SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Tyco International Ltd.
(Name of Issuer)
Common Shares, Par Value $0.10 Per Share
(Title of Class of Securities)
000915 10 8
(CUSIP Number)
Marilyn Dalton
Secretary and Treasurer
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(913) 575-8357
Copies to:
John K. Rosenberg, Esq. Neil T. Anderson, Esq.
Western Resources, Inc. Sullivan & Cromwell
818 Kansas Avenue 125 Broad Street
Topeka, Kansas 66612 New York, New York 10021
(913) 575-6535 (212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 2, 1997
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP NO. 000915108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7. SOLE VOTING POWER
NUMBER OF 18,428,735
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 18,428,735
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,428,735
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14. TYPE OF REPORTING PERSON
CO
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and
supplements its Statement on Schedule 13D originally filed by the Reporting
Person on January 26, 1996, as most recently amended on March 17, 1997 by
Amendment No. 10 thereto (the "Statement"), with respect to the Common Shares,
par value $0.20 per share (the "Shares") of Tyco International Ltd., a Bermuda
corporation formerly known as ADT Limited (the "Issuer"). Unless otherwise
indicated, each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Statement.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF THE TRANSACTION.
Not applicable.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On July 2, 1997, ADT Limited, a Bermuda corporation ("ADT"), and Tyco
International Ltd., a Massachusetts corporation ("Tyco") announced the
closing of a transaction ("the Merger") in which a subsidiary of ADT merged
with and into Tyco. In the Merger, Tyco shareholders received one Share for
each of their Tyco shares. ADT shareholders, through a reverse stock split,
received 0.48133 of a Share (the "Exchange Ratio") for each of their ADT
common shares. ADT was renamed Tyco International Ltd. subsequent to the
Merger. According to the Joint Proxy Statement (the "Proxy Statement") of
ADT and Tyco disseminated in connection with the Merger, as of May 13, 1997
there were there were 157,010,468 common shares of ADT issued and
outstanding (the "ADT Outstanding Number"), 3,182,787 of which were held by
a subsidiary of ADT. According to the Proxy Statement, as of May 13, 1997
there were 168,358,092 shares of Tyco stock issued and outstanding (the
"Tyco Outstanding Number"). Based on the ADT Outstanding Number (after
giving effect to the Exchange Ratio) and the Tyco Outstanding Number, the
total number of Shares issued and outstanding upon consummation of the
Merger is approximately 243,931,941, which is the number of issued and
outstanding Shares assumed herein. After giving effect to the Exchange
Ratio, the Reporting Person beneficially owns 18,428,735 Shares, or
approximately 7.6% of the outstanding Shares.
(b) No material change.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition of the press release attached as
an exhibit hereto.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTAR CAPITAL, INC.
By: /s/ Marilyn Dalton
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Name: Marilyn Dalton
Title: Secretary and Treasurer
Dated: July 3, 1997
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WESTERN RESOURCES STANDS
TO GAIN MORE THAN $700 MILLION
CONTINUES SECURITY GROWTH
WITHOUT ADT
TOPEKA, Kansas, July 2, 1997 (2:00 p.m. CDT) -- Western Resources
(NYSE:WR) today announced it stands to gain $710 million at today's conversion
price on its 38 million shares of ADT Limited common stock. At the current
market price, the company's ADT stock is worth more than $1.3 billion. Since its
initial investment in December 1995, Western Resources' $590 million in ADT
holdings have been financed entirely with short-term borrowings.
"Our innovative strategy of investing in the security business has paid
off in two ways -- a huge gain through ADT and a leading position in the
industry as the third largest security company in the country," said John E.
Hayes, Jr., Western Resources chairman of the board and chief executive officer.
In light of the premium price paid by Tyco for ADT, Western Resources
is today withdrawing its exchange offer for ADT while it continues to pursue
legal action in Bermuda seeking to receive cash at the full value of the ADT
shares.
Hayes also said the market place can expect more innovative moves from
Western Resources.
"We have announced a creative strategic alliance with ONEOK to handle
our natural gas operations, giving us 45 percent ownership in the 8th largest
gas company in the nation," he said. "Combine that with our Kansas City Power &
Light merger and our
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international business, through our subsidiary, The Wing Group, and we are
growing our company to meet consumer demands while providing tangible shareowner
value."
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Western Resources (NYSE"WR) is a full-service, diversified security and
energy company with total assets of more than $6 billion. Its utilities, KPL and
KGE, operating in Kansas and Oklahoma, provide natural gas service to
approximately 650,000 customers and electric service to approximately 600,000
customers. Western Resources, through its subsidiary Westar Security, also is
the third-largest monitored security provider in the country, operating in 46
states in the U.S. Through its other subsidiaries, Westar Energy, Westar
Capital, and The Wing Group, a full range of energy and energy-related products
and services are developed and marketed in the continental U.S. and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
