-----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, IvbZFvcTs5a9ms42qYJSU3g+dffBmvukkYSNsHM1P6qQacTv5qHYrWs8OBkpFUBg NBmlq4QnppfrLWS5brdJxA== 0000891836-96-000168.txt : 19960715 0000891836-96-000168.hdr.sgml : 19960715 ACCESSION NUMBER: 0000891836-96-000168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960712 SROS: NONE 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: 96594122 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: WESTAR CAPITAL INC CENTRAL INDEX KEY: 0001010312 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: STE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8522693223 MAIL ADDRESS: STREET 1: 1021 MAIN ST STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 4 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) ADT LIMITED (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 000915 10 8 (CUSIP Number) Marilyn Dalton Secretary and Treasurer Westar Capital 818 Kansas Avenue Topeka, Kansas 66612 (913) 575-8357 Copies to: John K. Rosenberg, Esq. Neil T. Anderson, Esq. Western Resources, Inc. Sullivan & Cromwell 818 Kansas Avenue 125 Broad Street Topeka, Kansas 66612 New York, New York 10021 (913) 575-6535 (212) 558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 1996 (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 2 - -------------------- CUSIP NO. 000915108 - -------------------- - ------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westar Capital, Inc; 48-1092416 - ------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Kansas - ------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 30,800,000 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 30,800,000 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,800,000 - ------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1% - ------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ 3 Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Act"), the undersigned hereby further amends its Schedule 13D Statement dated January 26, 1996 (the "Schedule 13D") which was initially amended on March 7, 1996, and subsequently amended on March 18 and April 2, 1996, relating to the Common Shares, Par Value $0.10 Per Share (the "Shares") of ADT Limited (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in Schedule 13D. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. The address of Westar Capital has changed to 818 Kansas Avenue, Topeka, Kansas 66612. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change. Item 4. PURPOSE OF THE TRANSACTION. As a consequence of the Issuer's entering into an Agreement and Plan of Amalgamation, dated as of July 1, 1996 (the "Agreement"), with Republic Industries, Inc. ("Republic") and R.I./Triangle, Ltd., a wholly- owned subsidiary of Republic ("Sub"), providing for the amalgamation of Sub with and into Issuer, with Issuer surviving (the "Proposed Transaction"), the Reporting Person is in the process of evaluating its intentions with respect to the Shares. Based on its preliminary review of the Agreement, the Reporting Person may determine to oppose the Proposed Transaction and may choose to exercise its appraisal rights under Bermuda law, although no final decision by the Reporting Person has yet been taken. 4 The Reporting Person may from time to time buy or sell Shares at prevailing market prices, or may negotiate to purchase or sell Shares privately. Should the Proposed Transaction be consummated, the Reporting Person may decide to sell some or all of the Republic shares it receives therein. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Based on a representation of the Issuer contained in the Agreement, there were as of July 1, 1996 133,492,146 Shares issued and outstanding, of which 3,182,787 were held by a subsidiary of the Issuer. The Reporting Person beneficially owns 30,800,000 Shares, constituting 23.1% of the total amount of issued and outstanding Shares (including the Shares held by a subsidiary of the Issuer), as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. The Reporting Person has the sole power to vote or direct the vote and to dispose of its Shares. 5 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. No material change. 6 SIGNATURES After reasonable 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. WESTAR CAPITAL, INC. By: /s/ Marilyn Dalton Name: Marilyn Dalton Title: Secretary and Treasurer Dated: July 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----