-----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, LLpw3ze8zyUf0UFcH8sd0cg95aB6p64IHP17bskJ84a/X6v+e5spXf5yBzDga/15 zcZRYapO8HFKiNbsEK7LQg== 0000950103-97-000012.txt : 19970109 0000950103-97-000012.hdr.sgml : 19970109 ACCESSION NUMBER: 0000950103-97-000012 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970108 SROS: NYSE 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 97502255 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 DEFA14A 1 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: ADT LOGO FOR IMMEDIATE RELEASE Press Release ADT Limited ("ADT") ADT ANNOUNCES DATE FOR SPECIAL GENERAL MEETING AND STATES PRELIMINARY VIEW THAT WESTERN OFFER IS INADEQUATE - ------------------------------------------------------------------------------ Hamilton, Bermuda, January 8, 1997 -- ADT Limited (NYSE: ADT) announced today that its Board of Directors has convened a special general meeting of the Company's shareholders for July 8, 1997 and that a notice of the special general meeting has been sent to the Company's shareholders. In a letter to shareholders accompanying the notice of the special general meeting, the Company stated that the preliminary view of its Board of Directors, based on the limited information presently available, is that Western Resources, Inc.'s proposed exchange offer is inadequate. The Company expects its net income in respect of the fourth quarter of 1996 to be reduced by approximately $60 million, after allowing for the gain on the sale of an asset. This reduction is due to a non-recurring charge relating to the integration of the security businesses acquired recently as part of Automated Security (Holdings) ("ASH") in addition to costs associated with planned technological infrastructure enhancements. The integration of the ASH businesses into ADT should bring about significant future cost savings and the planned infrastructure enhancements will facilitate a further consolidation of ADT's monitoring center network which will provide for future anticipated growth opportunities while lowering costs and increasing monitoring capacity and operating efficiency. It is expected that, together, these two items will result in a total non-recurring charge in the order of $110 million, net of income taxes, which will be partly offset by a gain of approximately $50 million, being the cash proceeds arising on the sale of the Company's remaining interest in Limelight plc, which was recorded in the balance sheet at nil value. 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 1.7 million customers. ADT is also the second largest provider of vehicle auction services in the United States, operating a network of 27 vehicle auction centers providing a comprehensive range of vehicle remarketing services to vehicle dealers and owners and operators of vehicle fleets. 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 January 8, 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 none of the Company's common shares. CONTACT: ADT 561 997 8406 NOTE: This and other ADT press releases are available through Company News On-Call by fax; call 800-758-5804, extension 112511, or at http://www.prnewswire.com/ - Ends - -----END PRIVACY-ENHANCED MESSAGE-----