SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Tyco International Ltd.
(Name of Issuer)
Common Shares, Par Value $0.20 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 21, 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 15,883,535
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 15,883,535
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,883,535
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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)
6.5%
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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 July 2, 1997 by
Amendment No. 11 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.
In order to obtain what the Reporting Person considered to be favorable
market prices for Shares, the Reporting Person decided to sell 2,545,200 Shares
in open market transactions since the filing of Amendment No. 11 to the
Statement, as more fully set forth in Item 5 below. In the future, depending on
market conditions and other factors, the Reporting Person may from time to time
sell Shares at prevailing market prices, or may negotiate to sell Shares
privately.
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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 the sales of Shares as set forth below, the Reporting Person
beneficially owns 15,883,535 Shares, or approximately 6.5% of the
outstanding Shares.
(b) No material change.
(c) Since the filing of Amendment No. 11 to the Statement, the Reporting Person
has sold 2,545,200 Shares in open market transactions. Set forth below is
a table identifying and describing all such transactions:
Shares Sold Price per Share Date of Sale
35,000 80.1250 7/09/97
6,500 80.0000 7/09/97
1,000 80.1875 7/09/97
500 80.1875 7/10/97
1,100 80.2500 7/10/97
604,000 78.0000 7/15/97
25,000 78.1250 7/16/97
100,000 78.0000 7/16/97
31,200 78.0000 7/17/97
400,000 78.0000 7/21/97
1,025,000 78.2500 7/21/97
283,400 78.5000 7/21/97
32,500 78.6250 7/21/97
(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.
No material change.
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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 21, 1997
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