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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 62)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
Kansas City Power & Light Company
(Name of Subject Company)
Western Resources, Inc.
(Bidder)
Common Stock, Without Par Value
(Title of Class of Securities)
48513410
(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, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
Copies to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
William S. Lamb
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
This Amendment No.62 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 July 8, 1996 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 July 3, 1996, 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)(147) Employee update and press release issued on December 18,
1996, announcing WR's tender offer to acquire ADT.
(a)(148) Western Resources/ADT company profile fact sheets
(a)(149) Employee Question and Answer sheet
(a)(150) Employee newsletter - Resource dated December 18, 1996
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 December 18, 1996 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(147) Employee update and press release 4
issued on December 18, 1996,
announcing WR's offer to acquire ADT
(a)(148) Western Resources/ADT company profile 5
fact sheets
(a)(149) Employee Question and Answer sheet 3
(a)(150) Employee newsletter - Resource dated 3
December 18, 1996
Exhibit No. (a)(147)
The following employee update and press release announcing Western Resources
offer to acquire ADT was issued on December 18, 1996:
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.
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."
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.
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC. ("WESTAR")
AND CERTAIN DIRECTORS AND EXECUTIVE OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES, INCLUDING DIRECTOR NOMINEES, OF WESTERN RESOURCES, INC.
("WESTERN RESOURCES") AND WESTAR, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM
AND ADT
Western Resources and Westar may solicit proxies in order to replace the
Board of Directors of ADT with their nominees, Steven L. Kitchen and Steven A.
Millstein. The participants in this solicitation may include Western Resources
and Westar, John E. Hayes, Jr. and David C. Wittig, each a director of Western
Resources, and the following executive officers and employees of Western
Resources or Westar (unless otherwise indicated, each is an executive officer
or employee of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.),
Carl M. Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D. Terrill
(Secretary), Steven A. Millstein (President, Westar Consumer), Michel' J.
Philipp, Bruce A. Akin, Craig A. Weingartner and Lori A. Finney.
Westar beneficially owns approximately 27% of the Common Shares of ADT
all of which were purchased in privately negotiated and open market purchases
during the last two years.
Other than as set forth herein, as of the date of this news release
neither Western Resources or Westar nor any of their respective directors,
executive officers, employees or other representatives, including director
nominees, who may solicit proxies has any security holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial advisors to
Western Resources, and Barnes Associates, Inc. ("Barnes Associates") and
Deloitte & Touche, consultants to Western Resources, do not admit that they or
any of their directors, officers, employees or affiliates are a "participant,"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that Schedule 14A requires
the disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy (Vice
President), Chad Rucker and Lisa Grieve (each an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler (Managing
Director) and David F. Huff (Vice President), in each case of Bear Stearns,
Mark Davis (Managing Director), John Bass (Vice President) and Andrew Quigley
(Associate), in each case of Chase, Michael S. Barnes (President) and Mark
Gronowski (Senior Vice President), in each case of Barnes Associates, and Tom
Flaherty (National Partner) and Chris Bracken (Senior Consultant), in each
case of Deloitte & Touche, may assist Western Resources and Westar in such a
solicitation. Salomon, Bear Stearns and Chase engage in a full range of
investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of their
business, Salomon, Bear Stearns and Chase may trade securities of ADT for
their own account and the account of their customers and, accordingly, may at
any time hold a long or short position in such securities. Salomon Brothers
Inc has advised Western Resources that as of December 13, 1996, Salomon held a
short position with respect to 10,800 common shares of ADT, and beneficially
owned Liquid Yield Option Notes of an affiliate of ADT exchangeable for 14,595
common shares of ADT. Bear Stearns and Chase have advised Western Resources
that they have no beneficial ownership of securities of ADT or its affiliates.
Except as disclosed above, to the knowledge of Western Resources and
Westar, none of Western Resources or Westar, or their respective directors,
executive officers, employees or other representatives, including director
nominees, named above has any interest, direct or indirect, by security
holdings or otherwise, in ADT.
