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 logo]
FOR IMMEDIATE RELEASE
ADT Limited ("ADT") Press Release
REPUBLIC INDUSTRIES EXERCISES WARRANT TO PURCHASE
15,000,000 ADT COMMON SHARES
- ------------------------------------------------------------------------------
Hamilton, Bermuda, March 21, 1997 -- ADT Limited (NYSE - ADT) announced
today that Republic Industries, Inc. has exercised its warrant to purchase
15,000,000 common shares of ADT at $20 per share.
The ADT common shares issued to Republic as a result of the warrant exercise
represent approximately 9.6 per cent of the enlarged outstanding common share
capital of ADT.
CERTAIN ADDITIONAL INFORMATION: ADT Limited (the "Company) will be
soliciting proxies against the proposals of Western Resources, Inc.
(together with it 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 February 28, 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 or 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.
Contact:
ADT
561-988-3600
Note:
This and other press releases are available through Company News On-Call by
fax; call 800-758-5804, extension 112511 or at http://www.prnewswire.com/
- Ends -
