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[Advertisement to run May 6, 1996]
To KCPL Shareholders:
It's About Credibility
?
The Ultimate Value of Western Resources'
Shares Being Offered
To KCPL Holders
Western Resources, Inc. has launched a hostile exchange offer TO
BREAK UP THE FRIENDLY MERGER OF EQUALS BETWEEN KANSAS CITY
POWER & LIGHT COMPANY AND UTILICORP UNITED INC. It's attempting
to do so by making what we believe is an ILLUSORY OFFER built
upon FAULTY ASSUMPTIONS. Even Western concedes that without
KCPL's cooperation, is "offer" won't bring any value to KCPL
shareholders until the end of 1997. The fact is, Western's
hostile proposal has so many conditions and hurdles built into
it, we believe that it is questionable whether it could EVER
close.
In contrast, the friendly merger between KCPL and UtiliCorp will
create a strong, new company. A company that will deliver value
to its many diverse constituencies -- shareholders, employees,
customers, communities...now, and for the long term.
AN OFFER NEEDS TO BE REAL
Western's hostile bid is not credible,
it's not achievable,
and its not strategic.
[KCPL logo]
Vote YES to the KCPL/UtiliCorp Merger on the WHITE Proxy Card
If you have any questions or need assistance in completing the
WHITE proxy card, please call our proxy solicitor, D. F. KING &
CO., toll free, 1-800-714-3312.
[end of advertisement]
MERGER FACTS
April 29, 1996
Western Resources is making a hostile bid for KCPL based on
illusory terms built on faulty assumptions.
Look at their own conditions...
90 Percent Minimum Tender Western won't close unless they
get 90% tendered, an extremely
difficult condition in any
hostile exchange.
Free to Amend or Terminate "In their sole discretion,"
Western is free to amend the
terms of the deal or terminate it
completely at any time before
closing, which could take as long
as two years. In contrast, the
terms of the merger with
UtiliCorp are fixed following
shareholder approval.
Western Shareholder Approval Western shareholders, who we
believe may find the deal
extremely dilutive to them, must
approve any KCPL deal before it
can close.
... Which Are Further Compounded by Regulatory Hurdles
Missouri Anti-Takeover Western has set as its own
Statutes condition that Missouri's
Business Combination statute not
apply. This requires approval of
KCPL's Board of Directors, which
has already rejected the offer.
The Missouri Control Share
Acquisition Statute and Western's
condition require KCPL
shareholder approval.
Antitrust The KCPL/UtiliCorp merger is pro-
competition. Western's hostile
offer for KCPL would eliminate a
competitor, and could raise
serious antitrust and regulatory
concerns.
Two Year Open Tender An exchange offer cannot close,
and tendered shares cannot be
purchased, until all state and
federal regulatory approvals have
been obtained. There currently
are numerous deals awaiting FERC
approval and Western has yet to
even file with FERC. Any
proposed Western/KCPL combination
could take as long as two years
for approval.
In examining these hurdles and conditions, it is clear to us that
Western's hostile bid is neither credible nor achievable.