SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADT LIMITED
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(Exact name of registrant as specified in its charter)
BERMUDA Not applicable
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(Jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
Ceder House
41 Cedar Avenue
Hamilton HM12, Bermuda Not applicable
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(Address of principal executive offices)* (Zip Code)
* The executive offices of the subsidiary of registrant which
supervises registrant's North American activities are at 1750
Clint Moore Road, Boca Raton, Florida 33431-0835. The
telephone number there is (561) 988-3600.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A First New York Stock Exchange
Preference Share
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
On November 4, 1996, the Board of Directors of ADT Limited (the
"Company") declared a distribution of one Series A first preference share
purchase right (a "Right") for each outstanding common share of nominal value
$0.10 each (a "Common Share"), of the Company payable to holders of record as
of the close of business on November 15, 1996 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights
will be evidenced by the certificates for and will be transferred with the
Common Shares, and the registered holders of the Common Shares will be deemed
to be the registered holders of the Rights. After the Distribution Date, the
Rights Agent will mail separate certificates evidencing the Rights to each
record holder of the Common Shares as of the close of business on the
Distribution Date, and thereafter the Rights will be transferable separately
from the Common Shares. The "Distribution Date" means the earlier of (i) the
10th day (or such later day as may be designated by a majority of the
Continuing Directors (as hereinafter defined)) after the date (the "Share
Acquisition Date") of the first public announcement that a person (other than
the Company or any of its subsidiaries or any employee benefit plan of the
Company or any such subsidiary) has acquired beneficial ownership of 15% or
more of the Common Shares issued and outstanding (an "Acquiring Person") and
(ii) the 10th business day (or such later day as may be designated by a
majority of the Continuing Directors) after the date of the commencement of a
tender or exchange offer by any person which would, if consummated, result in
such person becoming an Acquiring Person; provided that an Acquiring Person
shall not include any existing shareholder (a "Grandfathered Person") who,
together with all affiliates and associates, beneficially owns 15% or more of
the Common Shares issued and outstanding as at 5 p.m. (Eastern Standard Time)
on November 4, 1996, unless such Grandfathered Person thereafter increases its
percentage of beneficial ownership of Common Shares. If the percentage of
Common Shares beneficially owned by a Grandfathered Person, together with all
affiliates and associates, decreases (whether by sale, transfer or other
disposition of Common Shares or due to the dilution of interest as a result of
the issuance of additional Common Shares), the Grandfathered Person shall
become an Acquiring Person if it thereafter increases its percentage of
beneficial ownership of Common Shares; provided that a Grandfathered Person
who becomes the beneficial owner of less than 15% of the Common Shares shall
cease to be a Grandfathered Person.
Prior to the Distribution Date, the Rights will not be
exercisable. After the Distribution Date, each Right will be exercisable to
purchase, for $90 (the "Purchase Price"), one-hundredth of a Series A First
Preference Share of nominal value $1.00 each (a "Preference Share"). No
fractions of the Company's shares will be issued and any fractional shares
will be aggregated and paid in cash. The terms and conditions of the Rights
are set forth in a Rights Agreement dated as of November 6, 1996 between the
Company and Citibank, N.A., New York branch, as Rights Agent (the "Rights
Agreement"), a copy of which was previously filed as Exhibit 1 to this Form
8-A on November 12, 1996. The Rights Agreement was amended by the First
Amendment to Rights Agreement, dated as of March 3, 1997 (the "Amendment"), a
copy of which is attached as an exhibit hereto. The description of the Rights
Agreement, as modified by the Amendment, is qualified in its entirety by
reference to those exhibits.
If any person becomes an Acquiring Person, each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder to purchase, for the Purchase Price, a number
of Common Shares having a market value of twice the Purchase Price.
If, after any person has become an Acquiring Person, (1) the
Company is involved in an amalgamation or other business combination in which
the Company is not a surviving corporation or its Common Shares are exchanged
for other securities or assets or (2) the Company and/or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of common shares of the other party
to such business combination or sale (or in certain circumstances, an
affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price
of $.01 per Right at any time prior to the close of business on the 10th day
after the Share Acquisition Date (or such later date as may be designated by a
majority of the Continuing Directors). After any person has become an
Acquiring Person or after the commencement of a proxy or consent solicitation
by a person who intends to take or may consider taking such actions as to
become an Acquiring Person, the Rights may be redeemed only with the approval
of a majority of the Continuing Directors.
