SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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ADT Limited
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FOR IMMEDIATE RELEASE [ADT Logo]
March 4, 1997
ADT Limited ("ADT")
ADT ANNOUNCES JOINT MARKETING AGREEMENT WITH AT&T. AT&T SALES FORCE TO
MARKET ADT ELECTRONIC SECURITY SERVICES
Hamilton, Bermuda, March 4, 1997 -- ADT Limited (NYSE - ADT), announced that
its subsidiary ADT Security Services, Inc. ("ADT") has signed a joint
marketing agreement with AT&T Corporation.
Under the agreement, AT&T's residential customers will be eligible for special
offers and discounts on ADT electronic security services. These offers will
be conveyed in targeted communications that AT&T sends directly to its
customers, for example, the "True Rewards" member newsletter. In addition,
AT&T salespeople will be able to refer their AT&T business customers to ADT
for special ADT offers and discounts on commercial electronic security
services.
ADT will promote AT&T residential long distance communications services to ADT
residential customers, ADT employees and employees of certain ADT commercial
customers.
Commenting, Mr. Michael A. Ashcroft, Chairman and Chief Executive Officer of
ADT, said:
"ADT sees its future in forming strategic alliances with the best of the best
and AT&T is definitely a world class company."
"This arrangement represents a significant step in expanding our channels of
distribution and promises to be a highly efficient and cost effective method
of adding new customers."
"The agreement combines two strong brand names and will benefit from the full
support of ADT's national distribution network together with the additional
investment being made in the ADT brand during 1997."
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 in North America and Europe.
With the most powerful network in the world, AT&T offers consumers
communications and information services including long distance, wireless,
online, home entertainment, and local, that can make their personal lives
richer.
Forward Looking Information
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ADT may occasionally make statements regarding its business and the markets
for its services, including projections of future performance, statements of
management's plans and objectives, forecasts of market trends and other
matters which, to the extent that they are not historical fact, may
constitute "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
In particular, statements contained herein regarding the consummation and
benefits of future acquisitions as well as expectations with respect to
future sales, operating efficiencies and product expansion, are subject to
known and unknown risks, uncertainties and contingencies, many of which are
beyond the control of ADT, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Factors that might affect such forward looking statements
include, among others overall economic and business conditions, the demand
for ADT's services, competitive factors in the industry, regulatory
approvals and uncertainty about the consummation of future acquisitions.
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 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: 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 or 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" 51,000 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:
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ADT
561-988-3600
Note:
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