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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 3)
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.3 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)(3) Presentation made to analysts.
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 4, 1997 By /s/ JERRY D. COURINGTON
----------------------- -------------------------
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(3) Presentation to analysts 13
Exhibit No. (a)(3)
The following presentation was made to analysts:
[LOGO]
Western Resources
Bloomberg Forum -- Energy Day
April 3, 1997
[LOGO]
Western Resources
Thank you
Pleasure to be part of the program today
Let me talk to you about Western Resources
1
Overview
O Western Resources Profile
O Western Resources' Strategic Plan
O Western Resources' Security Strategy
[LOGO]
Western Resources
Will cover three areas:
Profile
Strategic plan
Security strategy
2
Western Resources Profile
"Western Resources will be the leading provider of energy and energy-related
services for homes and businesses."
[LOGO]
Western Resources
Vision statement.
3
Western Resources Profile
O 1996 revenues of $2 billion
O Serves 600,000 electric customers in Kansas Merger with KLT will add
430,000 more electric customers
O Marketing access to 1.4 million natural gas customers in Kansas and
Oklahoma through ONEOK alliance
O Rapidly expanding our unregulated businesses
Westar Security - Monitored home and commercial security systems Westar
Energy - Wholesale, one-stop energy provider Westar Capital -
Energy-related investments The Wing Group - Premier developer of
international generation projects
[LOGO]
Western Resources
To begin, want to ensure everyone know who it is we are talking about . . .
WR is a full-service energy provider based in Topeka, Kansas
Recently announced mergers and alliances broaden our customer base
Also expanding through our unregulated companies
4
Western Resources Profile
O Approximately 430,000 monitored security customers in 46 states
O Partnership in six power generation projects in three foreign countries
[LOGO]
Western Resources
Recent acquisition of Westinghouse Security Systems by Westar Security provides
a broader reach
Plus The Wing Group's partnership projects provide us reach into the
international energy market 5
Western Financial Statistics O Market price at 3/31/97 = $30.00 O 52-week
high/low $34.50 - $28 O Dividends:
1997 indicated annual dividend = $2.10
Paid every year since 1924 and increased every year for the last
20 years
O Current yield = 6.8%
O Bond ratings of BBB+, A3 and A-
O Net income twelve months ending 12/31/96 $169 million O With ONEOK and
Westinghouse and KLT:
Assets increase to about $9 billion Projected market value of
approximately $3.8 billion (using 3/31/97 stock price)
[LOGO]
Western Resources
Let's look at our financial highlights...
6
Strategic Growth Plan
O Maintain a strong core utility business
O Build a branded national presence
O Become a leader in the international energy business
[LOGO]
Western Resources
Our strategic plan includes the following key elements...
7
Western Resources/KCPL
Combined Regulated Service Territory
[MAP]
Service Territory
[LOGO]
Western Resources
When we look at the WR/KCPL merger announced Feb 7 it creates a regulated
service area shown in blue and yellow...
Strengthens our core utility business and adds 430,000 electric customers and
$900 million in revenues
Expect to close in late 1997 to early 1998
Also entered an alliance with ONEOK -- WEstern Resources contributes its natural
gas assets, creating the 9th largest LDC in the country
Gain access to 735,000 ONEOK customers
Western Resources is the largest shareowner with 45 percent ownership on a
fully converted basis
When we look at the ONEOK natural gas alliance and the WR/KCPL merger, our
regulated service area reach looks as shown...
8
The Wing Group
O Purchased in early 1996
O Premier developer of power projects in the world China Power
International -- more than 2,000 MW in coal-fired
generation
Turkey -- a 478 MW combined-cycle plant Colombia -- participation in a
160 MW gas-fired plant
[LOGO]
Western Resources
Another key element of our strategic plan includes being a player in the
developing international energy market
Majority of growth in the energy industry will be in this market
The Wing Group provides Western Resources the means to be a part of that growth
Backup notes:
WR's WR's WR's
Investment O'ship % Projected ROI
Turkey $13M 9% 23%
Colombia $18M 36% 17%
CPI-China $105M 50% 18%
JV(a)
(a) $105M includes $50M equity and $55M loan to CPI. The JV will own equity
in local power plants ranging from 35% to 60%
9
Why Security?
O Residential security business is attractive because of strong consumer
demand, double-digit growth rates and fragmented set of competitors
O Home security is another profitable service that can be offered with other
products and services to gain customer loyalty in anticipation of electric
industry deregulation
O Exposure already gained is enhanced by WSS and ADT acquisitions:
gaining customer base, brand names, infrastructure and expertise
[LOGO]
Western Resources
Where does security fit?
10
Westar Security
O Started with five acquisitions in 1995 and 1996, gaining more than 100,000
customers which made us the 10th largest security company, by estimated
customer count, in the country
O Growth further established the Westar name with a branded product identity O
Culminated in the acquisition of Westinghouse Security Systems
(WSS) 12/31/96
O Announced offer for ADT on 12/18/96
[LOGO]
Western Resources
Westar Security has been growing rapidly through acquisitions.
Westinghouse Security Systems acquisitions creates the third largest company by
customer count.
Added customers in 44 states and branch offices in 24 -- provides access to
55 percent of U.S. households
Gain state-of-the-art monitoring and customer service center, as well as
national branch network offering excellent platform for growth
Offer for ADT enhances that growth opportunity ...
11
Westar Security Reach
with WSS and ADT acquisitions
[MAP]
United States with all states highlighted except Alaska, Hawaii and North Dakota
[LOGO]
Western Resources
With Westar Security's growth, the acquisition of Westinghouse Security Systems
and our offer for ADT, we see the potential for customers in the United States
in the areas shown...
Helps to provide a 'break-out-strategy' and diversifies WR's revenues and
earnings base
Now, with that quick overview, I'll be happy to answer your questions.
12
This presentation 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.
[LOGO]
Western Resources
13