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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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/X/ Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
ADT LIMITED
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
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The following news release / employee update was issued by Western Resources,
Inc. on March 3, 1997:
WESTERN RESOURCES INCREASES
CASH PORTION OF ADT OFFER TO $10
PLANS TO SELL AUTO AUCTION BUSINESS
TOPEKA, Kansas, March 3, 1997 -- Western Resources (NYSE:WR), the
third largest security company in the United States and the largest
shareowner of ADT Limited, today announced a 33 percent increase in
the cash component of its offer to acquire ADT (NYSE:ADT), North
America's largest monitored security services company.
In a letter from John E. Hayes, Jr., Western Resources chairman of
the board and chief executive officer, to Michael Ashcroft, ADT
chairman of the board, Western Resources said it would increase the
cash portion of its $22.50 offer to $10.00 per ADT common share. ADT
shareowners would also receive $12.50 in Western Resources common
stock for each ADT common share. The original offer consisted of $7.50
in cash and $15.00 in Western Resources common stock. A copy of the
letter is attached.
Based on the new terms of Western Resources' offer, ADT shareowners
would receive $10 in cash plus .41322 of a share of Western Resources'
common stock for their ADT shares, based on the closing price of
Western Resources' common stock on February 28, 1997. ADT shareowners
would not, however, receive more than .42017 shares of Western
Resources' common stock.
p. 2 - OFFER ENHANCED
Consistent with ADT's announcement of November 6, 1996, Western
Resources today also announced its intention to sell ADT's auto
auction business after it acquires ADT.
"We are committed to creating value for our shareowners," said
Hayes. "We believe the sale of ADT's auto auction business following
consummation of our offer will be a financially attractive way to
dispose of a non-strategic asset. The sale allows us to focus on our
business plan of providing security and energy services throughout the
United States and abroad."
Western Resources estimates it would realize approximately $450
million in after-tax proceeds with the sale of the auto auction
business (based on an approximate sale price of $500 million). The
company also noted that ADT announced on February 21, 1997, that it
would receive additional cash of $77.5 million related to the
settlement of a lawsuit.
"We remain convinced that our offer is in the best interest of ADT
shareowners and we encourage ADT's management to meet with us to
discuss our offer," said Hayes. "As our offer is based solely on
publicly available information, we will continue to evaluate our offer
in light of any new information that becomes available to us."
Western Resources originally announced its proposal to acquire ADT
on December 18, 1996. Since then, ADT's board has announced that it
opposes Western Resources' offer and has attempted to delay until July
8, 1997, a special meeting of shareowners at which Western Resources is
asking for a vote on proposals designed to facilitate the offer.
-more-
p. 3 - OFFER ENHANCED
Western Resources has sued ADT for unreasonably delaying the
special meeting and for adopting anti-takeover devices with the effect
of entrenching ADT management. The U.S. District Court for the
Southern District of Florida has denied ADT's motion to dismiss and
the case still is pending.
Western Resources (NYSE: WR) is an energy and security company with
total assets of more than $6 billion. Its utilities, KPL and KGE,
operating in Kansas and Oklahoma, provide natural gas service to
approximately 650,000 customers and electric service to approximately
600,000 customers. Through its unregulated subsidiaries, Westar
Energy, Westar Security, Westar Capital, and The Wing Group, a full
range of energy, security and related products and services are
developed and marketed in the continental U.S. and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC.
("WESTAR") AND CERTAIN DIRECTORS AND
EXECUTIVE OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES, INCLUDING
DIRECTOR NOMINEES, OF WESTERN RESOURCES, INC. ("WESTERN RESOURCES")
AND WESTAR, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND ADT
Western Resources and Westar may solicit proxies in order to
replace the Board of Directors of ADT with their nominees, Steven L.
Kitchen and Steven A. Millstein. The participants in this solicitation
may include Western Resources and Westar, John E. Hayes, Jr. and David
C. Wittig, each a director of Western Resources, and the following
executive officers and employees of Western Resources or Westar
(unless otherwise indicated, each is an executive officer or employee
of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.), Carl M.
Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D.
Terrill (Secretary), Steven A. Millstein (President, Westar Security),
Michel' J. Philipp, Bruce A. Akin, Craig A. Weingartner, Lori A.
Finney, Carolyn Starkey and Bruce Burns.
Westar beneficially owns approximately 27% of the Common Shares of
ADT all of which were purchased in privately negotiated and open
market purchases during the last two years.
Other than as set forth herein, as of the date of this news release
either Western Resources or Westar nor any of their respective
directors, executive officers, employees or other representatives,
including director nominees, who may solicit proxies has any security
holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial
advisors to Western Resources, and Barnes Associates, Inc. ("Barnes
Associates") and Deloitte & Touche, consultants to Western Resources,
do not admit that they or any of their directors, officers, employees
or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the
Securities and Exchange Commission, or that Schedule 14A requires the
disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy
(Vice President) and Chad Rucker (an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler
(Managing Director) and David F. Huff (Vice President), in each case
of Bear Stearns, Mark Davis (Managing Director), John Bass (Vice
President) and Andrew Quigley (Associate), in each case of Chase,
Michael S. Barnes (President) and Mark Gronowski (Senior Vice
President), in each case of Barnes Associates, and Tom Flaherty
(National Partner) and Chris Bracken (Senior Consultant), in each case
of Deloitte & Touche, may assist Western Resources and Westar in such
a solicitation. Salomon, Bear Stearns and Chase engage in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal
course of their business, Salomon, Bear Stearns and Chase may trade
securities of ADT for their own account and the account of their
customers and, accordingly, may at any time hold a long or short
position in such securities. Salomon Brothers Inc has advised Western
Resources that as of December 13, 1996, Salomon held a short position
with respect to 10,800 common shares of ADT, and beneficially owned
Liquid Yield Option Notes of an affiliate of ADT exchangeable for
14,595 common shares of ADT. Bear Stearns and Chase have advised
Western Resources that they have no beneficial ownership of securities
of ADT or its affiliates. Michael S. Barnes has advised Western
Resources that he owns 700 common shares of ADT.
Except as disclosed above, to the knowledge of Western Resources
and Westar, none of Western Resources or Westar, or their respective
directors, executive officers, employees or other representatives,
including director nominees, named above has any interest, direct or
indirect, by security holdings or otherwise, in ADT.
This news release neither an offer nor an exchange nor a
solicitation of an offer to exchange shares of common stock of ADT
Limited. A registration statement relating to the Western Resources
securities referred to in this news release has been filed with the
Securities and Exchange Commission but has not yet become effective.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state.
March 3, 1997
Mr. Michael A. Ashcroft
ADT Limited
1750 Clint Moore Road
Boca Raton, FL 33431
Dear Michael,
We continue to be disappointed by your unwillingness to meet with
us to discuss a combination of Western Resources and ADT.
Consistent with your publicly announced plan, Western Resources
intends, upon completion of our offer, to sell ADT's auto auction
business. It is our view that such a sale would generate proceeds of
approximately $500 million (approximately $450 million on an after-tax
basis). We are also aware, based on ADT's press release last week, that
ADT will receive $77.5 million in additional cash in connection with the
settlement of its lawsuit with Binder Hamlyn.
As a result of these facts, Western Resources is increasing the
cash component of our offer by 33%. Based on the terms of our revised
offer, ADT shareowners (other than Western Resources and its
affiliates) will receive $10.00 net in cash and $12.50 of Western
Resources common stock in exchange for each ADT common share, up to a
maximum of 0.42017 shares of Western Resources common stock.
We continue to desire to meet with you so that we can discuss a
mutually beneficial combination of Western Resources and ADT. As you
are aware, our offer is based solely on publicly available
information. Western Resources will continue to evaluate our offer in
light of any new information that becomes available to us.
To ensure that ADT's full potential is realized, we believe that it
is imperative that we get together to discuss our offer. I look
forward to hearing from you soon.
Sincerely,
John E. Hayes, Jr.