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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 6)
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.6 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)(6) Letter to ADT shareowners mailed on or about April 9, 1997.
(a)(7) News release/employee update issued on or about April 10, 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 April 10, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(6) Letter to ADT shareowners mailed 1
on or about April 9, 1997
(a)(7) News release/employee update issued 1
on or about April 10, 1997
Exhibit No. (a)(6)
The following letter was mailed to ADT shareowners by Western Resources, Inc.
on or about April 9, 1997:
April 9, 1997
Dear ADT Shareowners:
Following the mailing of our Prospectus and Proxy Statement relating to our
offer to acquire ADT, on March 17, 1997, ADT management announced that it had
entered into a merger agreement with Tyco International Ltd. Since that
announcement we have indicated that Western Resources is considering its
alternatives and evaluating its rights. As we continue that process, we urge
you to consider all relevant information, including the existence of the
proposed ADT/Tyco combination, prior to making any decisions with respect to
your ADT common shares. We will keep you apprised of further developments.
In the proposed ADT/Tyco combination, each currently outstanding share of Tyco
common stock would be converted into the right to receive one new ADT common
share, and each currently outstanding ADT common share would be converted into
0.4813 new ADT common shares in a reverse stock split. Following the proposed
ADT/Tyco combination, ADT would be renamed "Tyco International Ltd."
The proposed ADT/Tyco combination, which is taxable to Tyco shareholders, is
subject to a number of conditions, including the following: (i) the approval
of (a) 2/3 of the outstanding shares of Tyco common stock and (b) a majority
of the common shares of ADT voting on the transaction; (ii) the availability
of pooling of interests accounting treatment; and (iii) regulatory approvals.
In addition, in the event that after April 8, 1997, the daily weighted average
price per share of Tyco common stock falls below $56.00 for a period of any
ten trading days, then either ADT or Tyco has a right to terminate the merger
agreement. You should be aware that for each of the five trading days in the
week ended April 4, 1997, the daily weighted average price per share of Tyco
common stock was below $56.00.
On April 4, 1997, Western Resources announced that the special meeting of
Western Resources shareowners, which had been scheduled for April 24, 1997,
has been rescheduled for June 17, 1997. At that meeting Western Resources
shareowners will vote on the issuance of Western Resources common stock in
connection with our proposed acquisition of ADT. Western Resources has also
extended until June 17, 1997 the expiration date of our offer to exchange
$12.50 in Western Resources common stock and $10.00 in cash for each
outstanding ADT common share.
For additional copies of the Prospectus and Proxy Statement relating to
Western Resources' offer to acquire ADT, please call (913) 575-1950.
We look forward to your continued support.
Very truly yours,
John E. Hayes, Jr.
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 letter 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.
Exhibit No. (a)(7)
The following news release/employee update was issued by Western Resources,
Inc. on or about April 10, 1997:
WESTERN RESOURCES EXTENDS EXPIRATION DATE
FOR ADT EXCHANGE OFFER TO JUNE 17, 1997
TOPEKA, Kansas, April 10, 1997 (7:00 am CDT) -- Western Resources
announced today that it is extending the expiration date of its
exchange offer for all of the outstanding common shares of ADT Limited
to June 17, 1997. As of 5 p.m. EDT on April 9, 1997, 51,793 common
shares of ADT had been tendered to Western Resources.
- 30 -
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. Western Resources, through its
subsidiary, Westar Security, also is the third-largest monitored
security provider, operating in 46 states in the U.S. Through its
other unregulated subsidiaries, Westar Energy, Westar Capital, and The
Wing Group, a full range of energy and energy-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.