"Continuing Director" means any member of the Board of
Directors who was a member of the Board prior to the time an Acquiring Person
becomes such or any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person, any representative or nominee of the
foregoing or any person elected to the Board as a result of a proxy or consent
solicitation or similar shareholder initiative if any participant in such
initiative has stated (or a majority of the Board has determined in good
faith) that such participant (or its affiliates or associates) intends to
take, or may consider taking, any action that would result in (a) that person
becoming an Acquiring Person or (b) a merger, consolidation, or sale of a
majority of the assets or voting power of the Company which causes the Rights
to be triggered.
The Rights will expire on November 14, 2005, unless earlier
redeemed.
Prior to the Distribution Date, the Rights Agreement may be
amended in any respect. After the Distribution Date, the Rights Agreement may
be amended in any respect that does not adversely affect Rights holders (other
than any Acquiring Person and certain affiliated persons). After any person
has become an Acquiring Person, or on or after the date of a change (resulting
from a proxy or consent solicitation or similar shareholder initiative) in a
majority of Board of Directors in office at the commencement of such
initiative if any participant in such initiative has stated (or a majority of
the Board has determined in good faith) that such participant (or its
affiliates or associates) intends to take, or may consider taking, any action
which would result in (a) that person becoming an Acquiring Person or (b) a
merger, consolidation, or sale of a majority of the assets or voting power of
the Company which causes the Rights to be triggered, the Rights Agreement may
be amended only with the approval of a majority of the Continuing Directors.
Rights holders have no rights as shareholders of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed
to prevent efforts to diminish the effectiveness of the Rights.
As of March 3, 1997 there were 141,688,697 Common Shares
outstanding and 53,845,286 shares reserved for issuance pursuant to
outstanding obligations of the Company. Each outstanding Common Share on the
Record Date will receive one Right. Common Shares issued after the Record
Date and prior to the Distribution Date will be issued with a Right attached
so that all Common Shares outstanding prior to the Distribution Date will have
Rights attached. 2,500,000 Preference Shares have been reserved for issuance
upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person that attempts to acquire the Company
without a condition to such an offer that a substantial number of the Rights
be acquired or that the Rights be redeemed or declared invalid. The Amendment
limits the ability to redeem or revoke the Rights Agreement by (i) limiting
the definition of Continuing Director and (ii) expanding the circumstances in
which supplements, deletions, or amendments to the Rights Agreement must be
approved by a majority of Continuing Directors. Notwithstanding the
foregoing, the Rights should not interfere with any amalgamation or other
business combination approved by the Board of Directors (under some
circumstances, with the concurrence of the Continuing Directors) since the
Rights may be redeemed by the Company as described above.
While the dividend of the Rights will not be taxable to
shareholders in the United States or to the Company, shareholders or the
Company may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable as set forth above.
Item 2. Exhibits
3. Form of First Amendment to Rights Agreement dated as of
March 3, 1997 between ADT Limited and Citibank, N.A., New
York branch, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
ADT LIMITED
By: /s/ Stephen J. Ruzika
-------------------------
Name: Stephen J. Ruzika
Title: Chief Financial Officer,
Executive Vice President
and Director
Dated: March 3, 1997
EXHIBIT 3
FIRST AMENDMENT
to
RIGHTS AGREEMENT
FIRST AMENDMENT dated as of March 3, 1997 ("this Amendment")
between ADT Limited, a Bermuda company limited by shares (the "Company")
and Citibank, N.A., New York branch, a national banking association
organized under the laws of the United States of America acting solely
through its branch located at 111 Wall Street, New York, NY 10043 (the
"Rights Agent").
WHEREAS, the above-mentioned parties have previously entered
into that certain Rights Agreement dated as of November 6, 1996 (the
"Agreement");
WHEREAS, the Board of Directors deems it desirable and in the
best interests of its shareholders that certain modifications to the terms and
conditions of the Agreement be effected to protect the Company's long-term
value for its shareholders.
WHEREAS, the provisions of this Amendment are in futherance of
the Agreement's original intent to enhance the Board of Directors' ability to
protect the shareholders of the Company against, amongst other things,
unsolicited attempts to acquire control of the Company which do not offer an
adequate price to all shareholders or otherwise are not in the best interests
of the Company and its shareholders.
WHEREAS, such parties wish to amend the Agreement in the manner
set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Agreement, and each
reference in the Agreement to "this Agreement", "hereof", "herein",
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Agreement as amended hereby. All references to the Agreement in
any other agreement between or among any of the parties hereto relating to the
transactions contemplated by the Agreement shall be deemed to refer to the
Agreement as amended hereby.
