-----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, LMjnGAKCdutspLPaXxKnqC54ZAtD5wK5Xah+8VGHKoLjjcQEkKAc8Nu34DeGCG7E uw25dtOoMf/BV0pVQHEXlQ== 0000950172-96-000597.txt : 19961003 0000950172-96-000597.hdr.sgml : 19961003 ACCESSION NUMBER: 0000950172-96-000597 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961002 SROS: NYSE 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: 96638507 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: REPUBLIC INDUSTRIES INC CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 E LAS OLAS BLVD STREET 2: STE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3057618333 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD STREET 2: SUITE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ADT Limited (Name of Issuer) Common Shares, Par Value $.10 Per Share (Title of Class and Securities) 000915306 (CUSIP Number of Class of Securities) Richard L. Handley Senior Vice President and General Counsel Republic Industries, Inc. 200 East Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL 33301 Telephone: (954) 627-6000 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Stephen F. Arcano Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 September 27, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 000915306 ----------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Republic Industries, Inc. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 15,000,000 SHARES ----------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ----------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON 15,000,000 WITH ----------------------------------- (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000,000 ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.1% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- Item 1. Security and Issuer. This Amendment No. 1 to Statement on Schedule 13D relates to the common shares, par value $.10 per share (the "Common Shares"), of ADT Limited, a corporation organized under the laws of Bermuda ("ADT"). The principal executive offices of ADT are located at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. Item 4. Purpose of the Transaction Pursuant to an agreement dated as of September 27, 1996, Republic Industries, Inc. ("Republic"), R.I./Triangle, Ltd. ("Triangle") and ADT terminated by mutual consent the Agreement and Plan of Amalgamation dated as of July 1, 1996 and amended as of July 15, 1996 (as amended, the "Amalgamation Agreement") to which they were party. In connection therewith, ADT and Republic modified the terms of the Common Share Purchase Warrant granted by ADT to Republic (the "Warrant") to include certain restrictions on the issuance of Common Shares pursuant to the Warrant to any Person who has acquired interests in 10% or more of any class of shares of ADT (other than interests acquired by virtue of the holding of the Warrant) on the transfer of Common Shares issued to Republic or its affiliates upon exercise of the Warrant. The foregoing summary of the termination of the Amalgamation Agreement and the modifications to the Warrant does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by and among Republic, Triangle and ADT, which is attached as Exhibit D. Item 5. Interest in Securities of the Issuer. (a)-(b) The Warrant became exercisable upon termination of the Amalgamation Agreement. In connection with such termination, the Warrant was amended as described in Item 4. Republic may be deemed to have sole voting and dispositive power with respect to the ADT Common shares subject to the Warrant and, accordingly, may be deemed to beneficially own 15,000,000 Common Shares of ADT, or approximately 10.1% of the ADT Common Shares outstanding on August 5, 1996 (based on the number of Common Shares outstanding on such date as disclosed in ADT's Quarterly Report on Form 10-Q for the period ended June 30, 1996), assuming exercise of the Warrant. Item 7. Materials to be filed as Exhibits. Exhibit D -- Amendment No. 2 to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by and among Republic, Triangle and ADT. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 2, 1996 Republic Industries, Inc. By: /s/ Richard L. Handley _________________________ Richard L. Handley Senior Vice President and General Counsel EXHIBIT INDEX Exhibit Description D Amendment No. 2 to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by and among Republic, Triangle and ADT. EX-99 2 EXHIBIT D - AMENDMENT NO. 2 TO AGREEMENT CONFORMED COPY AMENDMENT NO. 2 to AGREEMENT AND PLAN OF AMALGAMATION (INCLUSIVE OF AN AMENDMENT TO THE WARRANT) Amendment, dated as of the 27th day of September, 1996, to the Agreement and Plan of Amalgamation, dated as of the first day of July, 1996, as amended on July 15, 1996 (as amended, the "Agreement") by and among Republic Industries, Inc., a Delaware corporation ("Parent"), R.I./Triangle, Ltd., a Bermuda company limited by shares and a wholly owned subsidiary of Parent ("Acquisition"), and ADT Limited, a Bermuda company limited by shares (the "Company"), which Amendment includes an amendment to the Common Share Purchase Warrant issued by the Company on July 1, 1996. Capitalized terms used but not separately defined herein shall have the meanings assigned to such terms in the Agreement. WHEREAS, Parent, Acquisition, and the Company are parties to the Agreement; WHEREAS, Parent, Acquisition and the Company desire to terminate the Agreement; WHEREAS, Parent and the Company desire to amend the Warrant previously issued to Parent by the Company; NOW, THEREFORE, in consideration of the premises hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Termination. (a) The parties hereby terminate the Agreement pursuant to Section 7.1(a) thereof. (b) The parties acknowledge that the effects of the termination of the Agreement shall be as provided in Section 7.2 of the Agreement and that none of the parties has breached any material provision of the Agreement prior to the date hereof. 2. Amendment to Warrant. Parent and Company agree that the Warrant shall be amended by adding the following new Section 24: "24. Restrictions relating to Persons interested in 10% or more of the shares of the Company. Notwithstanding any other provision of this Warrant and in addition and without prejudice to all other restrictions contained herein: (a) the Company shall not be required to issue shares of Common Stock (or Other Securities) pursuant to any obligation contained in this Warrant and no shares shall be deemed to have been issued under this Warrant to any Person who has acquired interests in shares in the Company (other than interests acquired by virtue of the holding of this Warrant) which amount to 10% or more of the issued share capital of any class of the Company; and (b) save pursuant to the procedures described in Section 13 above, no Common Stock (or Other Securities) issued to Parent Co. or any of its Affiliates or nominees upon exercise of this Warrant shall be knowingly sold, assigned or otherwise transferred to any Person who Parent Co. has reasonable cause to believe (after reasonable enquiry, which shall include enquiry of the Company) has acquired interests in shares of the Company which amount to 10% or more of the issued share capital of any class of the Company and, for the purposes of the above, the phrase "interests in shares" shall be construed in the same manner as if it were being construed for the purposes of and in accordance with Bye-Law 46 of the Company's Bye-Laws and shall include interests in shares of any Person deemed to be acting in concert within the meaning of those Bye-Laws." 3. References. All references to the "Agreement" in this Amendment shall mean the Agreement as previously amended and as amended hereby. All references to the "Warrant" in this Amendment shall be deemed to refer to the Warrant as amended by this Amendment. Except as expressly amended hereby, the terms and conditions of the Warrant shall remain in full force and effect. 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of Bermuda without regard to principles of conflicts of laws. 5. Counterparts. This Amendment may be executed in counterparts, which together shall constitute one and the same Amendment. The parties may execute more than one copy of this Amendment, each of which shall constitute an original. IN WITNESS WHEREOF, the undersigned parties hereto have executed this Amendment as of the date first above written. REPUBLIC INDUSTRIES, INC. By: /s/ Steven R. Berrard --------------------- Name: Steven R. Berrard Title: Vice President [SEAL] R.I./TRIANGLE, LTD. By: /s/ Thomas W. Hawkins ---------------------- Name: Thomas W. Hawkins Title: Sr. Vice President [SEAL] ADT LIMITED THE COMMON SEAL ) By: /s/ M.A. Ashcroft OF ADT LIMITED ) ---------------------- WAS HEREUNTO AFFIXED ) Name: M.A. Ashcroft IN THE PRESENCE OF: ) Title: Director By: /s/ S.J. Ruzika ---------------------- Name: S.J. Ruzika Title: Director -----END PRIVACY-ENHANCED MESSAGE-----