Common use of Date Filed Clause in Contracts

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] WESTERN RESOURCES/(R)/ December , 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 shareholders. In the past, ADT has advised Western Resources that it is not interested in discussing a business arrangement between ADT and Western Resources that 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 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"). 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 established certain impediments to consummation of the Offer, including ADT's recently adopted "poison pill" 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." Based upon the closing price of ADT common shares on December 17, 1996, 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, [ ] at 1-800- . 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/ Illegible Chairman of the Board and Chief Executive Officer 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: 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 DECEMBER 18, 1996 SPECIAL GENERAL MEETING OF SHAREHOLDERS AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT This Preliminary 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"), 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, as of the date of this Preliminary Proxy Statement, the date, time and place for the ADT Special Meeting have not been determined. Enclosed is a copy of the Western Resources Preliminary Prospectus filed with the Securities and Exchange Commission on December 18, 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: (1) The removal of all eight of the present members of the board of directors of ADT (the "ADT Board") and any person or persons elected or designated by any of such directors to fill any vacancy or newly created directorships; (2) The reduction of the number of seats on the ADT Board to two; and (3) The election of ▇▇▇▇▇▇ ▇. Kitchen and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Western Resources Nominees") as the directors of ADT (or, if either Western Resources Nominee is unable to serve as a director of ADT due to death, disability or otherwise, any other person designated as a Western Resources Nominee by Western Resources). Each of the foregoing actions (collectively, the "Western Resources Proposals") is designed to expedite consummation of Western Resources' offer to acquire ADT for $7.50 net in cash and $15.00 in Western Resources Common Stock (as defined below). Shareholders of ADT are being asked to vote FOR each of the Western Resources Proposals on the accompanying GREEN proxy card. WESTERN RESOURCES RECOMMENDS THAT YOU VOTE FOR EACH OF THE WESTERN RESOURCES PROPOSALS.

Date Filed. PRELIMINARY COPY--SUBJECT TO COMPLETION [LOGO] WESTERN RESOURCES/(R)/ December March 14, 1996 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 shareholdersshareowners. 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 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 have determined 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 (provided that the "Offer"), on the terms and subject to the conditions set forth in no event will the enclosed Prospectus. ADT issue more shareowners may receive less than 0.50420 shares $12.50 in Western Resources Common Stock in certain circumstances if the price of Western Resources Common Stock per falls below $29.75. The Offer is subject to certain conditions including Western Resources' receipt of tenders of a number of ADT common share) (shares which, together with shares presently owned by Western Resources and its subsidiaries, constitute a majority of the "Offer")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 established recently taken certain actions that Western Resources believes were designed to establish impediments to consummation of the Offer, including ADT's recently adopted the adoption of a "poison pill" shareholder 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 1▇-800- ▇▇▇-▇▇▇-▇▇▇▇ or call collect at (▇▇▇) ▇▇▇-▇▇▇▇. 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/ Illegible ▇▇▇▇ ▇▇▇▇▇ Chairman of the Board and Chief Executive Officer 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: 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 DECEMBER 18, 1996 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (CALL COLLECT) OR (▇▇▇) ▇▇▇-▇▇▇▇ (TOLL-FREE) SPECIAL GENERAL MEETING OF SHAREHOLDERS OF ADT LIMITED AND THE ELECTION OF THE NOMINEES OF WESTERN RESOURCES, INC. ---------------- PROXY STATEMENT 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"), has presently owns approximately 27% of the Shares (as defined below). Westar Capital 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, as of the date of this Preliminary Proxy Statementon January 7, the date1997, time and place for ADT announced that it had scheduled the ADT Special Meeting have not been determineddate 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 a 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 Prospectus, as filed with the Securities and Exchange Commission on December 18March 14, 1996 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: (1) The removal of all eight of the present members of the board of directors of ADT (the "ADT Board") Board and any person or persons elected or designated by any of such directors to fill any vacancy or newly created directorships; (2) The reduction of the number of seats on the ADT Board to two; and (3) The election of ▇▇▇▇▇▇ ▇. Kitchen and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Western Resources Nominees") as the directors of ADT (or, if either Western Resources Nominee is unable to serve as a director of ADT due to death, disability or otherwise, any other person designated as a Western Resources Nominee by Western Resources). Each of the foregoing actions (collectively, the "Western Resources Proposals") is designed to expedite consummation of Western Resources' offer to acquire ADT for $7.50 10.00 net in cash and $15.00 12.50 in Western Resources Common Stock (as defined below), subject to downward adjustment only in the circumstances described below. Shareholders of ADT are being asked to vote FOR each of the Western Resources Proposals on the accompanying GREEN proxy card. Assuming the presence of a quorum at the ADT Special Meeting, adoption of each of the Western Resources Proposals will require the affirmative vote of a simple majority of Shares voted at the ADT Special Meeting. See "The Western Resources Proposals--Voting at the ADT Special Meeting." WESTERN RESOURCES RECOMMENDS THAT YOU VOTE FOR EACH OF THE WESTERN RESOURCES PROPOSALS.