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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Western Resources, Inc.
(Name of Registrant as Specified In Its Charter)
ADT Investments, Inc.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The following is a draft of a letter prepared by ADT Investments, Inc. to be
sent to shareholders of Western Resources, Inc.:
DRAFT
Dear Western Shareholder:
Earlier this week, the Securities and Exchange Commission declared effective
ADT Limited's registration statement for its proposed merger with TYCO
International Ltd.
The ADT/TYCO merger will provide ADT shareholders, including Western, with
approximately $30 of value per ADT share (at current market prices) - - far
surpassing the value of Western's proposal to acquire ADT at $22.50 per
share.
Under the circumstances, we had expected Western's board and management to
recognize the superior value of the ADT/TYCO transaction and give it their
support. In that case, Western could realize the value of its investment in
ADT - - currently in excess of $1 billion - - to reduce debt and increase your
dividend, while preparing for the business risks presented by Western's
proposed merger with Kansas City Power & Light.
At current dividend levels (before the proposed KCPL merger), the amount of
profit from the sale of ADT shares would pay your dividend (at current
levels) for four years.
Instead, Western is stubbornly pursuing costly litigation and ill-favored
solicitations of tenders from ADT shareholders. This is occurring entirely
at your expense.
- - C A U T I O N - -
In required filings with the Securities and Exchange Commission, Western has
described a number of significant risks that could result from Western
management's acquisition spree.
These risks include: the uncertainty of Western's ability to continue its past
practice with respect to the payment of dividends; the potentially dilutive
effects of certain acquisition "opportunities" on Western's financial strength
and debt rating; and finally, the continuing uncertainty of deregulation in
the electric utility industry.
WHO'S GOING TO PAY FOR WESTERN'S ACQUISITION SPREE?
You will. Each and every time Western agrees to issue stock or pay cash for an
acquisition, the potential value of your Western common stock is affected.
In addition, you will pay for Western management's failures. For example, for
the past three months, you've been paying for Western's ill-fated attempts to
block the superior ADT/TYCO transaction.
As you can imagine, Western management's acquisition spree presents risks
for you. Today, it threatens the value of Western's investment in ADT.
WHAT'S NEXT?
Western Resources and ADT have had discussions about allowing Western to
realize the benefits of the ADT/TYCO transaction. ADT remains willing to
conclude these discussions. Western Resources seems to prefer to pursue
its own costly agenda for your company.
We view this behavior as irresponsible and potentially harmful to you.
Therefore, we strongly urge you to make your views known to Western's board and
management team.
REALIZE YOUR PROFIT NOW
You can call Western Resources at (913) 575-6300 and urge management to
realize the value of the ADT/TYCO transaction for you by supporting the
ADT/TYCO transaction today.
You can also ask Western's management for a pledge to maintain your current
dividend and refrain from pursuing acquisitions which could undermine Western's
ability to honor the commitments it makes to you.
We appreciate the opportunity to communicate with you on matters affecting the
value of your investment in Western.
We shall endeavor to keep you informed.
Sincerely yours,
ADT Investments, Inc.
ADT Investments, Inc. (the "Company") may solicit proxies against, or
revocation of proxies previously given in support of, proposals of Western
Resources, Inc. ("Western") to be considered at a special general meeting of
Western shareholders to be held to approve the issuance of the Western common
stock contemplated by Western's offer for the outstanding shares of ADT
Limited, the ultimate parent of the Company. The participants in this
solicitation may include the Company and the following directors, executive
officers or employees of the Company or affiliates of the Company: J. William
Grant, Angela Entwistle. The Company beneficially owns 100 shares of Western
common stock. Other than as set forth herein, neither the Company nor any of
its directors, executive officers or employees who may solicit proxies, has
any security interest in Western.