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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 5)
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.5 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)(5) Analysts' presentation given on April 9, 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 9, 1997 By /s/ JERRY D. COURINGTON
----------------------- -------------------------
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(5) Analysts' presentation given 1
on April 9, 1997
Exhibit No. (a)(5)
The following analysts' presentation was given on April 9, 1997:
[logo] Western Resources
NatWest Securities
April 9, 1997
Western Resources Vision
"Western Resources will be the leading provider of energy and
energy-related services for homes and businesses."
History
1924 - Company founded under the name The Kansas Power and Light Company
1980 - Profile - The Kansas Power and Light Company
400,000 customers
Less than $1 billion total assets
Less than $300 million in market value
$49 million earnings
1983 - Bought Gas Service Company
1992 - Merged with Kansas Gas & Electric to create Western Resources
1993 - Sold 40% of Gas Service Company for $400+ million
1995 - Acquired Mobilfone Security and CSI to start Westar Security
Recent History
1996 -
Acquired The Wing Group
Commenced offer for KLT, formal discussions began in November
Announced agreement to exchange the balance of natural gas business worth
$660 million to ONEOK for 45% of ONEOK stock
Purchased Westinghouse Security Services for approximately $358 plus
assumed certain liabilities
$3.5 billion exchange offer for ADT Limited
1997 - Reached definitive merger agreement with KLT on 2/7/97
Western Financial Statistics
Market price at 4/4/97 = $30.25
52-week high/low $31.875 - $28
Dividends:
1997 indicated annual dividend = $2.10
Paid every year since 1924
Current yield = 6.9%
Bond ratings of BBB+ , A- and A3
Net income twelve months ending 12/31/96 $169 million
With ONEOK and KLT:
Assets increase to more than $9 billion
Projected market value of approximately $3.8 billion (assuming 4/4/97
stock price and 126.5 million common shares outstanding after KLT)
Today's Western Resources
Full-service, diversified energy company
1996 revenues of $2 billion
Serves 606,000 electric customers in Kansas
Merger with KLT will add 430,000 more electric customers
Marketing access to 1.4 million natural gas customers in Kansas and Oklahoma
through ONEOK alliance
Rapidly expanding our unregulated businesses
Westar Security - Approximately 430,000 monitored home and commercial
security system customers in 46 states
Westar Energy - Wholesale, one-stop energy provider
Westar Capital - Energy-related investments
The Wing Group - Partnership in six power generation projects in
China, Turkey and Colombia
Our Strategic Plan for Growth
Maintain a strong core utility business
Build a branded national presence
Become a leader in the international energy business
Strategic Priority: Strong Core Business
Characteristics:
Low-cost producer of energy
Strong brand identity
Superior customer satisfaction levels
Opportunities:
Increase product offerings to consumers
Lower costs through reorganization
Investment Strategies :
Expand customer base and geographic footprint
Alliance opportunities including ONEOK
Acquisition opportunities include KLT
Status report:
ONEOK Strategic Alliance
Earnings accretive to Western shareowners in the first full year
Cash flow accretive first full year
Western contributes all of its gas assets to ONEOK to create the 8th largest
LDC in the country
Western gains access to 735,000 customers to market unregulated products
and services
$660 million transaction will make Western Resources the largest shareowner
of ONEOK with 45% ownership on a fully converted basis
Western Resources will book 9.9% of ONEOK's earnings through equity accounting
on common stock plus a preferred dividend of not less than $1.80 per preferred
share
Status Report:
Kansas City Power & Light (KLT) merger
Merger agreement reached at 2/7/97
Adds 430,000 electric customers and $900 million in revenues
Canceled tender offer
Expect to close early 1998
Description of Offer: KLT
TERM SUMMARY
Consideration $32.00 of WR common stock per
share of KLT common stock*
Number of WR common shares
capped at 1.100 per each KLT
common share
Current exchange ratio, based on
4/2/97 closing price is 1.045
Includes price protection provision
Form of Transaction Tax-free stock swap, pooling-of-
interests transaction worth $2
billion
Financing Issue new shares of WR common
*Subject to an exchange ratio of 0.917 to 1.100
Western Resources common shares for each KLT share
common stock.
