-----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, U8Cg6LB/tWzIzZVWNtEAnNMV0OTNv/QJ4DiTClIs8hG1AMReBnvzOGwJVUGvaeaK 1eijBEtRWQrarHgytzAm2w== 0000891836-96-000287.txt : 19961030 0000891836-96-000287.hdr.sgml : 19961030 ACCESSION NUMBER: 0000891836-96-000287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961029 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: 96649155 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: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 9135756329 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 SCHEDULE 13D/A (AMENDMENT NO. 8) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) ADT LIMITED (Name of Issuer) Common Shares, Par Value $0.10 Per Share (Title of Class of Securities) 000915 10 8 (CUSIP Number) Marilyn Dalton Secretary and Treasurer Westar Capital, Inc. 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) October 28, 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 [ ]. - -------------------- 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) [ x ] - ------------------------------------------------------------------------------- 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 38,077,611 SHARES ---------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 38,077,611 WITH -------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,077,611 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -2- Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, Westar Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and supplements its Statement on Schedule 13D originally filed by the Reporting Person on January 26, 1996, as most recently amended on October 4, 1996 by Amendment No. 7 thereto (the "Statement"), with respect to the Common Shares, par value $0.10 per share (the "Shares") of ADT Limited (the "Issuer"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price (excluding commissions paid to the broker with whom the Reporting Person placed its orders) for the 4,092,200 Shares and 500 Liquid Yield Option Notes of the Issuer ("LYONS") purchased by the Reporting Person since Amendment No. 7 to the Statement was $79,905,816.50. Such Shares were acquired with general capital funds of the Reporting Person. Item 4. PURPOSE OF THE TRANSACTION. In order to purchase Shares and LYONS at what the Reporting Person considered to be favorable market prices, the Reporting Person decided to purchase 4,092,200 Shares and 500 LYONS in open market transactions, as more fully set forth in Item 5 below. In the future, the Reporting Person may from time to time purchase or sell Shares at prevailing market prices, or may negotiate to purchase or sell Shares privately. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby deleted in its entirety and restated as follows: (a) According to the Issuer's Report on Form 10-Q for the six months ended June 30, 1996, as of August 5, 1996 there were 133,736,123 Shares issued and outstanding, of which 3,182,787 were held by a subsidiary of the Issuer. According to a Current Report on Form 8-K filed by the Issuer on September 19, 1996, -3- 7,034,940 Shares were issued in connection with the amalgamation of Automated Security (Holdings) PLC with and into the Issuer (the "Amalgamation"). The total of the 7,034,940 Shares issued in the Amalgamation, the 133,736,123 Shares reported to be outstanding on the Issuer's Form 10-Q and the 14,115 Shares issuable upon exchange of the 500 LYONS reported in this filing is 140,785,178, which is the number of Shares assumed to be outstanding for the purposes of this Schedule 13D amendment. The Reporting Person beneficially owns (within the meaning of Rule 13d-3) 38,077,611 Shares, constituting approximately 27.0% of the above-noted total amount of issued and outstanding Shares (including the Shares held by a subsidiary of the Issuer). (b) The Reporting Person has the sole power to vote or direct the vote of its Shares and to dispose of its Shares. (c) Since the filing of Amendment No. 7 to the Statement, the Reporting Person has purchased 4,092,200 Shares and 500 LYONS in open market transactions. Set forth below is a table identifying and describing all such transactions: Common Shares Price per Share Date of Purchase - ------------------------------------------------------------------------------- 14,115* N/A** 10/8/96 160,000 19.125 10/16/96 50,000 19.25 10/16/96 2,900 19.25 10/17/96 50,000 19.375 10/18/96 50,000 19.25 10/18/96 2,500 19.5 10/18/96 247,700 19.5 10/21/96 58,300 19.375 10/21/96 50,000 19.5 10/22/96 120,000 19.625 10/22/96 155,000 19.625 10/23/96 116,700 19.5 10/23/96 18,400 19.375 10/23/96 25,000 19.625 10/24/96 25,000 19.5 10/24/96 44,700 19.375 10/24/96 15,000 19.25 10/25/96 125,000 19.375 10/25/96 66,700 19.25 10/28/96 75,500 19.375 10/28/96 202,800 19.5 10/28/96 27,500 19.375 10/28/96 204,700 19.625 10/28/96 15,000 19.75 10/28/96 129,000 19.404 10/28/96 2,034,800 19.4623 10/28/96 20,000 19.75 10/28/96 ___________________ * Issuable upon exchange of 500 LYONS purchased by the Reporting Person at a ratio of 28.23 Common Shares per LYON. ** Each such LYON was purchased by the Reporting Person for $562.50. -4- 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. -5- 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: October 29, 1996 -6- -----END PRIVACY-ENHANCED MESSAGE-----