-----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, I9i21WXXugb0UgguFquPnU9YTGKrjlHYCV9QFoen/uY89y2WHyOjEKz5AMi3M2Jw IEdcR+gH3GUdSBIqr06rRA== 0000950144-96-003829.txt : 19960701 0000950144-96-003829.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950144-96-003829 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960619 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960628 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 96588459 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 ADT LIMITED: FORM 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 June 19, 1996 Date of Report (Date or 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. 2 ITEM 5. OTHER EVENTS. On June 19, 1996, ADT Limited ("ADT") announced the proposed acquisition of Automated Security (Holdings) PLC, a corporation organized under the laws of England and Wales. The press release issued by ADT is filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit 99.1 Press Release dated June 19, 1996. 2 3 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: June 27, 1996 4 EXHIBIT INDEX 99.1 Press Release dated June 19, 1996. EX-99.1 2 PRESS RELEASE 1 [ADT LOGO] FOR IMMEDIATE RELEASE June 19, 1996 ADT Limited ("ADT") PRESS RELEASE ADT ANNOUNCES THE PROPOSED ACQUISITION OF AUTOMATED SECURITY (HOLDINGS) PLC Boca Raton, FL, June 19, 1996 -- ADT Limited (NYSE - ADT) a leading provider of electronic security services and vehicle auction services, announced today that it has agreed terms for the acquisition of Automated Security (Holdings) PLC ("ASH"). ASH is the largest provider of electronic security services in the United Kingdom and, through its subsidiary API Security, Inc., is also the largest provider of electronic security services in Southern California. ASH's principal subsidiaries in the United Kingdom consist of Modern Security Systems Limited ("MSS") and Telecom Security Limited ("Telecom"). MSS is a mainly commercial business whose customer base is complementary to ADT's. Telecom is a residential business with strong brand recognition which will provide ADT with leveraging opportunities in the residential marketplace. The acquisition of ASH is to be effected by way of a Scheme of Arrangement in the United Kingdom under which the total consideration to be paid by ADT for the whole of the ordinary and preference share capital of ASH will consist of the issue of approximately 7.0 million ADT common shares. It is expected that the Scheme of Arrangement will become effective by the end of the third quarter of 1996. Commenting, Mr. Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT, said: "The acquisition of ASH gives ADT leadership in the electronic security services sector of the security market in the United Kingdom and Southern California. Opportunities exist to consolidate the operations of ASH and ADT in both these marketplaces and we are optimistic that ADT will benefit both from increased market presence and from the cost savings which are associated with combining businesses in our industry." For the year ended November 30, 1995, ASH's United Kingdom operations reported recurring revenues equivalent to approximately $84 million and API reported recurring revenues of approximately $30 million. ASH's other operations contributed recurring revenues of approximately $12 million. Contact: ADT Johnnie D. Johnson & Co., Inc. 407-997-8406 212-425-4848 -----END PRIVACY-ENHANCED MESSAGE-----