SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ADT Limited
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[ADT Limited Letterhead]
March 20, 1997
To the Common Shareholders
Dear Fellow Shareholders
Reject the Western Offer
You will shortly be receiving documents from Western Resources relating to
their hostile offer to acquire ADT.
On March 3, 1997, your board announced that it considered the Western Offer to
be inadequate and not in the best interests of ADT's shareholders. Your
board's views are explained more fully in the document filed with the US
Securities and Exchange Commission on Schedule 14D-9, a copy of which is
enclosed with this letter. Your board recommends that you reject the Western
Offer.
As part of their attempt to seize control of ADT, Western has requisitioned a
special general meeting of the Company to be held on July 8, 1997. The purpose
of the meeting is to consider proposals to remove the entire existing ADT
board of directors and to install Western's own employees as the board. You
will receive from Western a form of proxy. Your board recommends that you do
not sign any form of proxy sent to you by Western.
Proposed merger with Tyco International Ltd.
On March 17, 1997, your board announced a proposed merger with Tyco
International Ltd. ("Tyco"). The full text of that announcement is reproduced
in the appendix to this letter.
Your board's view is that the merger with Tyco offers significantly more
value, compared with the Western Offer. We will be writing to you with
full details of the proposed merger with Tyco in due course.
Take no action
I will write to you further, well in advance of the meeting convened for July
8, 1997, to explain fully your board's reasons as to why you should reject the
Western Offer and support the merger with Tyco. In the meantime, your board
urges you not to sign any documents sent to you by Western.
Yours sincerely,
/s/ Michael A. Ashcroft
__________________________
Michael A. Ashcroft
Chairman and Chief Executive Officer
The above letter should be read with the accompanying Schedule 14D-9. Terms
defined in the Schedule 14D-9 have the same meaning in this letter.
CERTAIN ADDITIONAL INFORMATION: ADT Limited (the "Company) will be soliciting
proxies against the proposals of Western Resources, Inc. (together with its
subsidiaries, "Western") and revocations of proxies previously given to
Western for such proposals. The following individuals may be deemed to be
participants in the solicitation of proxies and revocations of proxies by the
Company: ADT Limited, Michael A. Ashcroft, John E. Danneberg, Alan B.
Henderson, James S. Pasman, Jr., Stephen J. Ruzika, W. Peter Slusser, William
W. Stinson, Raymond S. Troubh and Angela E. Entwistle. As of March 17, 1997,
Mr. Ashcroft is the beneficial owner of 11,075,718 of the Company's common
shares, Mr. Danneberg is the beneficial owner of 102 of the Company's common
shares, Mr. Henderson is the beneficial owner of 621 of the Company's common
shares, Mr. Pasman is the beneficial owner of 2,000 of the Company's common
shares, Mr. Ruzika is the beneficial owner of 1,157,405 of the Company's
common shares, Mr. Slusser is the beneficial owner of 2,800 of the Company's
common shares, Mr. Stinson is the beneficial owner of 3,010 of the Company's
common shares, Mr. Troubh is the beneficial owner of 2,500 of the Company's
common shares and Ms. Entwistle is the beneficial owner of 29,500 of the
Company's common shares. The Company has retained Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") to act as its financial advisor
in connection with Western's proposals. Merrill Lynch is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. Merrill Lynch does not admit that it or
any of its directors, officers of employees is a "participant" as defined in
Schedule 14A ("Schedule 14A") promulgated by the Commission under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation, or
that such Schedule 14A requires the disclosure of certain financial
information concerning Merrill Lynch. In connection with Merrill Lynch's role
as financial advisor to the Company, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are shareholders of the Company: Barry Friedberg (Executive Vice President),
Richard Johnson (Managing Director), Huston McCollough (Managing Director),
Hugh O'Hare (Vice President), Robert Simensky (Vice President) and Paul Bastone
(Associate). In the normal course of its business, Merrill Lynch regularly
buys and sells securities issued by the company and its affiliates ("ADT
Securities") for its own account and for the accounts of its customers, which
transactions may result from time to time in Merrill Lynch and its associates
having a net "long" or net "short" position in ADT Securities or option
contracts with other derivatives in or relating to ADT Securities. As of
February 28, 1997, Merrill Lynch held positions in ADT Securities as principal
as follows: (i) net "short" 769,995 of the Company's common shares; (ii) net
"long" 46,000 par amount of 9.25% Guaranteed Senior Subordinated Notes of ADT
Operations, Inc. due August 1, 2003; and (iii) net "long" 31,509 Liquid Yield
Option [Trademark] Notes of ADT Operations, Inc. due 2010, exchangeable for
889,499 of the Company's common shares.
Appendix
The following is the text of a press release issued on March 17, 1997.
Tyco International to acquire ADT Limited
Hamilton, Bermuda, March 17th, 1997 - ADT Limited (NYSE - ADT)
The following is the text of an announcement issued today by Tyco International
Ltd.:
Tyco International to acquire ADT Limited in a stock transaction valued at $5.6
billion
$29 per share value to ADT Shareholders
Exeter, New Hampshire, March 17, 1997 - Tyco International Ltd. (NYSE - TYC),
a diversified manufacturer of industrial and commercial products, announced
today that the Company has entered into a definitive merger agreement pursuant
to which Tyco will effectively acquire ADT Limited (NYSE - ADT), a leading
installer and servicer of electronic security systems, in a stock for stock
transaction valued at $5.6 billion.
