Common use of Date Filed Clause in Contracts

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] Western Resources(R) February , 1997 Dear Fellow ADT Shareowner: We are pleased to enclose for your consideration Western Resources' proxy statement and GREEN proxy card relating to the special general meeting of ADT Limited shareowners. In the past, ADT has advised Western Resources that it is not interested in discussing a business arrangement between ADT and Western Resources despite the fact that Western Resources believes that such a combination could maximize ADT's potential both in its existing security business and in the emerging market of deregulated retail energy distribution. After careful study and consideration, we believe that the potential benefits to ADT, Western Resources and ADT's other shareowners can be best realized through a combination of Western Resources and ADT. Therefore, Western Resources is taking its proposal to combine with ADT directly to the true owners of ADT-- the ADT shareowners. Western Resources is offering to exchange each ADT common share for $7.50 in cash and $15.00 in Western Resources Common Stock (the "Offer"), on the terms and subject to the conditions set forth in the enclosed Preliminary Prospectus. ADT shareowners may receive less than $15.00 in Western Resources Common Stock in certain circumstances if the price of Western Resources Common Stock falls below $29.75. The Offer is subject to certain conditions including Western Resources' receipt of tenders of a number of ADT common shares which, together with shares presently owned by Western Resources and its subsidiaries, constitute a majority of the total number of ADT common shares outstanding. Following completion of the Offer, Western Resources plans to acquire the remaining equity interest of ADT by effecting an amalgamation of a Bermuda subsidiary of Western Resources with and into ADT (the "Amalgamation"). The ADT board has recently taken certain actions that Western Resources believes were designed to establish impediments to consummation of the Offer, including the adoption of a "poison pill" shareowner rights plan pursuant to which the associated preference share purchase rights were issued. Western Resources believes that the ADT board of directors may be unwilling to amend or redeem the "poison pill" and otherwise permit the Offer to be consummated. Accordingly, Western Resources is soliciting your proxy as a shareowner of ADT to remove the present members of the ADT board and to replace them with nominees of Western Resources who presently intend to take all actions necessary to expedite consummation of the Offer and the Amalgamation, including amending or redeeming ADT's "poison pill," subject to their fiduciary duties under Bermuda law. Based upon the closing price of ADT common shares on December 17, 1996, the last trading day prior to the public announcement of the Offer, the Offer represents a 12% premium over ADT's market price. In addition, the Offer provides ADT shareowners with the opportunity to invest in a combined company with the potential to become a market leader in the converging energy marketing and security industries. TO RECEIVE THE BENEFITS OF THE OFFER, IT IS IMPORTANT THAT YOU VOTE THE GREEN PROXY CARD IN FAVOR OF WESTERN RESOURCES' NOMINEES AND PROPOSALS. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ADT SPECIAL MEETING. If you have any questions concerning this Proxy Statement or the Offer or need assistance in voting your shares, please contact our Information Agent, MacKenzie Partners, Inc. at 1-800-322-2885. YOUR VOTE IS ESSENTIAL IF YOU WANT THE OFFER TO SUCCEED, VOTE FOR THE WESTERN RESOURCES PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD TODAY. Thank you for your attention and support. Sincerely, /s/ Xxxx Xxxxx Chairman of the Board and Chief Executive Officer IMPORTANT VOTING INFORMATION If your shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this letter. If your shares are held in the name of a brokerage firm, bank or other institution, please sign, date and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by that firm. If you have any questions or require any assistance in voting your shares, please call toll free: MacKenzie Partners, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) A registration statement relating to the Western Resources securities referred to in this letter and in the accompanying proxy statement has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This letter and the accompanying proxy statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PRELIMINARY COPY--SUBJECT TO COMPLETION--DATED FEBRUARY 25, 1997 SPECIAL GENERAL MEETING OF SHAREHOLDERS OF ADT LIMITED ---------------- RELATING TO THE REMOVAL OF THE EXISTING BOARD OF DIRECTORS OF ADT LIMITED, THE REDUCTION OF THE SIZE OF SUCH BOARD TO TWO DIRECTORS AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT OF WESTERN RESOURCES, INC. This Preliminary Proxy Statement (the "Proxy Statement") and the