-----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, NZcIs4N9XZsRRftF+y0YSD1PMp0Zhbk7EReoE8pS8KsJrROBvbVrT2V6/CMoDWyr mIZAjznw0YasSfsoHi2JVw== 0000950103-96-001110.txt : 19961002 0000950103-96-001110.hdr.sgml : 19961002 ACCESSION NUMBER: 0000950103-96-001110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961001 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: 96637582 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 September 27, 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: (441) 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 (561) 997-8406. Item 5. Other Events. Republic Industries, Inc. ("Republic") and ADT Limited ("ADT") have entered into an amendment, dated as of September 27, 1996 (the "Second Amendment"), to the Agreement and Plan of Amalgamation, dated as of July 1, 1996 (as previously amended, the "Agreement"), to which they are parties, to terminate the Agreement and to amend the warrant previously issued to Republic by ADT to include certain restrictions on the issuance of shares pursuant to the warrant and the transfer of such shares by Republic to persons with interests in 10% or more of the shares of ADT. The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The press release announcing the termination of the Agreement 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 No. 2 to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by and among Republic Industries, Inc., R.I./Triangle, Ltd. and ADT Limited (inclusive of an Amendment to the Warrant). Exhibit 99.1 Press Release issued by Republic Industries, Inc. and ADT Limited on September 30, 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: September 30, 1996 EXHIBIT INDEX 2.1 Amendment No. 2 to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by and among Republic Industries, Inc., R.I./Triangle, Ltd. and ADT Limited (inclusive of an Amendment to the Warrant). 99.1 Press Release issued by Republic Industries, Inc. and ADT Limited on September 30, 1996. ============================================================================= EX-2.1 2 Exhibit 2.1 CONFORMED COPY AMENDMENT NO. 2 to AGREEMENT AND PLAN OF AMALGAMATION (INCLUSIVE OF AN AMENDMENT TO THE WARRANT) Amendment, dated as of the 27th day of September, 1996, to the Agreement and Plan of Amalgamation, dated as of the first day of July, 1996, as amended on July 15, 1996 (as amended, the "Agreement") 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"), which Amendment includes an amendment to the Common Share Purchase Warrant issued by the Company on July 1, 1996. Capitalized terms used but not separately defined herein shall have the meanings assigned to such terms in the Agreement. WHEREAS, Parent, Acquisition, and the Company are parties to the Agreement; WHEREAS, Parent, Acquisition and the Company desire to terminate the Agreement; WHEREAS, Parent and the Company desire to amend the Warrant previously issued to Parent by the Company; NOW, THEREFORE, in consideration of the premises hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Termination. (a) The parties hereby terminate the Agreement pursuant to Section 7.1(a) thereof. (b) The parties acknowledge that the effects of the termination of the Agreement shall be as provided in Section 7.2 of the Agreement and that none of the parties has breached any material provision of the Agreement prior to the date hereof. 2. Amendment to Warrant. Parent and Company agree that the Warrant shall be amended by adding the following new Section 24: "24. Restrictions relating to Persons interested in 10% or more of the shares of the Company. Notwithstanding any other provision of this Warrant and in addition and without prejudice to all other restrictions contained herein: (a) the Company shall not be required to issue shares of Common Stock (or Other Securities) pursuant to any obligation contained in this Warrant and no shares shall be deemed to have been issued under this Warrant to any Person who has acquired interests in shares in the Company (other than interests acquired by virtue of the holding of this Warrant) which amount to 10% or more of the issued share capital of any class of the Company; and (b) save pursuant to the procedures described in Section 13 above, no Common Stock (or Other Securities) issued to Parent Co. or any of its Affiliates or nominees upon exercise of this Warrant shall be knowingly sold, assigned or otherwise transferred to any Person who Parent Co. has reasonable cause to believe (after reasonable enquiry, which shall include enquiry of the Company) has acquired interests in shares of the Company which amount to 10% or more of the issued share capital of any class of the Company and, for the purposes of the above, the phrase "interests in shares" shall be construed in the same manner as if it were being construed for the purposes of and in accordance with Bye- Law 46 of the Company's Bye-Laws and shall include interests in shares of any Person deemed to be acting in concert within the meaning of those Bye-Laws." 3. References. All references to the "Agreement" in this Amendment shall mean the Agreement as previously amended and as amended hereby. All references to the "Warrant" in this Amendment shall be deemed to refer to the Warrant as amended by this Amendment. Except as expressly amended hereby, the terms and conditions of the Warrant shall remain in full force and effect. 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of Bermuda without regard to principles of conflicts of laws. 5. 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. IN WITNESS WHEREOF, the undersigned parties hereto have executed this Amendment as of the date first above written. REPUBLIC INDUSTRIES, INC. By: /s/ Steven R. Berrard --------------------- Name: Steven R. Berrard Title: Vice President [SEAL] R.I./TRIANGLE, LTD. By: /s/ Thomas W. Hawkins ---------------------- Name: Thomas W. Hawkins Title: Senior Vice President [SEAL] ADT LIMITED THE COMMON SEAL ) By: /s/ M.A. Ashcroft OF ADT LIMITED ) Name: M.A. Ashcroft WAS HEREUNTO AFFIXED ) Title: Director IN THE PRESENCE OF: ) By: /s/ S.J. Ruzika Name: S.J. Ruzika Title: Director EX-99.1 3 Exhibit 99.1 [Press Release] REPUBLIC INDUSTRIES AND ADT ANNOUNCE TERMINATION OF MERGER AGREEMENT FORT LAUDERDALE, FL, September 30, 1996 -- Republic Industries, Inc. (NASDAQ - RWIN) and ADT Limited (NYSE - ADT) jointly announced today that they have agreed to terminate their agreement providing for the combination of the two companies. Both companies cited uncertainty mainly attributable to stock market conditions over the past few months. H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic, stated: "Despite both companies' initial enthusiasm about this transaction, we now have agreed that this combination is no longer in the best interests of our respective companies. The delay in completing this transaction has been inconsistent with our expansion plans. We will now be able to complete several other pending acquisitions, including Addington Resources, Continental Waste and AutoNation. We will also be able to pursue a number of other opportunities which have been delayed due to the ADT transaction." Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT added: "The delay in completing the transaction forced both companies to put business expansion plans on hold for too long. Both companies will now be free to resume their individual business plans." Republic Industries will continue to hold its warrant to acquire 15 million shares of ADT common stock at an exercise price of $20 per share. The warrant, by its terms, became exercisable for a period of six months upon termination of the combination agreement. Republic is a diversified company operating in the solid waste, automotive, electronic security services and out-of-home media industries. 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 1.6 million customers. ADT is also the second largest provider of vehicle auction services in the United States, operating a network of 28 vehicle auction centers providing a comprehensive range of vehicle remarketing services to vehicle dealers and owners and operators of vehicle fleets. Contact: - ------- ADT 561-997-8406 -----END PRIVACY-ENHANCED MESSAGE-----