The form of the acquisition will be as follows: Tyco will merge with a
subsidiary of ADT and the ADT parent company will be renamed Tyco
International Ltd. Tyco shareholders will receive one share in the combined
company for each Tyco share, and ADT shareholders through a reverse split,
will receive 0.48133 shares in the combined company for each ADT share. Based
on Tyco's March 14, 1997 closing price of $60.25, the terms of the agreement
would result in a value of $29 per share to ADT shareholders.
At the closing of the transaction, Tyco shareholders will own approximately 64
percent of the outstanding shares of the combined company and ADT shareholders
will own approximately 36 percent of the outstanding shares of the combined
company. L. Dennis Kozlowski will remain the Chairman and Chief Executive
Officer of Tyco International Ltd. After the completion of the transaction,
Tyco is expected to have annual revenues in excess of $8.5 billion.
Mr. Kozlowski stated, "Tyco's acquisition of ADT is a continuation of our
strategy to expand our position in service businesses through internal growth
and complementary acquisitions. We believe that the combined operations of
ADT and Tyco's Fire and Safety Services group will greatly enhance our ability
to serve our industrial and commercial customers, worldwide, with fire
protection and electronic security products and services. Additionally, ADT's
continued penetration of new markets with electronic security products and
services provides Tyco with opportunities for growth in those markets. The
combined company will provide excellent cost, marketing and service synergies,
allowing for immediate positive benefits for the shareholders of both
companies."
Additionally, Mr. Kozlowski noted that this transaction meets all of Tyco's
previously stated acquisition requirements: ADT is a leader in the markets it
serves and complements Tyco's existing Fire and Safety Services operations; and
during the first year, the transaction is expected to be accretive to Tyco's
earnings per share and generate positive operating cash flows before
transaction related charges.
Michael A. Ashcroft, ADT's Chairman and Chief Executive Officer, commented,
"ADT's commercial and industrial businesses are an excellent fit with Tyco's
Fire and Safety Services group. This merger will enhance ADT's ability to
continue its growth, not only in North America and the United Kingdom, but in
all parts of the world utilizing Tyco's established infrastructure. This
transaction represents the best opportunity for current ADT shareholders,
particularly as they will receive an ongoing stake in an outstanding company
with superior performance."
ADT has total revenues of $1.7 billion. Through its subsidiaries, ADT provides
electronic security services to over 1.8 million industrial, commercial and
residential customers and is the largest provider of electronic security
services in North America and the United Kingdom. ADT's electronic security
services businesses generate recurring revenues of $920 million, representing
65 percent of total electronic security revenues. In the industrial and
commercial market, which represents over 60 percent of ADT's electronic
security revenues, ADT provides a complete range of sophisticated electronic
security solutions for every type of business and its customers include 390 of
the Fortune 500 companies. ADT also provides residential electronic security
services to over 1.1 million customers, approximately 85 percent of which are
located in the United States. In addition, ADT, through its subsidiary ADT
Automotive is also the second largest provider of vehicle auction and
redistribution services in the United States.
The combination of ADT with Tyco's Fire and Safety Services group will provide
the opportunity for expanded market coverage and combined marketing programs.
Tyco presently operates in over 300 offices located in over 50 countries. ADT
operates with 230 offices in 10 countries. This combination will improve the
Company's position in the electronic security market and the enhanced
efficiency of these offices will provide Tyco will numerous strategic and
financial synergies.
The transaction, which will be taxable to Tyco shareholders and accounted for
as a pooling of interests, is contingent upon customary regulatory review and
approval by the shareholders of both companies. The Board of Directors of
both companies have approved the transaction, which is expected to close by
July 1, 1997.
Upon completion of the transaction, the combined company's Board of Directors
will include Mr. Kozlowski, as Chairman, and Tyco's seven independent outside
directors, as well as, Mr. Ashcroft and two independent outside directors from
the present ADT Board.
Credit Suisse First Boston is acting as financial advisor to Tyco; Merrill
Lynch is financial advisor to ADT.
Tyco International is a worldwide manufacturer with strong leadership
positions in disposable medical products, packaging materials, flow control
products, electrical and electronic components and is the world's largest
manufacturer and provider of fire and safety systems and services. The
Company operates in more that 50 countries around the world and has revenues
in excess of $6 billion.
Transaction Summary
Tyco International Ltd. (NYSE-TYC) Announces the Acquisition of ADT Limited
(NYSE-ADT)
Transaction Value
(based on March 14 closing price): Approximately $5.6 billion
Exchange ratio: 0.48133 (subject to adjustments and
walk-aways under certain conditions)
Anticipated Closing: July 1, 1997
Termination Fee: $150 million
Conditions Include: Customary regulatory reviews and
approval by shareholders of both
companies
Management: L. Dennis Kozlowski - Chairman and CEO
Mark H. Swartz - CFO
Board: Current Tyco (8) plus Michael
A. Ashcroft and two additional
independent outside directors from the
present ADT board
