SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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FOR IMMEDIATE RELEASE [ADT LOGO]
March 3, 1997
ADT Limited ("ADT") Press Release
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ADT REJECTS WESTERN RESOURCES' REVISED PROPOSED HOSTILE OFFER
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Hamilton, Bermuda, March 3, 1997 -- ADT Limited (NYSE - ADT)
announced today that its board of directors unanimously recommends ADT
shareholders reject Western Resources' unsolicited proposed hostile exchange
offer, which was revised by Western today.
The board has determined, based upon advice it has received from
the Company's financial advisors, Merrill Lynch, that the value of Western's
proposed revised offer is inadequate and does not reflect the inherent value
of ADT. Furthermore, the board believes that the actual value of Western's
proposed offer for ADT could be significantly lower than the value stated by
Western.
The board unanimously believes that the Company should continue to
pursue its strategic business plan and that now is not the right time for
shareholders to give up their investment in ADT. The board does not consider
Western to be a strong strategic partner for ADT and believes that a sale to
Western would not offer any significant strategic opportunities for ADT or its
shareholders. In fact, the board believes that a combination of ADT and
Western would produce unacceptable risks for the prospects of all ADT
stakeholders.
Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT,
said:
"The revisions to the proposed offer do not change its maximum
protential value but the change in the mix of the consideration
indicates that, like ADT, Western is also concerned about the
value of the Western stock."
"ADT Security Services is the market leader in electronic
security services in the United States and the United Kingdom.
The Company can now be regarded as a pure play electronic
security services provider and is evolving from a company which
installs and monitors security systems into a company which
gathers and distributes data for premises control services."
"ADT Security Services' strategy is to build on its strengths
as a data information company to position itself for
significant new growth in a rapidly changing marketplace.
The Company's broad base of commercial and residential
customers, its unique national distribution network and its
skilled workforce give the Company significant capacity to
exploit new technological developments, but only if it is in a
position to select its own partners."
Mr. Ashcroft added,
"We believe that the competitive pressures being brought about by
deregulation in the utility industry, and the effects of Western's
recent acquisition spree, are likely to result in substantial
earnings dilution for Western together with further downward
pressure on Western's share price. We also have serious doubts
regarding Western's ability to maintain its dividend at current
levels without either resorting to borrowing or starving its
businesses of cash by curtailing capital expenditure with
consequential adverse effects on the future growth of its
non-utility operations."
"The board of ADT is however fully aware of its fiduciary
duties to shareholders and would not reject any proposed
transaction involving the Company if it had reason to believe
that such a transaction offered ADT shareholders a real
prospect for achieving faster growth in the value of their
investment than is available to them as shareholders in an
independent ADT. Equally, management clearly understands the
advantages of forming appropriate alliances in a rapidly
changing market environment. Indeed, management would not
oppose any form of alliance if it believed that such alliance
offered prospects of superior opportunities for the Company's
businesses."
"We understand why a slow growth Kansas utility thinks it would
benefit from buying a high growth international electronic
security services company but fail to see any compelling reason
why ADT shareholders would benefit from such an alliance. Indeed,
we believe that it is Western's security business that would
benefit from being integrated into ADT's structure and do not see
any benefit to ADT by becoming part of a utility company" added
Mr. Ashcroft.
A special general meeting has been called for July 8, 1997 to
vote on Western's proposals that the existing eight member board of
directors of ADT be removed and replaced by two employees of Western. The
board has determined that Western's objective in putting forward these
proposals is to obtain effective control of ADT so that its employee
nominees could then dismantle ADT's shareholder protections to enable
Western to complete its proposed offer for the shares of ADT. Accordingly,
ADT has today filed a preliminary proxy statement recommending that
shareholders vote against Western's proposals.
The board also resolved to effect certain changes to ADT's
Rights Plan dated November 5, 1996 consistent with the objectives of the
Plan as originally adopted. These changes limit the ability to redeem or
revoke the Rights Plan by narrowing the circumstances in which persons
elected to the board as a result of a proxy solicitation or similar
shareholder action which produced a change in a majority of the directors
in connection with a proposed takeover, have the power to approve further
amendments to, or a revocation of, the Plan.
Forward Looking Information
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), Paul Bastone (Associate) and Eric Evans (Analyst). 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. As of February 28, 1997, Merrill Lynch
held positions in ADT Securities as agent as follows: (i) net "long" 2,195,181
of the Company's common shares; (ii) net "long" $4,717,000 par amount of 8.25%
Guaranteed Senior Notes of ADT Operations, Inc. due August 1, 2000; (iii) net
"long" $2,830,000 par amount of 9.25% Guaranteed Senior Subordinated Notes of
ADT Operations, Inc. due August 1, 2003; and (iv) net "long" 31,820 Liquid
Yield Option[Trademark] Notes of ADT Operations, Inc. due 2010, exchangeable
for 898,278 of the Company's common shares. None of the investment banking
employees of Merrill Lynch who are referred to above or their associates owned
of record or beneficially any ADT Securities as of February 28, 1997. None of
such Merrill Lynch investment banking employees or their associates purchased
or sold for their own account any ADT Security within the past two years.
Contact:
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ADT Abernathy MacGregor Group
561-988-3600 212-371-5999
Note:
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This and other press releases are available through Company News On-Call by
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