-----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, VgKWIsILlPCLNmcYbsme86Ear/lYy2ZbvjYEEHFTia5UgmlmK8IYGLMHYGU7JDBW WoqDXniNdNVaea2R/YQHuQ== 0000950130-96-004804.txt : 19961219 0000950130-96-004804.hdr.sgml : 19961219 ACCESSION NUMBER: 0000950130-96-004804 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961218 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: 96682337 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: [] 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 AMENDMENT NO. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) ADT LIMITED (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) December 18, 1996 (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 - -------------------------------------------------------------------------------- NUMBER 7. SOLE VOTING POWER OF SHARES 38,287,111 BENEFICIALLY ---------------------------------------------------------- OWNED 8. SHARED VOTING POWER BY EACH 0 REPORTING ---------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 38,287,111 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,287,111 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -2- Pursuant to Rule 13d-2(a) of Regulation 13D 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 October 29, 1996 by Amendment No. 8 thereto (the "Statement"), with respect to the Common Shares, par value $0.10 per share (the "Shares") of 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. No material change. Item 4. PURPOSE OF THE TRANSACTION. On December 18, 1996, the Reporting Person and Western Resources, Inc. ("WRI"), of which the Reporting Person is a wholly owned subsidiary, issued a press release, a copy of which is filed as Exhibit 1 hereto, and incorporated herein by reference, announcing a proposal to acquire the Issuer for $15.00 of common stock of WRI and $7.50 cash per Share. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: (a) According to the Issuer's Form 10-Q for the quarter ended September 30, 1996, as of November 5, 1996 there were 141,119,159 Shares issued and outstanding, of which 3,182,787 were held by a subsidiary of the Issuer. The Reporting Person beneficially owns (within the meaning of Rule 13d-3) 38,287,111 Shares (including 14,115 Shares issuable upon exchange of 500 Liquid Yield Option Notes ("LYONS") of the Issuer beneficially owned by the Reporting Person as reported in Amendment No. 8 to the Statement), constituting approximately 27.1% of the total amount of issued and outstanding Shares (including the Shares held by a subsidiary of the Issuer and assuming that 500 LYONS are exchanged for 14,115 Shares). (b) The Reporting Person has the sole power to vote or direct the vote of its Shares and to dispose of its Shares. (c) Since the filing of Amendment No. 8 to the Statement, the Reporting Person has purchased 209,500 Shares in open market transactions. Set forth below is a table identifying and describing all such transactions: -3- Common Shares Price per share Date of Purchase - -------------------------------------------------- 65,000 19.75 10/29/96 144,500 19.75 10/29/96 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. Exhibit 1 Press release issued on December 18, 1996. -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: December 18, 1996 -5- EXHIBIT INDEX ------------- Exhibit 1 Press release issued on December 18, 1996 EX-1 2 PRESS RELEASE ISSUED ON DECEMBER 18, 1996 EXHIBIT 1 [LETTERHEAD OF WESTERN RESOURCES] Media contact: Michel' Philipp Phone: 913.575.1927 FAX: 913.575.6399 news@wstnres.com Investor contact: Rick Kready Phone: 913.575.8226 FAX: 913.575.8160 Rick Kready@wstnres.com - -------------------------------------------------------------------------------- Editor's Note: A telephone news conference call has been scheduled for 10 a.m. CST with Mr. Hayes. Media wishing to participate should call 1-888-208-1811 prior to 10 a.m. CST and provide the following confirmation number: 298590. WESTERN RESOURCES MAKES OFFER FOR ADT IN $3.5 BILLION EXCHANGE OFFER WESTERN RESOURCES WOULD BECOME #1 IN MONITORED SECURITY FOR HOMES, BUSINESSES NEW YORK, New York, December 18, 1996 (7:30 a.m. EST) -- Western Resources (NYSE: WR), the Topeka-based energy and security services company, today announced an offer to acquire the outstanding common stock of ADT Limited, North America's largest monitored security services company. Western Resources, the largest shareowner of ADT with approximately 27 percent of ADT outstanding shares, said it would offer $22.50 in Western Resources stock and cash for each ADT common share. The offer consists of $15.00 in Western Resources common stock* and $7.50 cash. Under ADT's by-laws Western Resources is calling for a special meeting of ADT shareowners to replace the ADT board of directors in order to complete the transaction. The offer was made in a letter, which is attached, to the ADT board of directors through Michael Ashcroft, ADT chairman. The offer is to be made directly to ADT shareowners through an exchange offer Western Resources intends to file shortly. -more- P.2 - ADT Based on the closing price of ADT common shares on Tuesday, December 17, 1996, the offer represents a premium of 12 percent over ADT's market price. In addition, ADT shareowners would receive a per ADT share equivalent dividend of $0.99 per year based on Western Resources' current annual indicated dividend rate of $2.06 per share and its share price of $31 1/4 at the close of business on December 17. ADT does not presently pay a dividend. Earlier this week, Western Resources announced an agreement to acquire Westinghouse Security Systems. When joined with Western Resources' existing security subsidiary, Westar Security, the Westinghouse acquisition positions Westar Security as the third largest monitored security services provider in the United States. "We have demonstrated our belief in ADT's future through our investment," said John E. Hayes, Jr., Western Resources chairman of the board and chief executive officer. "The benefits of this transaction are compelling, offering a natural extension of our respective businesses. The combination positions us both to add lifestyle convenience to a national and international consumer base." Editor's note: B-roll footage is available for unrestricted broadcast usage on the following C-Band satellite feeds: Wednesday, Dec. 18 -- 11 a.m. to 11:30 a.m. EST, Galaxy 4, Tr. 11; 2 p.m. to 2:30 p.m. EST, Galaxy 4 Tr. 9; 3 p.m. to 3:30 p.m. EST, Galaxy 9 Tr. 22; 4 to 4:30 p.m. EST, Galaxy 9, Tr. 22. On Thursday, Dec. 19 -- 11 a.m. to 11:30 a.m. EST, Galaxy 9 Tr. 2; 2 p.m. to 2:30 p.m. EST, Galaxy 9, Tr. 22. Western Resources (NYSE: WR) is a full-service, diversified energy company with total assets of more than $6 billion. Its utilities, KPL and KGE, operating in Kansas and Oklahoma, provide electric and gas service to approximately 1.2 million customers. Through its unregulated subsidiaries, Westar Energy, Westar Security, Westar Capital, and The Wing Group, a full range of energy, security and related products and services are developed and marketed in the continental U.S. and offshore. Westar Security, with Westinghouse Security Systems, will be the third largest provider of security services in the United States with more than 400,000 customers and branch offices in 50 cities. For more information about Western Resources and its operating companies, visit us on the Internet at http://www.wstnres.com. *Assuming the Western Resources average stock price prior to closing is above $29.75 per share. [Western Resources/John E. Hayes, Jr. Letterhead] December 18, 1996 Mr. Michael A. Ashcroft ADT Limited 41 Cedar House Hamilton HM12 Bermuda Dear Michael, We have demonstrated our belief in ADT's future by investing $589 million to purchase 27% of ADT's outstanding common shares, making us ADT's largest shareowner. In the past you and your board have advised us that you are not interested in discussing a business arrangement between our companies that could maximize ADT's potential, both in its existing security business and in the emerging market of deregulated retail energy distribution. Now, after careful study and consideration, we have determined that the potential benefits to ADT, Western Resources and ADT's other shareowners from a combination of Western Resources and ADT are simply too compelling to ignore. We firmly believe that this combination will provide significant benefits to our respective shareowners, customers and employees not available to either company on its own. We believe ADT's full potential can only be realized in a strategic business combination. In our proposed transaction, ADT shareowners will become part of one of the most innovative and dynamic companies in the business of making people's lives safer and more comfortable. Our subsidiary, Westar Security, is one of the fastest growing security companies in the nation. Combined with ADT, the leading brand name in the security industry, Western Resources will serve the energy and security needs of customers across the country and around the world. Western Resources, therefore, will file with the Securities and Exchange Commission a preliminary prospectus for an offer by Western Resources to ADT shareowners. Under our proposed offer, ADT shareowners (other than Western Resources and its affiliates) will receive $7.50 net in cash and $15.00 of Western Resources common stock in exchange for each ADT common share, up to a maximum of 0.50420 shares of Western Resources common stock. Based upon the closing price of ADT common shares on December 17, 1996, our proposal represents a 126o premium above ADT's market price. In order to ensure ADT's other shareowners receive the chance to consider our proposal for themselves, we will also demand a special general meeting of ADT shareowners for the purposes of (i) removing the present members of the ADT board, (ii) reducing the number of seats on the ADT board from eight to two, and (iii) electing Western Resources' nominees to the ADT board. We will also file preliminary proxy materials relating to such special meeting. Once the Western Resources nominees are elected to the ADT board, Western Resources intends to consummate the exchange offer and a subsequent amalgamation pursuant to which Western Resources will acquire 100% of ADT's equity. We trust that you and the other members of ADT's board will consider the best interests of ADT's shareowners, customers and employees and agree to meet with us to achieve a mutually beneficial transaction that ensures that ADT executives and employees will enjoy exciting opportunities for career growth with the combined company. We are, however, committed to achieving the strategic benefits of a business combination of ADT and Western Resources and prepared to take all necessary steps to ensure that we and ADT's other shareowners have the opportunity to decide the future of our investment in ADT. I look forward to hearing from you soon. Sincerely, /s/ John -----END PRIVACY-ENHANCED MESSAGE-----