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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 16)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
ADT LIMITED
(Name of Subject Company)
ADT LIMITED
(Name of Person(s) Filing Statement)
Common Shares, par value $0.10 per share
(including the associated preference stock purchase rights)
(Title of Class of Securities)
000915 10 8
(CUSIP Number of Class of Securities)
Stephen J. Ruzika
c/o ADT, Inc.
1750 Clint Moore Road
Boca Raton, FL 33431-0835
(561) 988-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10017
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on March 4, 1997, by ADT Limited, a Bermuda
corporation ("ADT" or the "Company"), relates to an offer by Western
Resources, Inc., a Kansas corporation ("Western"), to exchange a combination
of Western common stock, par value $5.00 per share, and cash for any and all
of the outstanding common shares, par value $0.10 per share, including the
associated preference stock purchase rights, of ADT (the "Common Shares").
All capitalized terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 3. Identity and Background.
The response to Item 3(b)(1) is hereby amended by adding the following
immediately before the paragraph under Item 3(b)(1) beginning "To the extent
that . . .":
On June 16, 1997, the Board resolved, by unanimous written consent, that
with respect to the Western Offer only, and provided that the Western Offer
remains subject to the same terms and conditions as those prevailing on March
17, 1997 (save only for its closing date), the Distribution Date (as defined
in the Rights Plan) for the Rights shall be July 4, 1997, or such earlier date
as may be determined by the Board and that the Distribution Date in any other
circumstances shall be the date as provided for in the Rights Plan.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the following after
the paragraph beginning "On March 24, 1997 WCI filed a motion for a
preliminary injunction . . ." under "Certain Litigation":
On June 10, 1997, WCI filed a notice of withdrawal with the Court
withdrawing (i) its motion for preliminary injunctive relief filed on January
23, 1997 seeking to enjoin the ADT from holding the Special General Meeting on
July 8, 1997 and to compel ADT to hold the Special General Meeting 30 days
after the distribution of proxy materials for that meeting and (ii) its motion
for preliminary injunctive relief filed on March 24, 1997 seeking to prevent
Republic from selling or transferring its warrant shares and to prevent the
Chairman of ADT from exercising the proxy on those shares.
The response to Item 8 is hereby amended by adding the following before
the final paragraph under "Other Information":
On June 11, 1997, ADT Investments filed a revised preliminary proxy
statement with the SEC in opposition to the solicitation of proxies by Western
relating to the special meeting of Western's shareholders to be held on June
17, 1997 (or any adjournments, postponements, continuations or reschedulings
thereof).
The response to Item 8 is hereby amended by adding the following after
the final paragraph under "Other Information":
On June 11, 1997, ADT Investments II filed a revised preliminary proxy
statement with the SEC to be able to communicate directly with KCP&L
shareholders regarding the Western Offer.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 is hereby amended by adding the following new
exhibit:
Exhibit 99.59 ADT Press Release dated June 12, 1997.
SIGNATURE
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.
ADT LIMITED
By: /s/ Stephen J. Ruzika
_______________________________
Stephen J. Ruzika
Chief Financial Officer, Executive Vice
President and Director (Principal
Financial Officer and Principal Accounting
Officer)
Dated: June 17, 1997
EXHIBIT 99.59
[ADT LOGO]
ADT Limited ("ADT") Press Release
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WESTERN RESOURCES WITHDRAWS ITS REQUEST IN BERMUDA TO STOP THE ADT/TYCO
TRANSACTION
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Hamilton, Bermuda, June 12, 1997 -- ADT Limited (NYSE - ADT), announced
that, at a hearing today before the Supreme Court of Bermuda, Westar Capital,
Inc., a subsidiary of Western Resources, withdrew its request that the Court
should stop the ADT/Tyco transaction unless ADT shareholders, including
Westar, were permitted to exercise appraisal rights.
Counsel for Westar informed the Court that Westar does not now wish to
prevent the ADT/Tyco transaction from taking place.
Earlier this week, Westar also withdrew requests for injunctive relief
in its lawsuit filed in Florida. Counsel for Westar confirmed today to the
Supreme Court of Bermuda that Westar will shortly be suspending all Florida
proceedings.
Western's legal action in Bermuda is technically still pending.
However, as Western is no longer seeking to prevent the ADT/Tyco transaction
from taking place but is now seeking its remedy in cash, ADT has agreed to
withdraw its request to have the Western lawsuit immediately dismissed in
exchange for Western paying certain ADT legal costs in connection with this
lawsuit.
Commenting, Mr. Michael A. Ashcroft, Chairman and Chief Executive
Officer of ADT, said:
"Western's decision to withdraw its request to try to prevent the
transaction confirms ADT's previously stated view that Western's lawsuit is
groundless and is being pursued entirely for their own ends."
"ADT is looking forward to the combination of ADT and Tyco and believes
that the transaction represents an excellent opportunity for shareholders who
will participate in an outstanding company with considerable future potential."
A joint proxy statement/prospectus has been mailed to the shareholders of
ADT and Tyco and shareholder meetings to consider proposals to give effect to
the transaction will be held on July 2, 1997. The transaction is expected to
close shortly thereafter.
ADT, through its subsidiaries, is the largest provider of electronic
security services in North America and the United Kingdom, providing continuous
monitoring of commercial and residential security systems to over 1.8 million
customers.
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/
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