Exchange Ratio Calculation
Calculation of Stock Price and Dividends to KLT Shareholders -- current indicated dividends
Western Exchange Stock Premium Dividend Increase
Stock Ratio Value to KLT to KLT in KLT
Price WR/KLT to KLT April 12 Holders (1) Dividend (1)
$27.00 1.100 $29.70 24.4% $2.31 42.6%
27.50 1.100 30.25 26.7% 2.31 42.6%
28.00 1.100 30.80 29.0% 2.31 42.6%
28.50 1.100 31.35 31.3% 2.31 42.6%
29.00 1.100 31.90 33.6% 2.31 42.6%
----------------------------------------------------------------------------------------------------
Collar 29.09 1.100 32.00 34.0% 2.31 42.6%
29.50 1.085 32.00 34.0% 2.31 40.7%
30.00 1.067 32.00 34.0% 2.28 38.3%
30.50 1.049 32.00 34.0% 2.24 35.8%
31.00 1.032 32.00 34.0% 2.17 34.0%
31.50 1.016 32.00 34.0% 2.13 31.5%
32.00 1.000 32.00 34.0% 2.10 29.6%
32.50 0.985 32.00 34.0% 2.07 27.8%
33.00 0.970 32.00 34.0% 2.04 25.9%
33.50 0.955 32.00 34.0% 2.01 24.1%
34.00 0.941 32.00 34.0% 1.98 22.2%
34.50 0.928 32.00 34.0% 1.95 20.4%
Collar 34.90 0.917 32.00 34.0% 1.93 19.1%
----------------------------------------------------------------------------------------------------
35.00 0.917 32.10 34.5% 1.93 19.1%
35.50 0.917 32.55 36.3% 1.93 19.1%
36.00 0.917 33.01 38.3% 1.93 19.1%
(1) Based on current indicated dividends
Western Resources / KLT / ONEOK
Combined Regulated Service Territory
[MAP]
Strategic Priority:
Branded National Presence
Characteristics:
No utility has more than 4% of electric market; our critical mass goal is
5% - 10% of energy market
Coming legislative changes will likely allow utilities to compete for
customers like AT&T, MCI, and Sprint, instead of limiting franchises
Opportunities:
Acquire a product with characteristics similar to electricity or natural gas
that may be sold nationwide today. . . security
Sell products (energy & security) under umbrella of brand names. Today we
market under the names Westar, KPL and KGE and soon
under Oklahoma Natural Gas
Investment Strategies:
Long-term growth and income opportunities reside with being a low-cost
provider of value-added services to end-user consumers
Why Security?
Residential security business is attractive because of strong consumer demand,
double-digit growth rates and a fragmented industry
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
Exposure already gained is enhanced by WSS acquisition and ADT offer: gaining
customer base, brand names, infrastructure and expertise
Westar Security
Started with five acquisitions in 1995 and 1996, gaining approximately
110,000 customers which made us the 10th largest security company, by
estimated customer count, in the country
Growth further established the Westar name with a branded product identity
Acquisition of Westinghouse Security Systems (WSS) effective 12/31/96 makes
us the third-largest monitored security company in the U.S.
Announced offer for ADT on 12/18/96
Recent Acquisition:
Westinghouse Security Systems
Transaction terms
Created 3rd largest monitored security systems company in the U.S., by
customer count
Added about 320,000 customers and branch offices in 24 states --
provides access to 55% of US households
Cash transaction of approximately $358 million plus assumed
certain liabilities
Gain state-of-the-art centralized monitoring and customer service
center and national branch network offering an excellent platform for
growth
Western Resources' Offer for ADT
$22.50 per ADT common share
$10.00 in cash
$12.50 in WR common stock*
Western Resources already owns 38.3 million ADT shares at an average cost of
$15.40 per share
Pending litigation
Invalidate Republic warrants
Disallow vote of treasury stock held by an ADT subsidiary
Invalidate dead hand poison pill
* Represents 0.41322 of a share of Western Resources' common stock for each
share of ADT common stock based on the closing price of Western Resources'
common stock on February 28, 1997. ADT shareowners would not, however,
receive more than 0.42017 share of Western Resources common stock.
Westar Security Reach
with WSS and ADT
[map]
Map of United States excluding North Dakota, Alaska and Hawaii
More than 2 million customers in 46 states, Canada and the United Kingdom
Strategic Priority:
Leader in the International Energy Business
Characteristics:
Most growth in generating facilities and energy consumption during the next
20 years will occur outside the U.S. in developing nations, like China
Foreign countries are privatizing generation
Opportunities:
Develop relationships with central governments, find local partners; seek
third-party financial partners
Receive carried interest for structuring expertise and obtain
opportunity for equity investment as appropriate
Favorable position when distribution is eventually privatized
Investment Strategies:
Infrastructure builders will be best-positioned to eventually serve end
users
Investment options include: developers, existing plants, greenfield projects
Status Report:
The Wing Group
Purchased in early 1996
Premier developer of power projects in the world
Finalized agreement with CPI in December, involving more than 2,000 MW
coal-fired generation in China
Closed on Turkey project, a 478 MW combined-cycle plant
Closed on project to participate in 160 MW gas-fired plant in Colombia
International Power
Development - The Wing Group
[map]
Showing The Wing Group locations
Future View - Financial
Outlook of new WR with KLT, ONEOK, and security transactions completed:
Positioned to build long-term shareowner value
Growing revenue streams from new products and expanded markets
Recurring monthly revenue under multi-year, renewable security
contracts
Improved margins from operating synergies and economies of scale
Continued acquisition efforts consistent with growth strategy
Delivering on our strategy will ensure continued access to capital markets
Committed to maintaining investment grade credit quality
What Analysts Think of WR Strategic Moves:
"The company is aggressively seeking to expand its access to customers on a
nationwide basis, and ADT fits the bill perfectly, with its superior
brand-name recognition and operations in 44 states as well as Canada and
Europe." NatWest Securities
"We believe WR's strong long-term growth rate offsets near-term dilution."
Prudential Securities
This analysts' 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.