2. The definition of "Continuing Director" in Section 1 is
hereby replaced in its entirety with the following:
"Continuing Director" means any member of the Board of
Directors of the Company, while such Person is a member of
the Board, who is not (i) an Acquiring Person or an
Affiliate or Associate of an Acquiring Person or (ii) a
representative or nominee of an Acquiring Person or of any
such Affiliate or Associate or (iii) any Person elected to
the Board as a result of a proxy solicitation or initiative
referred to in Section 23(a)(y) and either (a) was a member
of the Board immediately prior to the time any Person
becomes an Acquiring Person or (b) subsequently becomes a
member of the Board, if such Person's nomination for
election or election to the Board is recommended or approved
by a majority of the Continuing Directors."
3. Section 23(a) is hereby replaced in its entirety with the
following:
"Section 23. Redemption. (a) The Board of Directors
of the Company may, at its option, at any time prior to the
earlier of (i) the close of business on the tenth day
following the Share Acquisition Date (or such later date as
a majority of the Continuing Directors may designate prior
to such time as the Rights are no longer redeemable) and
(ii) the Final Expiration Date, redeem all but not less than
all of the then outstanding Rights at a redemption price of
$.01 per Right as appropriately adjusted to reflect any
share subdivision or consolidation, dividend of shares or
similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the
"Redemption Price"); provided that, if the Board of
Directors of the Company authorizes redemption of the Rights
in either of the circumstances set forth in clauses (x) or
(y) below then there must be Continuing Directors in office
and such authorization shall require the concurrence of a
majority of the Continuing Directors: (x) such authorization
occurs on or after the Share Acquisition Date or (y) such
authorization occurs on or after the date of a change
(resulting from a proxy or consent solicitation or similar
shareholder initiative) in a majority of the directors of
the Company in office at the commencement of such
solicitation or initiative if any Person who is a
participant in such solicitation or initiative has stated
(or if upon the commencement of such solicitation or
initiative a majority of the directors of the Company has
determined in good faith) that such Person (or any of its
Affiliates or Associates) intends to take, or may consider
taking, any action which would result in such Person
becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event. Notwithstanding anything
contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a
Section 11(a)(ii) Event until such time as the Company's
right of redemption hereunder has expired, as the same may
be extended pursuant to the terms of this Agreement."
4. Section 26 is hereby replaced in its entirety with the
following:
"Section 26. Supplements, Deletions and Amendments.
Prior to the Distribution Date, the Company and the Rights
Agent shall, if the Company so directs, supplement, remove
or amend any provision of this Agreement without the
approval of any holders of Rights. From and after the
Distribution Date, the Company and the Rights Agent shall,
if the Company so directs, supplement, remove or amend this
Agreement without the approval of any holders of Rights in
order (a) to cure any ambiguity, (b) to correct, remove or
supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein
or (c) to change, remove or supplement the provisions hereof
in any manner which the Company may deem necessary or
desirable and which, in the opinion of the Company, shall
not adversely affect the interests of the holders or Rights
(other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person). Notwithstanding the foregoing, (x)
after any Person has become an Acquiring Person; or (y) on
or after the date of a change (resulting from a proxy or
consent solicitation or similar shareholder initiative) in a
majority of the directors of the Company in office at the
commencement of such solicitation or initiative if any
Person who is a participant in such solicitation or
initiative has stated (or upon the commencement of such
solicitation or initiative a majority of the directors of
the Company has determined in good faith) that such Person
(or any of its Affiliates or Associates) intends to take, or
may consider taking, any action which would result in such
Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event, any supplement, deletion
or amendment shall be effective only if there are Continuing
Directors then in office, and such supplement, deletion or
amendment shall have been approved by a majority of such
Continuing Directors. Upon the delivery of a certificate
from an appropriate officer of the Company which states that
the proposed supplement, deletion or amendment is in
compliance with the terms of this Section, the Rights Agent
shall execute such supplement, deletion or amendment. Prior
to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the
holders of Common Shares."
5. This Amendment shall be shall be governed by and construed
in accordance with the laws of Bermuda.
6. This Amendment may be signed in any number of counterparts,
each of which shall be deemed an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7. Except as expressly amended hereby, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as a
deed by the respective authorized officers of the parties hereto, in each case
as of the day and year first above written.
ADT LIMITED
By: /s/ S.J. Ruzika
THE COMMON SEAL ) -----------------------
OF ADT LIMITED ) Name: S.J. Ruzika
was affixed to this deed ) Title: Director
in the presence of: )
By: /s/ M.A. Ashcroft
-----------------------
Name: M.A. Ashcroft
Title: Director
CITIBANK, N.A.
By: /s/ Nancy Ward
-----------------------
Name: Nancy Ward
Title: Vice President
111 Wall Street
New York, NY 10043
Attention: Mark Woodward
