-----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, LBEZlFXdhomIygwg/IGIgm4eqx4jyirNor58vSJjnDzveyGYcIX+k35GGR2+kfBN UC4uOqeTw8wtc7Gk5xjGrw== 0000950103-96-001001.txt : 19960717 0000950103-96-001001.hdr.sgml : 19960717 ACCESSION NUMBER: 0000950103-96-001001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960715 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960716 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 96595577 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 8-K 1 ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 1996 Date of Report (Date of earliest event reported) Commission file number 0-16979 ------------------- ADT LIMITED (Exact Name of Registrant as Specified in its Charter) BERMUDA Cedar House Not Applicable (Jurisdiction of 41 Cedar Avenue (I.R.S. Employer Incorporation or Hamilton HM12, Bermuda Identification No.) Organization) (Address of Principal Executive Offices)* Not Applicable (Zip Code) Registrant's telephone number, including area code: (809) 295-2244* ============================================================================= * The executive offices of the subsidiary of registrant which supervises registrant's North American activities are at One Boca Place, 2255 Glades Road, Boca Raton, Florida 33431-0835. The telephone number there is (407) 997-8406. Item 5. Other Events. On July 15, 1996, Republic Industries, Inc. and ADT Limited ("ADT") announced that they have entered into an amendment, dated as of July 15, 1996 (the "Amendment"), to the Agreement and Plan of Amalgamation, dated as of July 1, 1996, to which they are party to change the date by which ADT is to receive a favorable fairness opinion to the date of mailing of the joint proxy statement/prospectus relating to the transaction to their respective shareholders. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The press release announcing the Amendment is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 2.1 Amendment to Agreement and Plan of Amalgamation, dated as of July 15, 1996, by and among Republic Industries, Inc., R.I./TRIANGLE, Ltd. and ADT Limited dated as of July 15, 1996. Exhibit 99.1 Press Release issued by Republic Industries, Inc. and ADT Limited on July 15, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ADT LIMITED By: /s/ Stephen J. Ruzika Stephen J. Ruzika Chief Financial Officer, Executive Vice President and Director Date: July 16, 1996 EXHIBIT INDEX 2.1 Amendment to Agreement and Plan of Amalgamation, dated as of July 15, 1996, by and among Republic Industries, Inc., R.I./TRIANGLE, Ltd. and ADT Limited. 99.1 Press Release issued by Republic Industries, Inc. and ADT Limited on July 15, 1996. EX-2.1 2 Exhibit 2.1 CONFORMED COPY AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Amendment, dated as of the fifteenth day of July, 1996, to the Agree ment and Plan of Amalgamation (the "Agreement"), dated as of the first day of July, 1996, by and among Republic Industries, Inc., a Delaware corporation ("Parent"), R.I./TRIANGLE, Ltd., a Bermuda company limited by shares and a wholly owned subsidiary of Parent ("Acquisition"), and ADT Limited, a Bermuda company limited by shares (the "Company"). Whereas, Parent, Acquisition and the Company are parties to the Agreement. Whereas, Parent, Acquisition and Company desire to amend the Agreement in certain respects. Now, therefore, in consideration of the premises and the representations and warranties, covenants and other agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. Section 7.1(g) of the Agreement is hereby amended and restated in its entirety to read as follows: "(g) by Parent or the Company at any time during the two-day period immediately following the date on which Parent and the Company otherwise would have been in a position to mail the Joint Proxy Statement to Parent Stockholders and Company Shareholders, if the Company shall not have re ceived a favorable Fairness Opinion on or before such date;" Section 2. References. All references to "this Agreement" in the Agreement shall mean the Agreement as amended hereby. Section 3. Governing Law. This Amendment shall be governed and construed in accordance with the laws of Bermuda without regard to principles of conflicts of law. Section 4. Counterparts. This Amendment may be executed in counterparts, which together shall constitute one and the same Amendment. The parties may execute more than one copy of this Amendment, each of which shall constitute an original. Section 5. No Other Amendments. Except as expressly amended hereby, the terms and conditions of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the undersigned parties hereto have executed this Amendment as of the date first written above. REPUBLIC INDUSTRIES, INC. By: /s/ Richard L. Handley Name: Richard L. Handley Title:Senior Vice President [SEAL] R.I./TRIANGLE, LTD. By: /s/ Thomas Clements Name: Thomas Clements Title:Vice President [SEAL] ADT LIMITED By: /s/ Michael A. Ashcroft Name: Michael A. Ashcroft Title:Director [SEAL] EX-99.1 3 Exhibit 99.1 [Press Release] CONTACT: Republic Industries 954-627-6000 Thomas W. Hawkins 954-627-6073 ADT Limited 407-997-8406 ADT AND REPUBLIC INDUSTRIES CHANGE TIME FOR RECEIPT OF FAIRNESS OPINION FT. LAUDERDALE, FL, July 15, 1996 -- Republic Industries, Inc. (NASDAQ:RWIN) and ADT Limited (NYSE:ADT) jointly announced today that they have amended their agreement providing for the combination of ADT and Republic to change the date by which ADT is to receive a fairness opinion to the date of mailing of the joint proxy statement/prospectus relating to the transaction to their respective shareholders. As previously announced, under the terms of the agreement, ADT shareholders will receive .92857 shares of Republic common stock for each of their shares of ADT common stock, and ADT will become a wholly-owned subsidiary of Republic. Republic is a diversified company operating in the electronic security service, solid waste, and out-of-home media industries. The Company is expanding into the automotive industry. ADT is the largest single provider of electronic security services in North America and the largest provider in the United Kingdom, providing continuous monitoring of commercial and residential security systems to over 1.4 million customers in North American and Europe. ADT is also the second largest provider of vehicle auction services in the United States, operating a network of 29 vehicle auction centers providing a comprehensive range of vehicle remarketing services to vehicle dealers and owners and operators of vehicle fleets. -----END PRIVACY-ENHANCED MESSAGE-----