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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
ADT Limited
(Name of Subject Company)
Western Resources, Inc.
Westar Capital, Inc.
(Bidders)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
000915108
(CUSIP Number of Class of Securities)
John K. Rosenberg
Executive Vice President and General Counsel
Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Phone: (913) 575-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidders)
Copy to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
This Amendment No.1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), originally filed by Western Resources,
Inc., a Kansas corporation ("Western Resources"), on March 17, 1997 relating
to the exchange offer disclosed therein to exchange all of the outstanding
Shares for shares of Western Resources Common Stock upon the terms and subject
to the conditions set forth in the Prospectus, dated March 14, 1997, and the
related Letter of Transmittal. Capitalized terms used and not defined herein
shall have the meanings set forth in the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(1) Employee update and press release issued on March 18,
1997.
SIGNATURE
After due 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.
WESTERN RESOURCES, INC.
Date March 18, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(1) Employee update and press release 1
issued on March 18, 1997.
Exhibit No. (a)(1)
The following employee update and press release was issued by Western
Resources, Inc. on March 18, 1997:
WESTERN RESOURCES CONSIDERING ALTERNATIVES
TO TYCO OFFER AND RIGHTS AS ADT SHAREOWNER
WESTERN RESOURCES MAILS OFFER
TO ADT SHAREOWNERS
TOPEKA, Kansas, March 18, 1997 (7:00 am CST) -- Western Resources
(NYSE:WR) announced today that it has mailed the details of its offer
to acquire ADT Limited, to the ADT shareowners.
In response to questions yesterday concerning the announcement of a
proposal by Tyco International Ltd. to merge with ADT, Western
Resources chairman and chief executive officer, John E. Hayes, Jr.,
said, "Over the next few days we will be reviewing the Tyco offer. We
are also considering our alternatives to the offer and assessing our
rights as ADT shareowners."
Western Resources has scheduled a special meeting of its
shareowners for April 24, 1997, to consider the ADT acquisition. ADT
has scheduled a meeting of its shareowners on the Western Resources
proposal for July 8, 1997, but Western Resources has asked a federal
district court in Florida to order that meeting held sooner.
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Western Resources (NYSE:WR) is a full-service, diversified energy
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.
This news release/employee update is neither an offer nor an exchange
nor a solicitation of an offer to exchange shares of common stock of
ADT Limited. Such offer is made solely by the Prospectus dated March 14,
1997, and the related Letter of Transmittal, and is not being made to,
nor will tenders be accepted from or on behalf of, holders of shares of
common stock of ADT Limited in any jurisdiction in which the making of
such offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In any jurisdictions where securities, blue
sky or other laws require such offer to be made by a licensed broker or
dealer, such offer shall be deemed to be made on behalf of Western
Resources, Inc. by Salomon Brothers Inc; Bear, Stearns & Co. Inc; and
Chase Securities Inc, or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.