rejected a $2.6 billion takeover bid from Western Resources Inc. as inadequate and will ask shareholders to oppose the offer.

ADT said yesterday that it has sent a letter to shareholders expressing its view of the offer by Western Resources, a utility, and explaining it would solicit proxies against the proposal. ADT also said it would hold a special shareholders meeting on July 8.

"We still continue to believe it's a very fair offer and continue to move forward with the offer,'' Western spokeswoman Michel' Philipp said. Western has not yet begun mailing proxies to ADT shareholders, she said.

Western launched its cash and stock offer for ADT on December 18. It represented Western's second hostile bid of 1996, following an offer for Kansas City Power & Light Co. That ended a proposed merger of KCPL and another utility, and has led to talks between Western and KCPL.

Topeka, Kansas-based Western has offered $22.50 a share for the stock of ADT it doesn't already own, valuing the entire company at $3.5 billion. Western has called for a special shareholders meeting to unseat ADT's board, and is making its offer directly to ADT shareholders.

Western is already the biggest shareholder in ADT holding 27 percent of its shares.