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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 print advertisement prepared by ADT Investments,
Inc.:
If Western Resources continues its buying spree, your dividend may go to
another utility
[graphic: bird's-eye view of toilet with seat up]
In the last 12 months, Western Resources has committed several billions of
dollars in cash and stock to acquisitions. And who's going to pay the price?
Unfortunately, Western's shareholders. Western even admits they can make no
assurances that they will keep paying dividends at historical levels. And
isn't that the reason you invested in a utility company? DON'T LET YOUR
DIVIDEND GO TO WASTE. [ADT LOGO]
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.