SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ADT Limited
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
The following press release was issued by ADT on April 17, 1997:
[ADT LOGO]
PRESS RELEASE
ADT Limited ("ADT")
ADT REPUDIATES WESTERN'S LEGAL PLOY
- ------------------------------------------------------------------------------
Hamilton, Bermuda, April 17, 1997 - ADT Limited (NYSE - ADT) today
responded to a Bermuda lawsuit filed late yesterday by Western Resources
regarding the structure of ADT's proposed merger with Tyco International
Ltd.
Michael A. Ashcroft, chairman and chief executive officer of ADT stated, "We
have not yet seen the fine print of Western's lawsuit. However, the claim, as
described in Western's press release, is completely without merit. Given
Western's prior litigation tactics, we believe this lawsuit, like the others,
is another red herring in a deliberate attempt to create confusion in the
market and deflect attention away from the inadequacy of Western's offer for
ADT.
"Over the past two years, Tyco's total return for shareholders has been more
than eight times Western's total return for shareholders.* Under the
circumstances, one would think Western would be pleased by the superior value
offered in the Tyco-ADT merger."
"Since Western apparently is unable to exceed the value of the Tyco-ADT
merger, it is now asserting spurious legal arguments in an effort to interfere
with the completion of the Tyco-ADT merger agreement at the expense of all
remaining ADT shareholders. It will not work. Unlike Western's proposal, the
Tyco-ADT merger is in ADT shareholders' best interests and we are determined
to conclude it promptly."
ADT is the largest provider of electronic security services in North America
and the United Kingdom, providing continuous monitoring of commercial and
residential security systems to over 1.8 million customers.
- ----------
* The "total return for shareholders" calculations are based upon data
published by Bloomberg Financial Markets. No permission has been sought
nor obtained from Bloomberg.
CERTAIN ADDITIONAL INFORMATION: ADT Limited (the "Company") will be
soliciting proxies against the proposals of Western Resources, Inc. (together
with its subsidiaries, "Western") and revocations of proxies previously given
to Western for such proposals. The following individuals may be deemed to be
participants in the solicitation of proxies and revocations of proxies by the
Company: ADT Limited, Michael A. Ashcroft, John E. Danneberg, Alan B.
Henderson, James S. Pasman, Jr., Stephen J. Ruzika, W. Peter Slusser, William
W. Stinson, Raymond S. Troubh and Angela E. Entwistle. As of March 17, 1997,
Mr. Ashcroft is the beneficial owner of 11,075,718 of the Company's common
shares, Mr. Danneberg is the beneficial owner of 102 of the Company's common
shares, Mr. Henderson is the beneficial owner of 621 of the Company's common
shares, Mr. Pasman is the beneficial owner of 2,000 of the Company's common
shares, Mr. Ruzika is the beneficial owner of 1,157,405 of the Company's
common shares, Mr. Slusser is the beneficial owner of 2,800 of the Company's
common shares, Mr. Stinson is the beneficial owner of 3,010 of the Company's
common shares, Mr. Troubh is the beneficial owner of 2,500 of the Company's
common shares and Ms. Entwistle is the beneficial owner of 29,500 of the
Company's common shares. The company has retained Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") to act as its financial advisor
in connection with Western's proposals. Merrill Lynch is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. Merrill Lynch does not admit that it or
any of its directors, officers or employees is a "participant" as defined in
Schedule 14A ("Schedule 14A") promulgated by the Commission under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation, or
that such Schedule 14A requires the disclosure of certain financial
information concerning Merrill Lynch. In connection with Merrill Lynch's role
as financial advisor to the Company, Merrill Lynch and the following
investment banking employees of Merrill Lynch may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are shareholders of the Company: Barry Friedberg (Executive Vice
President), Richard Johnson (Managing Director), Huston McCollough (Managing
Director), Hugh O'Hare (Vice President), Robert Simensky (Vice President) and
Paul Bastone (Associate). In the normal course of its business, Merrill Lynch
regularly buys and sells securities issued by the company and its affiliates
("ADT Securities") for its own account and for the accounts of its customers,
which transactions may result from time to time in Merrill Lynch and its
associates having a net "long" or net "short" position in ADT Securities or
option contracts with other derivatives in or relating to ADT Securities. As
of February 28, 1997, Merrill Lynch held positions in ADT Securities as
principal as follows: (i) net "short" 769,995 of the Company's common shares;
(ii) net "long" $46,000 par amount of 9.25% Guaranteed Senior Subordinated
Notes of ADT Operations, Inc. due August 1, 2003; and (iii) net "long" 31,509
Liquid Yield Option[Trademark] Notes of ADT Operations, Inc. due 2010,
exchangeable for 889,499 of the Company's common shares.
Contact:
ADT, Inc.
561-988-3600
Note: This and other press releases are available through Company On-Call by
fax; call 800-758-5804, extension 112511, or http://www.prnewswire.com/