A registration statement relating to the Western Resources securities
referred to in this news release has been filed with the Securities and
Exchange Commission but has not yet become effective. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The following letter was attached to the Employee Update/Press release:
December 18, 1996
Mr. Michael A. Ashcroft
ADT Limited
Cedar House
41 Cedar Avenue
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 12% 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 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 E. Hayes, Jr.
Exhibit No. (a)(148)
The following Western Resources/ADT company profile fact sheets were issued on
December 18, 1996:
Western Resources/ADT
A Strategic Combination
* National brand name
* National marketing network for security, energy and related products
- 280 offices in North America
and access to over 70% of the U.S. population
* Creates business with over 4 million customers in 46 states, United
Kingdom, Europe, and Canada
Financially Sound
* Significantly cash flow accretive in the first year
* Cash flow reinforces Western Resources dividend policy
* Security industry revenue compound annual growth rate over 10%
* Transaction expected to be earnings accretive within a few years
* Balance sheet remains stable initially, improves over time
ADT
Business Profile
ADT is North America's leading provider of electronic monitoring. Customer
base of 65% residential and 35% commercial security systems.
* Leader in an industry with $13 billion in annual revenues
* 1.7 Million customers in 44 states and abroad
-- 1.2 Million in U.S.
-- 500,000 in U.K.
* Represents national infrastructure on which to overlay Western
Resources energy business
* More than a dozen regional monitoring centers
* 18,000 employees
* 7 percent U.S. market share overall
* 75,000 new residential installations last quarter
* Favorable national alliances:
-- Authorized dealers such as 4,500 RadioShack stores
-- Joint marketing with HFS, world's largest franchiser of hotels and
residential real estate brokerage offices
* Sophisticated, computerized security integration systems offered to large
national accounts -- including major retailers, government, office
developments and airports -- and small business
Western Resources, Inc.
Business Profile
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.
Western Resources: * Approximately 600,000 electric customers and
access to 1.4 million natural gas customers
through pending ONEOK alliance
* 4,317 employees
* Annualized revenues of approximately $1.6 billion
* Total assets of more than $6 billion
* Largest shareholder of ADT, holding 27 percent of
outstanding common shares
Westar Security: * Wholly owned Western Resources subsidiary
Headquartered in Topeka, KS
* Offers monitored security services for residential
and commercial customers
* Has completed five security services company
acquisitions in less than one year, with offices
located in 11 states in the Midwest and southeastern
U.S.
* Nation's fastest growing security company -- 3rd
largest in the country with completion of
Westinghouse Security Systems acquisition by year end.
Immediately will add 300,000 customers and 46 branch
offices in 44 states.
Why Security?
Why Enter the Security * Western Resources' growth strategy is to
Business? invest in businesses with attractive revenue
growth potential that complement existing
business lines
* Non-cyclical revenue stream
* Security industry has industry-wide double
digit growth rate
* Monitored security service closely resembles
the electric utility industry, making energy and
security logical, compatible services in
consumers' minds
* Complements our other businesses and broadens
service offerings, adding lifestyle conveniences
to grow our national and international consumer
base
* Platform offers opportunity to add energy/
related services market share
* Utilize expertise from customer service
businesses
* Therefore, entry into the security services
business is a logical, pragmatic step in our
strategic plan
Management: * Western Resources is among the first energy
companies to recognize the growth potential in
combining energy and security services companies
* Through its Westar Security subsidiary, five
security acquisitions have been completed since
late 1995, making Westar Security one of the
fastest growing security companies in the nation
Our Expanding Presence in * Began in 1995 with acquisitions of CSI and
the Security Business: Mobilfone. Both companies offered commercial and
residential security services in the Midwest
* Acquired interest in ADT in January and March
of this year, purchasing a total of 30.8 million
shares of ADT common stock, or 25 percent of
ADT's outstanding shares
* Purchased CMS in June. CMS offered monitoring
services for installers/dealers located
throughout the southeastern U.S.
