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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
ADT LIMITED
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following news release / employee update was issued by Western Resources,
Inc. on February 11, 1997:
February 11, 1997
WESTERN RESOURCES RECEIVES REGULATORY
APPROVAL FOR ADT OFFER FINANCING
The Kansas Corporation Commission (KCC) has authorized
Western Resources (NYSE:WR) to issue additional shares of common
stock to borrow the funds necessary to complete its offer to
acquire ADT, Limited (NYSE: ADT).
Western Resources announced an offer to acquire the
outstanding common stock of ADT, the world's largest provider of
monitored security services, on December 18, 1996.
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 Security),
Michel' J. Philipp, Bruce A. Akin, Craig A. Weingartner, Lori A.
Finney, Carolyn Starkey and Bruce Burns. 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
employee update either 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)
and Chad Rucker (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.
This employee update is neither an offer nor an exchange nor
a solicitation of an offer to exchange shares of common stock of
ADT Limited. A registration statement relating to the Western
Resources securities referred to in this employee update has been
filed with the Securities and Exchange Commission but has not yet
become effective. This employee update 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.