-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jwlvx1zTKmh3qTOE45VSz6yOB3ju5x2EBPEem1uSmBslrh/c2/NID1mGzk2UkW73 dTwf3qZJlTL+bfXLEXKtew== 0000891836-97-000314.txt : 19970708 0000891836-97-000314.hdr.sgml : 19970708 ACCESSION NUMBER: 0000891836-97-000314 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970707 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADT LIMITED CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43685 FILM NUMBER: 97636561 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVE CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 8092952244 MAIL ADDRESS: STREET 1: 2255 GLADES RD STE 421A CITY: BOCA RATON STATE: FL ZIP: 334310835 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTAR CAPITAL INC CENTRAL INDEX KEY: 0001010312 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 9135756329 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 SCHEDULE 13D/A (AMENDMENT NO. 11) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11) Tyco International Ltd. (Name of Issuer) Common Shares, Par Value $0.10 Per Share (Title of Class of Securities) 000915 10 8 (CUSIP Number) Marilyn Dalton Secretary and Treasurer Westar Capital, Inc. 818 Kansas Avenue Topeka, Kansas 66612 (913) 575-8357 Copies to: John K. Rosenberg, Esq. Neil T. Anderson, Esq. Western Resources, Inc. Sullivan & Cromwell 818 Kansas Avenue 125 Broad Street Topeka, Kansas 66612 New York, New York 10021 (913) 575-6535 (212) 558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 1997 (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. - -------------------- CUSIP NO. 000915108 - -------------------- - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westar Capital, Inc; 48-1092416 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Kansas - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 18,428,735 SHARES ---------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 18,428,735 WITH -------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,428,735 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -2- Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, Westar Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and supplements its Statement on Schedule 13D originally filed by the Reporting Person on January 26, 1996, as most recently amended on March 17, 1997 by Amendment No. 10 thereto (the "Statement"), with respect to the Common Shares, par value $0.20 per share (the "Shares") of Tyco International Ltd., a Bermuda corporation formerly known as ADT Limited (the "Issuer"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. Item 4. PURPOSE OF THE TRANSACTION. Not applicable. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) On July 2, 1997, ADT Limited, a Bermuda corporation ("ADT"), and Tyco International Ltd., a Massachusetts corporation ("Tyco") announced the closing of a transaction ("the Merger") in which a subsidiary of ADT merged with and into Tyco. In the Merger, Tyco shareholders received one Share for each of their Tyco shares. ADT shareholders, through a reverse stock split, received 0.48133 of a Share (the "Exchange Ratio") for each of their ADT common shares. ADT was renamed Tyco International Ltd. subsequent to the Merger. According to the Joint Proxy Statement (the "Proxy Statement") of ADT and Tyco disseminated in connection with the Merger, as of May 13, 1997 there were there were 157,010,468 common shares of ADT issued and outstanding (the "ADT Outstanding Number"), 3,182,787 of which were held by a subsidiary of ADT. According to the Proxy Statement, as of May 13, 1997 there were 168,358,092 shares of Tyco stock issued and outstanding (the "Tyco Outstanding Number"). Based on the ADT Outstanding Number (after giving effect to the Exchange Ratio) and the Tyco Outstanding Number, the total number of Shares issued and outstanding upon consummation of the Merger is approximately 243,931,941, which is the number of issued and outstanding Shares assumed herein. After giving effect to the Exchange Ratio, the Reporting Person beneficially owns 18,428,735 Shares, or approximately 7.6% of the outstanding Shares. (b) No material change. (c) Not applicable. (d) Not applicable. (e) Not applicable. -3- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by the addition of the press release attached as an exhibit hereto. -4- SIGNATURES After reasonable 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. WESTAR CAPITAL, INC. By: /s/ Marilyn Dalton ------------------------------ Name: Marilyn Dalton Title: Secretary and Treasurer Dated: July 3, 1997 -5- EX-99 2 PRESS RELEASE WESTERN RESOURCES STANDS TO GAIN MORE THAN $700 MILLION CONTINUES SECURITY GROWTH WITHOUT ADT TOPEKA, Kansas, July 2, 1997 (2:00 p.m. CDT) -- Western Resources (NYSE:WR) today announced it stands to gain $710 million at today's conversion price on its 38 million shares of ADT Limited common stock. At the current market price, the company's ADT stock is worth more than $1.3 billion. Since its initial investment in December 1995, Western Resources' $590 million in ADT holdings have been financed entirely with short-term borrowings. "Our innovative strategy of investing in the security business has paid off in two ways -- a huge gain through ADT and a leading position in the industry as the third largest security company in the country," said John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer. In light of the premium price paid by Tyco for ADT, Western Resources is today withdrawing its exchange offer for ADT while it continues to pursue legal action in Bermuda seeking to receive cash at the full value of the ADT shares. Hayes also said the market place can expect more innovative moves from Western Resources. "We have announced a creative strategic alliance with ONEOK to handle our natural gas operations, giving us 45 percent ownership in the 8th largest gas company in the nation," he said. "Combine that with our Kansas City Power & Light merger and our international business, through our subsidiary, The Wing Group, and we are growing our company to meet consumer demands while providing tangible shareowner value." -30- 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. -----END PRIVACY-ENHANCED MESSAGE-----