* Acquired Sentry Protective Alarms, a company
providing security services in the Midwest, in
July
* In September, acquired Safeguard Alarms, a
company, providing security services to retail
and wholesale customers in the Midwest
* Acquired an additional 7.5 million shares of
ADT common stock this summer and fall, bringing
Western's holding of ADT's common stock to 38.3
million shares, 27 percent of ADT's outstanding
shares
* Westinghouse Security Systems acquisition to
be completed by year-end 1996
Westar Security Customer * Provides security services to more than
Base: 110,000 customers, making Westar Security
the nation's 10th largest security services
company by customer count
* With completion of Westinghouse Security
Services transaction, Westar Security will
become the third largest security services
company in U.S.
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC. ("WESTAR")
AND CERTAIN DIRECTORS AND EXECUTIVE OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES, INCLUDING DIRECTOR NOMINEES, OF WESTERN RESOURCES, INC.
("WESTERN RESOURCES") AND WESTAR, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM
AND ADT
Western Resources and Westar may solicit proxies in order to replace the
Board of Directors of ADT with their nominees, Steven L. Kitchen and Steven A.
Millstein. The participants in this solicitation may include Western Resources
and Westar, John E. Hayes, Jr. and David C. Wittig, each a director of Western
Resources, and the following executive officers and employees of Western
Resources or Westar (unless otherwise indicated, each is an executive officer
or employee of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.),
Carl M. Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D. Terrill
(Secretary), Steven A. Millstein (President, Westar Consumer), Michel' J.
Philipp, Bruce A. Akin, Craig A. Weingartner and Lori A. Finney.
Westar beneficially owns approximately 27% of the Common Shares of ADT
all of which were purchased in privately negotiated and open market purchases
during the last two years.
Other than as set forth herein, as of the date of this Fact Sheet,
neither Western Resources or Westar nor any of their respective directors,
executive officers, employees or other representatives, including director
nominees, who may solicit proxies has any security holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial advisors to
Western Resources, and Barnes Associates, Inc. ("Barnes Associates") and
Deloitte & Touche, consultants to Western Resources, do not admit that they or
any of their directors, officers, employees or affiliates are a "participant,"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that Schedule 14A requires
the disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy (Vice
President), Chad Rucker and Lisa Grieve (each an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler (Managing
Director) and David F. Huff (Vice President), in each case of Bear Stearns,
Mark Davis (Managing Director), John Bass (Vice President) and Andrew Quigley
(Associate), in each case of Chase, Michael S. Barnes (President) and Mark
Gronowski (Senior Vice President), in each case of Barnes Associates, and Tom
Flaherty (National Partner) and Chris Bracken (Senior Consultant), in each
case of Deloitte & Touche, may assist Western Resources and Westar in such a
solicitation. Salomon, Bear Stearns and Chase engage in a full range of
investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of their
business, Salomon, Bear Stearns and Chase may trade securities of ADT for
their own account and the account of their customers and, accordingly, may at
any time hold a long or short position in such securities. Salomon Brothers
Inc has advised Western Resources that as of December 13, 1996, Salomon held a
short position with respect to 10,800 common shares of ADT, and beneficially
owned Liquid Yield Option Notes of an affiliate of ADT exchangeable for 14,595
common shares of ADT. Bear Stearns and Chase have advised Western Resources
that they have no beneficial ownership of securities of ADT or its affiliates.
Except as disclosed above, to the knowledge of Western Resources and
Westar, none of Western Resources or Westar, or their respective directors,
executive officers, employees or other representatives, including director
nominees, named above has any interest, direct or indirect, by security
holdings or otherwise, in ADT.
A registration statement relating to the Western Resources securities
referred to in this Fact Sheet has been filed with the Securities and Exchange
Commission but has not yet become effective. This Fact Sheet shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Exhibit No. (a)(149)
The following Employee Question and Answer sheet was issued on December 18,
1996:
Employee Questions
The following question/answer sheet has been developed in anticipation of
employees' inquiries. It is designed to help employees better understand the
announcement by the company this morning regarding its intent to make an offer
for ADT Ltd., North America's leading provider of security services.
