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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 8)
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.8 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)(10) Press Release issued by Western Resources, Inc. on April 25,
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 25, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(10) Press Release issued by Western Resources, 1
Inc. on April 25, 1997
Exhibit No. (a)(10)
The following letter press release was issued by Western Resources, Inc. on
April 25, 1997:
WESTERN RESOURCES ANNOUNCES FIRST QUARTER EARNINGS
WHOLESALE ELECTRIC SALES UP 39%, SECURITY SALES STRONG
TOPEKA, Kansas, April 25, 1997 -- Western Resources (NYSE: WR) today
announced first quarter earnings of $39.8 million or $0.61 per share of common
stock. Warmer winter weather and increased financing charges resulted in
quarterly earnings $0.05 per share lower than the first quarter of 1996.
However, wholesale electricity sales continue to grow, reflecting
Western Resources' ability to take advantage of a niche opportunity, which
will have great importance as the industry changes. Wholesale electric sales
increased almost 39 percent, compared to first quarter 1996, to 1.6 million
megawatt-hours. Westar Security, a wholly-owned Western Resources subsidiary
and the nation's third-largest security company, by customer count, posted
strong growth in the first quarter of 1997, adding more than 18,000 customers
in the period January through March 1997.
Retail sales of electricity and natural gas were lower in the first
quarter of 1997 for most customer classes, because of winter weather for the
quarter that was one percent warmer than last year and two percent warmer than
the 20-year average. Company officials noted that higher customer heating
bills for the winter reflected only a pass through of supplier charges.
Operating income for first quarter 1997 was nine percent ahead of last
year's totals, recorded at $82 million versus $75 million for the same
three-month period in 1996. Financing charges were about $49 million in the
first quarter of 1997 as compared to approximately $36 million reported in the
first quarter of 1996. The increase is primarily attributable to financing
related to acquisition activities to meet the company's strategic plan.
"We now have major building blocks in place for our strategic approach
to the future. The strong growth in our monitored security business validates
this direction as does our move to grow wholesale electric sales," said John
E. Hayes, Jr., Western Resources chairman of the board and chief executive
officer.
In the first quarter of 1997, Western Resources also reached a
definitive agreement to merge with KCPL on February 7, 1997. This merger,
which is expected to close in early 1998, allows an expanded electric customer
base, increased revenues and improved cash flow.
Late last year, Western Resources struck a strategic alliance with ONEOK
Inc. of Tulsa, Oklahoma. This alliance creates the eighth-largest natural gas
distribution company in the country. The natural gas assets of Western
Resources will be contributed to ONEOK in exchange for a 45 percent ownership
position in ONEOK.
The following table was attached to the press release:
FIRST QUARTER REPORT
WESTERN RESOURCES, INC.
Quarter Ended Twelve Months Ended
March 31, March 31,
1997 1996 1997 1996
1. Operating Revenues $626,197,000 $555,622,000 $2,117,394,000 $1,855,523,000
2. Net Income $41,033,000 $44,789,000 $165,194,000 $184,890,000
3. Earnings Applicable
to Common Stock $39,803,000 $41,434,000 $152,480,000 $171,471,000
4. Average Common Shares
Outstanding 64,807,081 63,163,715 64,238,154 62,510,297
5. Earnings per Average
Common Share Outstanding $0.61 $0.66 $2.36 $2.75
6. Net Utility Plant
(After depreciation) $4,347,240,000 $4,346,799,000
Western Resources (NYSE:WR) is a full-service, diversified security and
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 in the country, operating in 46
states in the U.S. Through its other 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 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.