UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 4, 1997
Date of Report (Date of earliest event reported)
Commission file number 0-16979
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ADT LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA Cedar House Not Applicable
(Jurisdiction of 41 Cedar Avenue (I.R.S. Employer
Incorporation or Hamilton HM12, Bermuda Identification No.)
Organization) (Address of Principal
Executive Offices)* Not Applicable
(Zip Code)
Registrant's telephone number, including area code: (441) 295-2244*
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* The executive offices of the subsidiary of registrant which
supervises registrant's North American activities are at 1750 Clint
Moore Road, Boca Raton, Florida 33431- 0835. The telephone
number there is (561) 988-3600.
Item 5. Other Events.
On June 4, 1997 ADT Limited, the Registrant, announced that ADT
Operations, Inc. ("ADT Operations"), a Delaware corporation and an indirect
wholly owned subsidiary of the Registrant, is commencing a tender offer to
purchase for cash all of its outstanding 8 1/4% Senior Notes due 2000 and all
of its outstanding 9 1/4% Senior Subordinated Notes due 2003 (the "Notes").
ADT Operations also announced that it will solicit consents to proposed
amendments to eliminate certain restrictive covenants and amend certain other
provisions of the indentures pursuant to which the Notes were issued. Both
the tender offers and solicitation of consents are subject to the terms and
conditions of an Offer to Purchase and Consent Solicitation Statement, dated
June 4, 1997, and the related Letters of Transmittal and Consent. The tender
offer is being made in connection with the proposed business combination of
Tyco International Ltd., a Massachusetts corporation, and ADT Limited.
Item 7. Financial Statements and Exhibits.
(a) Exhibits:
99.1 ADT Limited Press Release dated June 4, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ADT LIMITED
By: /s/ Stephen J. Ruzika
Stephen J. Ruzika
Chief Financial Officer, Executive
Vice President and Director
Date: June 4, 1997
EXHIBIT INDEX
Exhibit Page
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99.1 ADT Limited Press Release dated June 4, 1997 5
Exhibit 99.1
DRAFT PRESS RELEASE 06/03/97 1:15PM
ADT Limited ("ADT")
ADT' S SUBSIDIARY, ADT OPERATIONS, INC. ANNOUNCES TENDER OFFERS FOR 8 1/4%
SENIOR NOTES DUE 2000 AND 9 1/4% SENIOR SUBORDINATED NOTES DUE 2003 AND
SOLICITATION OF CONSENTS TO PROPOSED AMENDMENTS TO THE RELATED INDENTURES
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Hamilton, Bermuda, June 4, 1997 - ADT Limited, (NYSE - ADT), announced today
that its subsidiary ADT Operations, Inc. is commencing tender offers to
purchase for cash all of its outstanding 8 1/4% Senior Notes due 2000 and all
of its outstanding 9 1/4% Senior Subordinated Notes due 2003. ADT Operations,
Inc. also announced today that it will solicit consents to proposed amendments
to eliminate certain restrictive covenants and to amend certain other
provisions of the indentures pursuant to which the Notes were issued. The
tender offers are being made in connection with the proposed business
combination of Tyco International Ltd. and ADT Limited.
The purchase price for the 8 1/4% Notes will be the price (calculated as more
fully described in the Offer to Purchase and Consent Solicitation Statement,
dated June 4, 1997) equal to the present value on the date of payment of all,
as determined on the basis of a yield equal to (i) the yield on the 6 1/8% US
Treasury Notes due July 31, 2000 as calculated in accordance with standard
market practice, based on the bid price for such Treasury Note as of
10:00a.m., New York City time, on June 27, 1997, as displayed on the Bloomberg
Government Pricing Monitor on "Page PX5" (or any other recognized quotation
source selected by J.P. Morgan Securities Inc., the dealer manager, in its
sole discretion if the Bloomberg Pricing Monitor is not available or is
manifestly erroneous) plus (ii) 20 basis points, together with accrued and
unpaid interest up to but not including the date of payment.
The purchase price for the 9 1/4% Notes will be the price (calculated as more
fully described in the Offer to Purchase and Consent Solicitation Statement,
dated June 4, 1997) equal to the present value on the date of payment of all
future cash flows on the 9 1/4% Notes through August 1, 1998, as determined on
the basis of a yield equal to (i) the yield on the 6 1/4% US Treasury Notes
due July 31, 1998 as calculated in accordance with standard market practice,
based on the bid price for such Treasury Note as of 10:00a.m., New York City
time, on June 27, 1997, as displayed on the Bloomberg Government Pricing
Monitor on "Page PX4" (or any other recognized quotation source selected by
the dealer manager in its sole discretion if the Bloomberg Pricing Monitor is
not available or is manifestly erroneous) plus (ii) 10 basis points, together
with accrued and unpaid interest up to but not including the date of payment.
The tender offers will expire at 12:00 Noon, New York City time, on Wednesday,
July 2, 1997 unless extended. Tenders of Notes may be withdrawn and consents
may be revoked at any time prior to the later of (i) 5:00p.m., New York City
time, on Tuesday, July 1, 1997 and (ii) the date and time that ADT Operations
publicly announces (by press release) that it has obtained the necessary
consents and executed the supplemental indenture for a particular issue of
notes.
Holders who tender their Notes in the tender offers will be deemed to have
consented to the proposed amendments to these indentures. Holders may not
tender their Notes without consenting to the proposed amendments and may not
deliver consents without tendering Notes.
Each tender offer is conditional upon the execution of the supplemental
indenture giving effect to the proposed amendments in respect of the
applicable indenture following the receipt of the requisite consents pursuant
to such indenture and the effectiveness of such proposed amendments, the
consummation of the proposed business combination of Tyco International Ltd.
and ADT Limited and certain other conditions as set forth in the Offer to
Purchase and Consent Solicitation Statement, dated, June 4, 1997.
J.P. Morgan Securities Inc. is acting as dealer manager in connection with the
tender offer and consent solicitation and will provide certain financial
advisory services to ADT Operations, Inc. in connection therewith. The
information agent for the tender offer is D.F. King & Co., Inc. Holders may
obtain at 1-800-659-6590 (if in the United States) or at 44-171-600-5005 (if
in Europe) and J.P. Morgan at 1-800-831-2035 (if in the United States) or at
212-648-8947 (if in Europe).
Contact:
ADT, Inc.
561-988-3600
Note:
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