accompanying GREEN proxy card are furnished by Western Resources, Inc., a Kansas corporation ("Western Resources"), in connection with its solicitation of proxies to be voted at the special general meeting of shareholders of ADT Limited, a company incorporated under the laws of Bermuda ("ADT"), and at any adjournments, postponements, continuations or reschedulings thereof (the "ADT Special Meeting"). This Proxy Statement is first being mailed to ADT shareholders on or about , 1997. Westar Capital, Inc., a Kansas corporation and a wholly owned subsidiary of Western Resources ("Westar Capital"), presently owns approximately 27% of the Shares (as defined below). Westar Capital has requested, in accordance with the Bye-Laws of ADT (the "ADT Bye-Laws") and Bermuda law, that the ADT Special Meeting be convened on February 18, 1997; however, on January 7, 1997, ADT announced that it had scheduled the ADT Special Meeting date for July 8, 1997. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and is seeking relief to compel the board of directors of ADT (the "ADT Board") to hold the ADT Special Meeting on or before March 20, 1997. See "Litigation." Enclosed is a copy of the Western Resources Preliminary Prospectus, as filed with the Securities and Exchange Commission on February 25, 1997 (the "Preliminary Prospectus"), which sets forth the terms and conditions of the Offer (as hereinafter defined). At the ADT Special Meeting, ADT shareholders will be asked to vote upon the following proposals:

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] Western Resources(R) February WESTERN RESOURCES/(R)/ March 14, 1997 Dear Fellow ADT Shareowner: We are pleased to enclose for your consideration Western Resources' proxy statement and GREEN proxy card relating to the special general meeting of ADT Limited shareowners. In the pastFollowing Western Resources' initial acquisition of ADT common shares, ADT has advised Western Resources that it is was not interested in discussing pursuing a joint marketing relationship or any other type of business arrangement between ADT and with Western Resources despite the fact that Western Resources believes that such a combination relationship could maximize ADT's potential both in its existing security business and in the emerging market of deregulated retail energy distribution. After careful study and consideration, we believe that the potential benefits to ADT, Western Resources and ADT's other shareowners can be best realized through a combination of Western Resources and ADT. Therefore, Western Resources is taking its proposal to combine with ADT directly to the true owners of ADT-- ADT--the ADT shareowners. Western Resources is offering to exchange each ADT common share for $7.50 10.00 in cash and $15.00 12.50 in Western Resources Common Stock (the "Offer"), on the terms and subject to the conditions set forth in the enclosed Preliminary Prospectus. ADT shareowners may receive less than $15.00 12.50 in Western Resources Common Stock in certain circumstances if the price of Western Resources Common Stock falls below $29.75. The Offer is subject to certain conditions including Western Resources' receipt of tenders of a number of ADT common shares which, together with shares presently owned by Western Resources and its subsidiaries, constitute a majority of the total number of ADT common shares outstanding. Following completion of the Offer, Western Resources plans to acquire the remaining equity interest of ADT by effecting an amalgamation of a Bermuda subsidiary of Western Resources with and into ADT (the "Amalgamation"). The ADT board has recently taken certain actions that Western Resources believes were designed to establish impediments to consummation of the Offer, including the adoption of a "poison pill" shareowner rights plan pursuant to which the associated preference share purchase rights were issued. Western Resources believes that the ADT board of directors may be unwilling to amend or redeem the "poison pill" and otherwise permit the Offer to be consummated. Accordingly, Western Resources is soliciting your proxy as a shareowner of ADT to remove the present members of the ADT board and to replace them with nominees of Western Resources who presently intend to take all actions necessary to expedite consummation of the Offer and the Amalgamation, including including, to the extent possible, amending or redeeming ADT's "poison pill," subject to their fiduciary duties under Bermuda law. Based upon the closing price of ADT common shares on December 17, 1996, the last trading day prior to the public announcement of the Offer, the Offer represents a 12% premium over ADT's market price. In addition, the Offer provides ADT shareowners with the opportunity to invest in a combined company with the potential to become a market leader in the converging energy marketing and security industries. TO RECEIVE THE BENEFITS OF THE OFFER, IT IS IMPORTANT THAT YOU VOTE THE GREEN PROXY CARD IN FAVOR OF WESTERN RESOURCES' NOMINEES AND PROPOSALS. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ADT SPECIAL MEETING. If you have any questions concerning this Proxy Statement or the Offer or need assistance in voting your shares, please contact our Information Agent, MacKenzie Partners, Inc. at 10-800000-322000-28850000 or call collect at (000) 000-0000. YOUR VOTE IS ESSENTIAL IF YOU WANT THE OFFER TO SUCCEED, VOTE FOR THE WESTERN RESOURCES PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD TODAY. Thank you for your attention and support. Sincerely, /s/ Xxxx Xxxxx Chairman of the Board and Chief Executive Officer IMPORTANT VOTING INFORMATION If your shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this letter. If your shares are held in the name of a brokerage firm, bank or other institution, please sign, date and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by that firm. If you have any questions or require any assistance in voting your shares, please call toll free: MacKenzie Partners[LOGO] MACKENZIE PARTNERS, Inc. INC. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800000) 322000-2885 0000 (tollCALL COLLECT) OR (000) 000-free0000 (TOLL-FREE) 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) A registration statement relating to the Western Resources securities referred to in this letter and in the accompanying proxy statement has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This letter and the accompanying proxy statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PRELIMINARY COPY--SUBJECT TO COMPLETION--DATED FEBRUARY 25, 1997 SPECIAL GENERAL MEETING OF SHAREHOLDERS OF ADT LIMITED ---------------- RELATING TO THE REMOVAL OF THE EXISTING BOARD OF DIRECTORS OF ADT LIMITED, THE REDUCTION OF THE SIZE OF SUCH BOARD TO TWO DIRECTORS AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT OF WESTERN RESOURCES, INC. This Preliminary Proxy Statement (the "Proxy Statement") and the accompanying GREEN proxy card are furnished by Western Resources, Inc., a Kansas corporation ("Western Resources"), in connection with its solicitation of proxies to be voted at the special general meeting of shareholders of ADT Limited, a company incorporated under the laws of Bermuda ("ADT"), and at any adjournments, postponements, continuations or reschedulings thereof (the "ADT Special Meeting"). This Proxy Statement is first being mailed to ADT shareholders on or about March 17, 1997. Westar Capital, Inc., a Kansas corporation and a wholly owned subsidiary of Western Resources ("Westar Capital"), presently owns approximately 27% of the Shares (as defined below). Westar Capital has originally requested, in accordance with the Bye-Laws of ADT (the "ADT Bye-Bye- Laws") and Bermuda law, that the ADT Special Meeting be convened on February 18, 1997; however, on January 7, 1997, ADT announced that it had scheduled the ADT Special Meeting date for July 8, 1997. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and is seeking relief to compel the board of directors of ADT (the "ADT Board") to hold the ADT Special Meeting on or before March 20, 1997a date 30 days subsequent to the date this Proxy Statement is first distributed to ADT Shareholders. See "Litigation." Enclosed is a copy of the Western Resources Preliminary Prospectus, as filed with the Securities and Exchange Commission on February 25March 14, 1997 (the "Preliminary Prospectus"), which sets forth the terms and conditions of the Offer (as hereinafter defined). At the ADT Special Meeting, ADT shareholders will be asked to vote upon the following proposals:

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] Western Resources(R) February April , 1997 1996 Dear Fellow ADT Shareowner: We are pleased to enclose for your consideration Western Resources' proxy statement and GREEN proxy card relating to the special general meeting of ADT Limited shareowners. In the pastKCPL Shareholders, ADT has advised Western Resources that it is not interested in discussing a business arrangement between ADT and Western Resources despite the fact that Western Resources believes that such a combination could maximize ADT's potential both in its existing security business and in the emerging market of deregulated retail energy distribution. After careful study and considerationOn April 14, we believe that the potential benefits to ADT1996, Western Resources proposed a merger with KCPL that we believe is financially superior for KCPL shareholders and ADTbetter serves the interests of KCPL's other shareowners can be best realized through a combination employees, customers and the communities it serves, than the proposed merger with UtiliCorp. Unfortunately, the KCPL directors, who collectively own less than 1% of KCPL's stock, have rejected the Western Resources offer, thereby refusing to let you realize the benefits of that offer. Instead, the KCPL board of directors is intent on pursuing a merger with UtiliCorp even though that merger offers you significantly less value and ADTfar lower dividends. ThereforeIN ORDER TO PRESERVE YOUR