to take over its board by asking shareholders to oppose the bid at a special general meeting on July 8.

The company said yesterday that it was mailing out proxy statements to ADT shareholders calling on them to reject Western's proposals to remove the entire ADT board of directors and replace them with two Western employees.

ADT Chairman and Chief Executive Officer Michael Ashcroft said in a press release: "ADT sees no merit whatsoever in Western`s unsolicited proposals and, indeed, has noted the significant reduction in Western`s first quarter earnings per share, its increased debt load and the continuing erosion in its dividend cover. This is not a pretty picture.'' ADT's board of directors are battling Western's $3.5 billion hostile offer for the company by turning to Tyco International Ltd., which has made a friendly all-stock offer for ADT. Western owns 27 percent of ADT and has filed a writ in Bermuda's Supreme Court in an attempt to defeat the Tyco bid. Western argues that the Island`s laws lets ADT shareholders ask for cash in lieu of stock.

ADT has asked the court to dismiss the lawsuit and appeared in judge's chambers on Monday.