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 - ---------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) WESTERN RESOURCES, INC. - ---------------------------------------------------------------------- (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: ------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:* ----------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------- 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: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------ /x/ Filing fee paid with preliminary filing. The following news release/employee update was issued by Western Resources, Inc. on June 12, 1997: WESTERN RESOURCES TO CONTINUE ITS ADT LITIGATION IN BERMUDA, CASE NOT WITHDRAWN DESPITE REPORTS TOPEKA, Kansas, June 12, 1997 (3:15 p.m. CDT) -- Western Resources (NYSE:WR) said that contrary to a news release issued today by ADT Limited, Western Resources fully intends to vigorously pursue litigation in Bermuda giving Western Resources appraisal rights. According to Western Resources, ADT has inaccurately reported in its news release actions taken today before the Supreme Court of Bermuda, which are a matter of record. ADT abandoned its motion to dismiss the Bermuda litigation when Western Resources modified its petition, which seeks the right to receive cash if the ADT/Tyco transaction is completed. Western Resources soon will request an expedited trial date from the Bermuda court, and expects a decision before the end of the year. Western Resources plans to ask that the Florida litigation be suspended pending the outcome of the Bermuda litigation. The company today said it still is reviewing its options with respect to the Tyco bid for ADT and has made no final decision regarding its best course of action as an ADT shareowner. Our only concern is the best interests of our shareowners, Western Resources said. The company also announced today it is postponing its June 17 shareowners meeting to approve the ADT transaction. A new meeting will be announced at a later date. This news release/employee update is neither an offer nor an exchange nor a solicitation of an offer to exchange shares of common stock of ADT Limited. Such offer is made solely by the Prospectus dated March 14, 1997, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of ADT Limited in any jurisdiction in which the making of such offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where securities, blue sky or other laws require such offer to be made by a licensed broker or dealer, such offer shall be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers Inc; Bear, Stearns & Co. Inc; and Chase Securities Inc, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.