OPPORTUNITY TO CONSIDER THE BEST AVAILABLE OFFER, Western Resources is taking its proposal WE URGE YOU TO VOTE AGAINST THE PROPOSED UTILICORP TRANSACTION BY SIGNING, DATING AND RETURNING THE ENCLOSED [COLOR] PROXY CARD TODAY. In an effort to combine with ADT directly to provide you--the true owners of ADT-- KCPL--an opportunity to maximize the ADT shareowners. value of your investment in KCPL, Western Resources is offering intends to commence an exchange offer for each ADT outstanding share of common share stock of KCPL in exchange for $7.50 in cash and $15.00 in common stock of Western Resources Common Stock (in a tax-free transaction. Enclosed is a copy of the "Offer")Western Resources Preliminary Prospectus filed with the Securities and Exchange Commission on April 22, on 1996 which sets forth the terms and subject to conditions of the conditions set forth in exchange offer. THE WESTERN RESOURCES OFFER IS FINANCIALLY SUPERIOR Under the enclosed Preliminary Prospectus. ADT shareowners may receive less than $15.00 in Western Resources Common Stock in certain circumstances if the price offer, YOU would receive: . A SUBSTANTIAL INCREASE IN DIVIDENDS. KCPL shareholders would receive an indicated annual dividend of between $1.72 and $2.03 per KCPL share, which would be 10% to 30% higher than KCPL's current annual dividend, based upon Western Resources' $2.06 current annual dividend. . A SIGNIFICANT PREMIUM FOR YOUR SHARES. KCPL shareholders would receive $28.00 worth of Western Resources Common Stock falls below $29.75. The Offer is common stock for each share of KCPL common stock, subject to certain conditions including Western Resources' receipt of tenders of limitations, a number of ADT common shares which, together with shares presently owned by Western Resources and its subsidiaries, constitute a majority of the total number of ADT common shares outstanding. Following completion of the Offer, Western Resources plans to acquire the remaining equity interest of ADT by effecting an amalgamation of a Bermuda subsidiary of Western Resources with and into ADT (the "Amalgamation"). The ADT board has recently taken certain actions that Western Resources believes were designed to establish impediments to consummation of the Offer, including the adoption of a "poison pill" shareowner rights plan pursuant to which the associated preference share purchase rights were issued. Western Resources believes that the ADT board of directors may be unwilling to amend or redeem the "poison pill" and otherwise permit the Offer to be consummated. Accordingly, Western Resources is soliciting your proxy as a shareowner of ADT to remove the present members of the ADT board and to replace them with nominees of Western Resources who presently intend to take all actions necessary to expedite consummation of the Offer and the Amalgamation, including amending or redeeming ADT17% premium over KCPL's "poison pill," subject to their fiduciary duties under Bermuda law. Based upon the closing price of ADT common shares on December 17April 12, 1996, the last trading day prior to the public announcement of the Offerour offer. . A STRONGER FINANCIAL PARTNER. Western Resources currently enjoys an A- bond rating, compared to UtiliCorp's BBB rating. Furthermore, the Offer represents a 12% premium over ADT's market pricecombination of Western Resources and KCPL will result in earnings accretion that will benefit shareholders of the combined company. In additionWe believe that our proposal is financially superior to the proposed transaction with UtiliCorp, but unless the Offer provides ADT shareowners proposed transaction with UtiliCorp is defeated at the KCPL annual meeting, you will not have the opportunity to invest in a combined company with accept the potential to become a market leader in the converging energy marketing and security industriesbest offer. TO RECEIVE THE BENEFITS OF THE OFFER, IT IS IMPORTANT THAT YOU VOTE THE GREEN PROXY CARD IN FAVOR OF WESTERN RESOURCES' NOMINEES AND PROPOSALS. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ADT SPECIAL MEETING. If you have any questions concerning this Proxy Statement or the Offer or need assistance in voting your shares, please contact our Information Agent, MacKenzie Partners, Inc. at 1-800-322-2885. YOUR VOTE IS ESSENTIAL IF YOU WANT THE OFFER TO SUCCEED, VOTE FOR THE WESTERN RESOURCES PROPOSALS BY SIGNINGOFFER CREATES A STRONGER COMPANY Besides the substantial financial benefits to KCPL shareholders, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD TODAYwe believe that our offer is also operationally superior to the proposed transaction with UtiliCorp with respect to KCPL's employees, customers and the communities it serves. Thank you for your attention and support. Sincerely, /s/ Xxxx Xxxxx Chairman of Among the Board and Chief Executive Officer IMPORTANT VOTING INFORMATION If your shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this letter. If your shares are held in the name many advantages of a brokerage firm, bank