If you have additional questions, you are encouraged to call STARLINE at
1-800-621-4282 or from your work location at (913) 575-8180.
Q: Can you explain the offer Western Resources is making for ADT and the
rationale?
A: During the course of the last year, Western Resources has become the
largest shareowner of ADT, holding approximately 27 percent of ADT common
stock.
Our offer is $22.50, which is based on $7.50 cash and $15 stock per share.
We have demonstrated our belief in the monitored security services industry
through our aggressive growth strategy in our subsidiary, Westar Security.
Earlier this week, we announced an agreement to acquire Westinghouse Security
Systems (WSS) before year end 1996. As a result, Westar Security would become
the 3rd largest security company in the nation.
When we are successful in our offer to acquire ADT, we would be the largest
security company in North America.
Q: How should employees feel about the growth strategy culminating in the many
major announcements this year?
A: We believe employees will be very confident and excited that our
well-developed, strategic business plan is focused and right on track.
In fact, in a Tuesday (Dec. 17) newspaper story, Robin Dietrich, a financial
analyst with Edward Jones Co. in St. Louis, was quoted saying: "They (Western)
have a clear-cut strategy that is ahead of at least half the industry, if not
more."
We believe all of the business transactions announced in this past year . . .
most notably KCPL, ONEOK, Westinghouse, and ADT . . . are sound business
opportunities, and present us with solid growth prospects for the future. In
each case, the terms are right and so is the underlying business rationale. In
ADT's case, we already own 27 percent of ADT common stock, making us the
largest ADT shareowner. And in the case of KCPL, we are currently involved in
serious discussions with representatives of their board and management.
Q: Is this a sign that we will no longer pursue KCPL so aggressively?
A: Absolutely not. This, in no way, changes our interest in KCPL. In fact,
Western Resources and KCPL have agreed to proceed with substantive merger
negotiations between now and the new tender offer expiration date of January
15.
Q: Who will run ADT?
A: It is premature for us to make any specific statements regarding future
ADT operations. ADT is an attractive opportunity because it is a well managed
growth company. We will capitalize on that strength and will provide more
details as plans for ADT progress.
Q: Where will it be headquartered?
A: We have no plans to relocate the headquarters from Boca Raton, Florida.
Q: What will it be called?
A: ADT is a strong brand name expected to add significant value for our
national energy platform.
Q: Will there be layoffs or other cost-cutting measures to pay for this offer?
A: No. It is expected that there will be little or no impact on the Western
Resources employees. In fact, completing this transaction will more than
likely provide employees with greater opportunities.
Q: How exactly will Western Resources sell energy products and services to
ADT customers?
A: With the rapid changes in the utility industry, customers soon will have a
choice of energy providers. Through our existing security services, we will
already be present in homes and businesses across America . . . developing
important relationships of trust, reliability, and service with a new customer
base.
Q: What happens next in the ADT process?
A: First, Western Resources will exercise its right (as a shareowner of more
than 10 percent) to call a special shareowner meeting to elect new directors.
Next, we will mail a proxy statement to ADT shareowners proposing to replace
the ADT board of directors with our nominees. ADT shareowners will vote at a
special meeting on the election of our proposed directors. If our directors
are nominated, the new ADT board of directors will work with us to finalize
the transaction.
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC. ("WESTAR")
AND CERTAIN DIRECTORS AND EXECUTIVE OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES, INCLUDING DIRECTOR NOMINEES, OF WESTERN RESOURCES, INC.
("WESTERN RESOURCES") AND WESTAR, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM
AND ADT
Western Resources and Westar may solicit proxies in order to replace the
Board of Directors of ADT with their nominees, Steven L. Kitchen and Steven A.
Millstein. The participants in this solicitation may include Western Resources
and Westar, John E. Hayes, Jr. and David C. Wittig, each a director of Western
Resources, and the following executive officers and employees of Western
Resources or Westar (unless otherwise indicated, each is an executive officer
or employee of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.),
Carl M. Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D. Terrill
(Secretary), Steven A. Millstein (President, Westar Consumer), Michel' J.
Philipp, Bruce A. Akin, Craig A. Weingartner and Lori A. Finney.
Westar beneficially owns approximately 27% of the Common Shares of ADT
all of which were purchased in privately negotiated and open market purchases
during the last two years.
Other than as set forth herein, as of the date of these questions and
answers, neither Western Resources or Westar nor any of their respective
directors, executive officers, employees or other representatives, including
director nominees, who may solicit proxies has any security holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial advisors to
Western Resources, and Barnes Associates, Inc. ("Barnes Associates") and
Deloitte & Touche, consultants to Western Resources, do not admit that they or
any of their directors, officers, employees or affiliates are a "participant,"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that Schedule 14A requires
the disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy (Vice
President), Chad Rucker and Lisa Grieve (each an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler (Managing
Director) and David F. Huff (Vice President), in each case of Bear Stearns,
Mark Davis (Managing Director), John Bass (Vice President) and Andrew Quigley
(Associate), in each case of Chase, Michael S. Barnes (President) and Mark
Gronowski (Senior Vice President), in each case of Barnes Associates, and Tom
Flaherty (National Partner) and Chris Bracken (Senior Consultant), in each
case of Deloitte & Touche, may assist Western Resources and Westar in such a
solicitation. Salomon, Bear Stearns and Chase engage in a full range of
investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of their
business, Salomon, Bear Stearns and Chase may trade securities of ADT for
their own account and the account of their customers and, accordingly, may at
any time hold a long or short position in such securities. Salomon Brothers
Inc has advised Western Resources that as of December 13, 1996, Salomon held a
short position with respect to 10,800 common shares of ADT, and beneficially
owned Liquid Yield Option Notes of an affiliate of ADT exchangeable for 14,595
common shares of ADT. Bear Stearns and Chase have advised Western Resources
that they have no beneficial ownership of securities of ADT or its affiliates.
Except as disclosed above, to the knowledge of Western Resources and
Westar, none of Western Resources or Westar, or their respective directors,
executive officers, employees or other representatives, including director
nominees, named above has any interest, direct or indirect, by security
holdings or otherwise, in ADT.
A registration statement relating to the Western Resources securities
referred to in these questions and answers has been filed with the Securities
and Exchange Commission but has not yet become effective. These questions and
answers shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Exhibit No. (a)(150)
The following Employee newsletter - Resource was issued on December 18, 1996:
December 18, 1996
The Resource
In Brief
Special Edition
Picture of John E. Hayes, Jr.
Moving forward with our
plan of action to acquire ADT
[logo] ADT
World's largest monitored
security system company
Western Resources Moves to Become
World's Largest Security Company
Once again, I am pleased to share with you the latest developments shaping the
future of our company. Western Resources has announced its intent to acquire
ADT, the world's leading monitored security services provider.
Consistent with Western Resources' growth strategy, the acquisition of ADT is
a tremendous opportunity to acquire a nationally respected brand name,
offering access to 70 percent of the U.S. population as well as customers
worldwide. This will provide an infrastructure through which to market other
Western Resources energy and security products.
Furthermore, the acquisition of ADT will provide a significant increase in
cash flow in the first year. When combined with our recent ONEOK and
Westinghouse Security Systems announcements, our total customer base will
increase to 4 million. And, with completion of our proposed KCPL merger,
Western Resources would become a $6-billion market capitalization company.
The many benefits of this acquisition are a natural fit with our strategy to
become a leader in energy, security and related services to homes and
businesses. It's another example of our plan to strategically row and add
value tot our company.
Thank you to all of our employees for your support and dedication. I trust
you will join me in welcoming new and future employees to our team as we
continue to grow. It is an exciting time for our industry and our company. I
am pleased we can share it together as we realize the strength of our vision.
Sincerely,
John E. Hayes, Jr.
Western Resources Chairman of the Board
and Chief Executive Officer
What Happens Next?
* WR initiates and exchange offer to acquire ADT for $22.50 a share in cash
and stock. WR will exercise our right (as holder of more than 10%) to call a
special shareholder meeting to elect new directors.
* WR will mail a proxy statement to ADT shareholders proposing to replace the
ADT board of directors with WR nominees. ADT shareholders will vote at a
special meeting on election of directors proposed by WR.
* New ADT board of directors will work with us to remove impediments to WR
acquisition.
A Profile of ADT
Worldwide leader in monitored security systems.
More than 1.7 million customers in 44 states and abroad.
Customers are 65% residential, 35% commercial.
More than a dozen regional monitoring centers.
18,000 employees.
75,000 new residential customers added in most recent quarter.
ADT is a registered trademark of ADT Limited.
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC. ("WESTAR")
AND CERTAIN DIRECTORS AND EXECUTIVE OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES, INCLUDING DIRECTOR NOMINEES, OF WESTERN RESOURCES, INC.
("WESTERN RESOURCES") AND WESTAR, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM
AND ADT
Western Resources and Westar may solicit proxies in order to replace the
Board of Directors of ADT with their nominees, Steven L. Kitchen and Steven A.
Millstein. The participants in this solicitation may include Western Resources
and Westar, John E. Hayes, Jr. and David C. Wittig, each a director of Western
Resources, and the following executive officers and employees of Western
Resources or Westar (unless otherwise indicated, each is an executive officer
or employee of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.),
Carl M. Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D. Terrill
(Secretary), Steven A. Millstein (President, Westar Consumer), Michel' J.
Philipp, Bruce A. Akin, Craig A. Weingartner and Lori A. Finney.
Westar beneficially owns approximately 27% of the Common Shares of ADT
all of which were purchased in privately negotiated and open market purchases
during the last two years.
Other than as set forth herein, as of the date of these questions and
answers, neither Western Resources or Westar nor any of their respective
directors, executive officers, employees or other representatives, including
director nominees, who may solicit proxies has any security holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial advisors to
Western Resources, and Barnes Associates, Inc. ("Barnes Associates") and
Deloitte & Touche, consultants to Western Resources, do not admit that they or
any of their directors, officers, employees or affiliates are a "participant,"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934 by the Securities and Exchange Commission, or that Schedule 14A requires
the disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy (Vice
President), Chad Rucker and Lisa Grieve (each an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler (Managing
Director) and David F. Huff (Vice President), in each case of Bear Stearns,
Mark Davis (Managing Director), John Bass (Vice President) and Andrew Quigley
(Associate), in each case of Chase, Michael S. Barnes (President) and Mark
Gronowski (Senior Vice President), in each case of Barnes Associates, and Tom
Flaherty (National Partner) and Chris Bracken (Senior Consultant), in each
case of Deloitte & Touche, may assist Western Resources and Westar in such a
solicitation. Salomon, Bear Stearns and Chase engage in a full range of
investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of their
business, Salomon, Bear Stearns and Chase may trade securities of ADT for
their own account and the account of their customers and, accordingly, may at
any time hold a long or short position in such securities. Salomon Brothers
Inc has advised Western Resources that as of December 13, 1996, Salomon held a
short position with respect to 10,800 common shares of ADT, and beneficially
owned Liquid Yield Option Notes of an affiliate of ADT exchangeable for 14,595
common shares of ADT. Bear Stearns and Chase have advised Western Resources
that they have no beneficial ownership of securities of ADT or its affiliates.
Except as disclosed above, to the knowledge of Western Resources and
Westar, none of Western Resources or Westar, or their respective directors,
executive officers, employees or other representatives, including director
nominees, named above has any interest, direct or indirect, by security
holdings or otherwise, in ADT.
A registration statement relating to the Western Resources securities
referred to in these questions and answers has been filed with the Securities
and Exchange Commission but has not yet become effective. These questions and
answers shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.