or other institution, please sign, date combination between KCPL and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by that firmWestern Resources are: . If you have any questions or require any assistance in voting your shares, please call toll free: MacKenzie Partners, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) A registration statement MORE THAN $1 BILLION IN COST SAVINGS. Based exclusively on public information relating to KCPL, we have identified aggregate cost savings of more than $1 billion during the first ten years following completion of a KCPL/Western Resources securities referred to in this letter and in the accompanying proxy statement has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This letter and the accompanying proxy statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PRELIMINARY COPY--SUBJECT TO COMPLETION--DATED FEBRUARY 25, 1997 SPECIAL GENERAL MEETING OF SHAREHOLDERS OF ADT LIMITED ---------------- RELATING TO THE REMOVAL OF THE EXISTING BOARD OF DIRECTORS OF ADT LIMITED, THE REDUCTION OF THE SIZE OF SUCH BOARD TO TWO DIRECTORS AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT OF WESTERN RESOURCES, INC. This Preliminary Proxy Statement (the "Proxy Statement") and the accompanying GREEN proxy card are furnished by Western Resources, Inc., a Kansas corporation ("Western Resources"), in connection with its solicitation of proxies to be voted at the special general meeting of shareholders of ADT Limited, a company incorporated under the laws of Bermuda ("ADT"), and at any adjournments, postponements, continuations or reschedulings thereof (the "ADT Special Meeting"). This Proxy Statement is first being mailed to ADT shareholders on or about , 1997. Westar Capital, Inc., a Kansas corporation and a wholly owned subsidiary of Western Resources ("Westar Capital"), presently owns approximately 27% of the Shares (as defined below). Westar Capital has requested, in accordance with the Bye-Laws of ADT (the "ADT Bye-Laws") and Bermuda law, that the ADT Special Meeting be convened on February 18, 1997; however, on January 7, 1997, ADT announced that it had scheduled the ADT Special Meeting date for July 8, 1997. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and is seeking relief to compel the board of directors of ADT (the "ADT Board") to hold the ADT Special Meeting on or before March 20, 1997. See "Litigation." Enclosed is a copy of the Western Resources Preliminary Prospectus, as filed with the Securities and Exchange Commission on February 25, 1997 (the "Preliminary Prospectus")merger, which sets forth is 64% greater than those estimated for the terms and conditions of the Offer (as hereinafter defined). At the ADT Special Meeting, ADT shareholders will be asked to vote upon the following proposals:proposed transaction with UtiliCorp.

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] Western Resources(R) February WESTERN RESOURCES/(R)/ December , 1997 1996 Dear Fellow ADT Shareowner: We are pleased to enclose for your consideration Western Resources' proxy statement and GREEN proxy card relating to the special general meeting of ADT Limited shareownersshareholders. In the past, ADT has advised Western Resources that it is not interested in discussing a business arrangement between ADT and Western Resources despite the fact that Western Resources believes that such a combination could maximize ADT's potential both in its existing security business and in the emerging market of deregulated retail energy distribution. After careful study and consideration, we believe have determined that the potential benefits to ADT, Western Resources and ADT's other shareowners can be best realized through a combination of Western Resources and ADT. Therefore, Western Resources is taking its proposal to combine with ADT directly to the true owners of ADT-- the ADT shareowners. Western Resources is offering to exchange each ADT common share for $7.50 in cash and $15.00 in Western Resources Common Stock (provided that in no event will ADT issue more than 0.50420 shares of Western Resources Common Stock per ADT common share) (the "Offer"), on the terms and subject to the conditions set forth in the enclosed Preliminary Prospectus. ADT shareowners may receive less than $15.00 in Western Resources Common Stock in certain circumstances if the price of Western Resources Common Stock falls below $29.75. The Offer is subject to certain conditions including Western Resources' receipt of tenders of a number of ADT common shares which, together with shares presently owned by Western Resources and its subsidiaries, constitute a majority of the total number of ADT common shares outstanding. Following completion of the Offer, Western Resources plans to acquire the remaining equity interest of ADT by effecting an amalgamation of a Bermuda subsidiary of Western Resources with and into ADT (the "Amalgamation"). The ADT board has recently taken established certain actions that Western Resources believes were designed to establish impediments to consummation of the Offer, including the adoption of a ADT's recently adopted "poison pill" shareowner shareholder rights plan pursuant to which the associated preference share purchase rights were issued. Western Resources believes that the ADT board of directors may be unwilling to amend or redeem the "poison pill" and otherwise permit the Offer to be consummated. Accordingly, Western Resources is soliciting your proxy as a shareowner of ADT to remove the present members of the ADT board and to replace them with nominees of Western Resources who presently intend to take all actions necessary to expedite consummation of the Offer and the Amalgamation, including amending or redeeming ADT's "poison pill,." subject to their fiduciary duties under Bermuda law. Based upon the closing price of ADT common shares on December 17, 1996, the last trading day prior to the public announcement of the Offer, the Offer represents a 12% premium over ADT's market price. In addition, the Offer provides ADT shareowners with the opportunity to invest in a combined company with the potential to become a market leader in the converging energy marketing and security industries. TO RECEIVE THE BENEFITS OF THE OFFER, IT IS IMPORTANT THAT YOU VOTE THE GREEN PROXY CARD IN FAVOR OF WESTERN RESOURCES' NOMINEES AND PROPOSALS. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ADT SPECIAL MEETING. If you have any questions concerning this Proxy Statement or the Offer or need assistance in voting your shares, please contact our Information Agent, MacKenzie Partners, Inc. [ ] at 1-800-322-2885800- . YOUR VOTE IS ESSENTIAL IF YOU WANT THE OFFER TO SUCCEED, VOTE FOR THE WESTERN RESOURCES PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD TODAY. Thank you for your attention and support. Sincerely, /s/ Xxxx Xxxxx Illegible Chairman of the Board and Chief Executive Officer IMPORTANT VOTING INFORMATION If your shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this letter. If your shares are held in the name of a brokerage firm, bank or other institution, please sign, date and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by that firm. If you have any questions or require any assistance in voting your shares, please call toll free: MacKenzie Partners, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (800) 322-2885 (toll-free) [INFORMATION AGENT] [ADDRESS] [PHONE] Western Resources has filed exchange offer materials with the Securities and Exchange Commission and intends to make its offer directly to shareholders of ADT Limited as soon as its registration statement has been declared effective by the Securities and Exchange Commission. A registration statement relating to the Western Resources securities referred to in this letter and in the accompanying proxy statement has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This letter and the accompanying proxy statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PRELIMINARY COPY--SUBJECT TO COMPLETION--DATED FEBRUARY 25DECEMBER 18, 1997 1996 SPECIAL GENERAL MEETING OF SHAREHOLDERS OF ADT LIMITED ---------------- RELATING TO THE REMOVAL OF THE EXISTING BOARD OF DIRECTORS OF ADT LIMITED, THE REDUCTION OF THE SIZE OF SUCH BOARD TO TWO DIRECTORS AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT OF WESTERN RESOURCES, INC. This Preliminary Proxy Statement (the "Proxy Statement") and the accompanying GREEN proxy card are furnished by Western Resources, Inc., a Kansas corporation ("Western Resources"), in connection with its solicitation of proxies to be voted at the special general meeting of shareholders of ADT Limited, a company incorporated under the laws of Bermuda ("ADT"), and at any adjournments, postponements, continuations or reschedulings thereof (the "ADT Special Meeting"). This Proxy Statement is first being mailed to ADT shareholders on or about , 1997. Westar Capital, Inc., a Kansas corporation and a wholly owned subsidiary of Western Resources ("Westar Capital"), presently owns approximately 27% of the Shares (as defined below). Westar Capital has requested, in accordance with the Bye-Laws of ADT (the "ADT Bye-Laws") and Bermuda law, that the ADT Special Meeting be convened on February 18, 1997; however, on January 7as of the date of this Preliminary Proxy Statement, 1997the date, ADT announced that it had scheduled time and place for the ADT Special Meeting date for July 8, 1997have not been determined. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and is seeking relief to compel the board of directors of ADT (the "ADT Board") to hold the ADT Special Meeting on or before March 20, 1997. See "Litigation." Enclosed is a copy of the Western Resources Preliminary Prospectus, as Prospectus filed with the Securities and Exchange Commission on February 25December 18, 1997 1996 (the "Preliminary Prospectus"), ) which sets forth the terms and conditions of the Offer (as hereinafter defined). At the ADT Special Meeting, ADT shareholders will be asked to vote upon the following proposals: