Common use of Revocation of Proxies Clause in Contracts

Revocation of Proxies. An executed proxy may be revoked at any time prior to its exercise by submitting another proxy with a later date, by voting in person at the ADT Special Meeting or by sending a written, signed, dated revocation which clearly identifies the proxy being revoked to the Chairman of the ADT Special Meeting prior to the ADT Special Meeting or to the Secretary of ADT at the registered office of ADT at Cedar House, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Bermuda, so as to arrive before the ADT Special Meeting. Proxies may be revoked prior to the ADT Special Meeting by facsimile transmission addressed to the Chairman of the ADT Special Meeting at ( ) - , or to the Secretary of ADT at ( ) - . A revocation may be in any written form validly signed by the registered holder as long as it clearly states that the proxy previously given is no longer effective. Proxies for the ADT Special Meeting will be solicited by mail, telephone, telegraph, telex, telecopier, facsimile and advertisement and in person. Certain information about the directors and executive officers of Western Resources and certain employees and other representatives of Western Resources who may also assist ▇▇▇▇▇▇▇▇▇ Partners, Inc. ("MacKenzie") in soliciting proxies is set forth in the attached Schedule A. Schedule B sets forth certain information relating to Shares owned by Western Resources and its affiliates and Western Resources' directors, executive officers, employees and other representatives and certain transactions between any of them and ADT. The entire expense of the Proxy Solicitation is being borne by Western Resources. Western Resources may seek reimbursement for such expenses from ADT, but does not expect that the question of such reimbursement will be submitted to a vote of ADT Shareholders. Costs related to the Proxy Solicitation include expenditures for attorneys, accountants, financial advisors, proxy solicitors, public relations advisors, printing, advertising, postage, litigation and related expenses and filing fees and are expected to aggregate approximately $ million. Election of the Western Resources Nominees and consummation of the Offer may, among other things, (i) result in acceleration of credit facilities currently available to ADT Operations, Inc., a subsidiary of ADT ("ADT Operations"),

Revocation of Proxies. An executed proxy may be revoked at any time prior to its exercise by submitting another proxy with a later date, by voting in person at the ADT Special Meeting or by sending a written, signed, dated revocation which clearly identifies the proxy being revoked to the Chairman of the ADT Special Meeting prior to the ADT Special Meeting or to the Secretary of ADT at the registered office of ADT at Cedar House▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Bermuda, so as to arrive before the ADT Special Meeting. Proxies may be revoked prior to the ADT Special Meeting by facsimile transmission addressed to the Chairman of the ADT Special Meeting at ( ) - , or to the Secretary of ADT at ( ) - . A revocation may be in any written form validly signed by the registered holder as long as it clearly states that the proxy previously given is no longer effective. Proxies for the ADT Special Meeting will be solicited by mail, telephone, telegraph, telex, telecopier, facsimile and advertisement and in person. Certain information about the directors and executive officers of Western Resources and certain employees and other representatives of Western Resources who may also assist ▇▇▇▇▇▇▇▇▇ Partners, Inc. ("MacKenzie") [ ] in soliciting proxies is set forth in the attached Schedule A. Schedule B sets forth certain information relating to Shares owned by Western Resources and its affiliates and Western Resources' directors, executive officers, employees and other representatives and certain transactions between any of them and ADT. The entire expense of the Proxy Solicitation is being borne by Western Resources. Western Resources may seek reimbursement for such expenses from ADT, but does not expect that the question of such reimbursement will be submitted to a vote of ADT Shareholders. Costs related to the Proxy Solicitation include expenditures for attorneys, accountants, financial advisors, proxy solicitors, public relations advisors, printing, advertising, postage, litigation and related expenses and filing fees and are expected to aggregate approximately $ million. Election of the Western Resources Nominees and consummation of the Offer may, among other things, (i) result in acceleration of credit facilities currently available to ADT Operations, Inc., a subsidiary of ADT ("ADT Operations"),, (ii) enable the holders of certain debt instruments of ADT Operations to require the repurchase of their securities, and (iii) accelerate the date on which certain options outstanding under ADT's stock option plans become exercisable. Although Western Resources and Westar Capital do not believe that these events would materially and adversely impact the financial condition of ADT, the actual impact of such events cannot be presently ascertained and will depend, among other things, on interest rates and the future conditions in the credit markets. Western Resources has retained [ ] to act as Information Agent in connection with the Proxy Solicitation. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward Proxy Solicitation materials to beneficial owners of Shares. The Information Agent will be paid a customary fee of [$ ] for such services, plus reimbursement of out-of-pocket expenses, and Western Resources will indemnify the Information Agent against certain liabilities and expenses in connection with the Proxy Solicitation, including liabilities under federal securities laws. Salomon Brothers Inc ("Salomon"), Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇") and Chase Securities Inc. ("Chase") are acting as Dealer Managers (the "Dealer Managers") in connection with the Offer. Salomon is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services, and for assistance rendered by Salomon in connection with prior purchases of Shares by Westar Capital, Western Resources has agreed to pay Salomon aggregate fees up to a maximum of $5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). Bear ▇▇▇▇▇▇▇ is acting as financial advisor to Western Resources in connection with is effort to acquire ADT, for which services, and for assistance rendered by Bear ▇▇▇▇▇▇▇ in connection with prior purchases of Shares by Westar Capital, Western Resources has agreed to pay Bear ▇▇▇▇▇▇▇ aggregate fees up to a maximum of $4.3 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). Chase is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services Western Resources has agreed to pay Chase aggregate fees up to a maximum of $1.5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). In addition to the compensation set forth above, Western Resources has agreed to reimburse the Dealer Managers for their reasonable travel and other out-of-pocket expenses. Western Resources has also agreed to reimburse each of the Financial Advisors for necessary and reasonable attorney's fees incurred in connection with their engagement, and has agreed to indemnify each of the Dealer Managers and certain related persons and entities against certain liabilities and expenses in connection with the Dealer Managers' engagement, including certain liabilities under the federal securities laws. In connection with each of Salomon's, Bear ▇▇▇▇▇▇▇' and ▇▇▇▇▇'▇ engagement as Dealer Manager, Western Resources anticipates that certain employees of Salomon, Bear ▇▇▇▇▇▇▇ and Chase may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are ADT Shareholders for the purpose of assisting in the Proxy Solicitation. Neither Salomon, Bear ▇▇▇▇▇▇▇ nor Chase will receive any fee for or in connection with such solicitation activities by its employees apart from the fees it is otherwise entitled to receive as described above. In addition to the fees to be received by each of Salomon, Bear ▇▇▇▇▇▇▇ and Chase in connection with their engagement as Dealer Managers for the Offer, Salomon, Bear ▇▇▇▇▇▇▇ and Chase have in the past rendered various investment banking and financial advisory services for Western Resources for which they have received customary compensation. In particular, pursuant to a letter agreement dated September 5, 1995, as amended (the "Salomon KCPL Letter Agreement"), Salomon is providing certain financial advisory services to Western Resources in connection with the KCPL Offer. Under the terms of the Salomon KCPL Letter Agreement, Western Resources has agreed to pay Salomon for its financial advisory services (including services as Dealer Manager) in connection with the KCPL Offer, a financial advisory fee of (i) $400,000 upon execution of the Salomon KCPL Letter Agreement, (ii) $500,000 upon public announcement of the KCPL Offer, and (iii) up to an additional $6,000,000 (less amounts paid or payable described in (i) and (ii) above) upon Western Resources' acquisition of more than 20% of the outstanding KCPL Shares or upon the consummation of the KCPL Merger. Western Resources will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Dealer Managers) for soliciting proxies for the ADT Special Meeting. Brokers, dealers, commercial banks and trust companies will be reimbursed by Western Resources for customary mailing and handling expenses incurred by them in forwarding material to their customers. ADT Shareholders do not have appraisal rights with respect to the Offer. However, pursuant to Section 106(6) of the Companies Act, a registered holder of Shares who does not vote in favor of the Amalgamation, if it is proposed and submitted to a vote of ADT Shareholders, and who is not satisfied that he or she has been offered fair value for his or her Shares, may, within one month of the giving of the notice of the general meeting of ADT Shareholders, apply to the Supreme Court of Bermuda (the "Court") to have the fair value of such Shares appraised by the Court. Western Resources presently intends to condition the Amalgamation upon, among other things, holders of not more than 5% of the outstanding Shares having perfected appraisal rights with respect to the Amalgamation. Proposals of ADT Shareholders intended to be presented at the 1997 Annual Meeting of ADT Shareholders must have been received at ADT's Corporate Secretary's Office on or before November 13, 1996 for consideration for inclusion in the proxy statement and form of proxy relating to such meeting. THIS PRELIMINARY PROXY STATEMENT INCORPORATES BY REFERENCE DOCUMENTS NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO CORPORATE SECRETARY, WESTERN RESOURCES, INC., ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. TELEPHONE REQUESTS MAY BE DIRECTED TO THE CORPORATE SECRETARY'S DEPARTMENT AT (▇▇▇) ▇▇▇-▇▇▇▇. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST FOR DOCUMENTS SHOULD BE SUBMITTED NOT LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE ADT SPECIAL MEETING. The following documents filed with the Commission by Western Resources (File No. 1-3523) are incorporated herein by reference: (a) Western Resources' Annual Report on Form 10-K for the year ended December 31, 1995 (the "Western Resources 1995 Form 10-K"); (b) the portions of Western Resources' Proxy Statement for the 1996 Annual Meeting of Shareholders, dated March 27, 1996, that have been incorporated by reference in the Western Resources 1995 Form 10-K; (c) Western Resources' Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) Western Resources' Registration Statement on Form S-4, dated December 18, 1996 (Registration No. 333- ) and Western Resources' Preliminary Prospectus, dated December 18, 1996, included therein relating to the Offer; (e) Western Resources' Registration Statement on Form S-4, dated July 3, 1996 (Registration No. 333-02711), and Western Resources' Prospectus, dated July 3, 1996, included therein relating to the KCPL Offer; (f) Western Resources' Preliminary Proxy Statement on Schedule 14A, dated December 18, 1996, to shareholders of Western Resources; (g) Western Resources' Current Reports on Form 8-K, dated October 24, 1996 and December 18, 1996; and (h) soliciting materials of Western Resources filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by ADT (File No. 0-16979) are incorporated herein by reference: (a) ADT's Annual Report on Form 10-K for the year ended December 31, 1995 (the "ADT 1995 Form 10-K"); (b) ADT's Proxy Statement for the 1996 Annual Meeting of ADT Shareholders, dated March 12, 1996; (c) ADT's Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) ADT's Current Reports on Form 8-K, dated October 1, 1996, October 23, 1996 and November 12, 1996; (e) ADT's Registration Statement on Form 8-A, dated November 12, 1996; and (f) soliciting materials of ADT filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by KCPL (File No. 1-707) are incorporated herein by reference: (a) KCPL's Annual Report on Form 10-K for the year ended December 31, 1995 (the "KCPL 1995 Form 10-K"); and (b) KCPL's Quarterly Reports on Form 10-Q for the periods ending March 31, 1996, June 30, 1996 and September 30, 1996. All documents filed by either Western Resources or ADT pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the ADT Special Meeting shall be deemed to be incorporated herein by reference and to be a part hereof from the date of such filing. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. While Western Resources has included information concerning ADT and KCPL insofar as it is known or reasonably available to Western Resources, neither ADT nor KCPL is affiliated with Western Resources and neither ADT nor KCPL has to date permitted access by Western Resources to ADT's or KCPL's books and records. Therefore, information concerning ADT and KCPL which has not been made public is not available to Western Resources. Although Western Resources has no knowledge that would indicate that statements relating to ADT or KCPL contained or incorporated by reference in this Proxy Statement in reliance upon publicly available information are inaccurate or incomplete, Western Resources was not involved in the preparation of such information and statements and, for the foregoing reasons, is not in a position to verify any such information or statements. WESTERN RESOURCES, INC. December 18, 1996 [INFORMATION AGENT] [ADDRESS] [PHONE] 27

Revocation of Proxies. An executed proxy may be revoked at any time prior to its exercise by submitting another proxy with a later date, by voting in person at the ADT Special Meeting or by sending a written, signed, dated revocation which clearly identifies the proxy being revoked to the Chairman of the ADT Special Meeting prior to the ADT Special Meeting or to the Secretary of ADT at the registered office of ADT at Cedar House▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Bermuda, so as to arrive before the ADT Special Meeting. Proxies may be revoked prior to the ADT Special Meeting by facsimile transmission addressed to the Chairman of the ADT Special Meeting at ( ) - , or to the Secretary of ADT at ( ) - . A revocation may be in any written form validly signed by the registered holder as long as it clearly states that the proxy previously given is no longer effective. Proxies for the ADT Special Meeting will be solicited by mail, telephone, telegraph, telex, telecopier, facsimile and advertisement advertisement, and in person. Certain information about the directors and executive officers of Western Resources and certain employees and other representatives of Western Resources who may also assist ▇▇▇▇▇▇▇▇▇ MacKenzie Partners, Inc. ("MacKenzie") in soliciting proxies is set forth in the attached Schedule A. Schedule B sets forth certain information relating to Shares owned by Western Resources and its affiliates and Western Resources' directors, executive officers, employees and other representatives and certain transactions between any of them and ADT. The entire expense of the Proxy Solicitation is being borne by Western Resources. Western Resources may seek reimbursement for such expenses from ADT, but does not expect that the question of such reimbursement will be submitted to a vote of ADT Shareholders. Costs related to the Proxy Solicitation include expenditures for attorneys, accountants, financial advisors, proxy solicitors, public relations advisors, printing, advertising, postage, litigation and related expenses and filing fees and are expected to aggregate approximately $ $2 million. Election Western Resources has retained MacKenzie to act as Information Agent in connection with the Proxy Solicitation. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward Proxy Solicitation materials to beneficial owners of Shares. The Information Agent will be paid a customary fee of up to $250,000 for such services, plus reimbursement of out-of-pocket expenses, and Western Resources will indemnify the Information Agent against certain liabilities and expenses in connection with the Proxy Solicitation, including liabilities under federal securities laws. Salomon Brothers Inc ("Salomon"), Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇") and Chase Securities Inc. ("Chase") are acting as Dealer Managers (the "Dealer Managers") in connection with the Offer. Salomon is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services, and for assistance rendered by Salomon in connection with prior purchases of Shares by Westar Capital, Western Resources has agreed to pay Salomon aggregate fees up to a maximum of $5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Western Resources Nominees and Shares of ADT or upon consummation of the Offer Amalgamation). Bear ▇▇▇▇▇▇▇ is acting as financial advisor to Western Resources in connection with is effort to acquire ADT, for which services, and for assistance rendered by Bear ▇▇▇▇▇▇▇ in connection with prior purchases of Shares by Westar Capital, Western Resources has agreed to pay Bear ▇▇▇▇▇▇▇ aggregate fees up to a maximum of $4.3 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). Chase is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services Western Resources has agreed to pay Chase aggregate fees up to a maximum of $1.5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). In addition to the compensation set forth above, Western Resources has agreed to reimburse the Dealer Managers for their reasonable travel and other out-of-pocket expenses. Western Resources has also agreed to reimburse each of the Financial Advisors for necessary and reasonable attorneys' fees incurred in connection with their engagement, and has agreed to indemnify each of the Dealer Managers and certain related persons and entities against certain liabilities and expenses in connection with the Dealer Managers' engagement, including certain liabilities under the federal securities laws. In connection with each of Salomon's, Bear ▇▇▇▇▇▇▇' and ▇▇▇▇▇'▇ engagement as Dealer Manager, Western Resources anticipates that certain employees of Salomon, Bear ▇▇▇▇▇▇▇ and Chase may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are ADT Shareholders for the purpose of assisting in the Proxy Solicitation. Neither Salomon, Bear ▇▇▇▇▇▇▇ nor Chase will receive any fee for or in connection with such solicitation activities by its employees apart from the fees it is otherwise entitled to receive as described above. In addition to the fees to be received by each of Salomon, Bear ▇▇▇▇▇▇▇ and Chase in connection with their engagement as Dealer Managers for the Offer, Salomon, Bear ▇▇▇▇▇▇▇ and Chase have in the past rendered various investment banking and financial advisory services for Western Resources for which they have received customary compensation. In particular, pursuant to a letter agreement dated September 5, 1995, as amended (the "Salomon KCPL Letter Agreement"), Salomon is providing certain financial advisory services to Western Resources in connection with the KCPL Offer. Under the terms of the Salomon KCPL Letter Agreement, Western Resources has agreed to pay Salomon for its financial advisory services (including services as Dealer Manager) in connection with the KCPL Offer, a financial advisory fee of (i) $400,000 upon execution of the Salomon KCPL Letter Agreement, (ii) $500,000 upon public announcement of the KCPL Offer, and (iii) up to an additional $6,000,000 (less amounts paid or payable as described in (i) and (ii) above) upon Western Resources' acquisition of more than 20% of the outstanding KCPL Shares or upon the consummation of the KCPL Merger. Western Resources will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Dealer Managers) for soliciting proxies for the ADT Special Meeting. Brokers, dealers, commercial banks and trust companies will be reimbursed by Western Resources for customary mailing and handling expenses incurred by them in forwarding material to their customers. ABSENCE OF APPRAISAL RIGHTS ADT Shareholders do not have appraisal rights with respect to the Offer. However, pursuant to Section 106(6) of the Companies Act, a registered holder of Shares who does not vote in favor of the Amalgamation, if it is proposed and submitted to a vote of ADT Shareholders, and who is not satisfied that he or she has been offered fair value for his or her Shares, may, within one month of the giving of the notice of the general meeting of ADT Shareholders, apply to the Supreme Court of Bermuda (the "Bermuda Supreme Court") to have the fair value of such dissenting ADT Shareholder's Shares appraised by the Bermuda Supreme Court. Within one month of the Bermuda Supreme Court's appraisal of the fair value of any Shares, Western Resources shall be entitled either to pay to the dissenting ADT Shareholder an amount equal to the value of his or her Shares as appraised by the Bermuda Supreme Court or to terminate the Amalgamation if the agreement with respect thereto so provides. The Bermuda Supreme Court has wide discretion to assess the value of shares in appraisal proceedings. The Bermuda Supreme Court would likely call on expert evidence and may assess the fair value based on (a) the market value (i.e., the quoted stock market price) of the Shares; (b) a valuation of the net assets of ADT; (c) the earnings or investment value method which would involve the capitalization of maintainable earnings; and/or (d) a combination of these methods. A beneficial owner of Shares who is not the registered holder may not assert appraisal rights. If the stock is owned in a fiduciary capacity, such as by a trustee, guardian or custodian, or by a nominee, the notice asserting appraisal rights must be executed by the fiduciary or nominee as the registered holder of the Shares. If the Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the notice must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notice for a registered shareholder; however, the agent must identify the registered holder, disclose the fact that, in executing the notice, he is acting as agent for the registered holder and provide evidence of his authority. The right of a dissenting shareholder to be paid the fair value of his or her Shares shall cease if the shareholder fails to comply with the procedures set forth in Section 106(6) of the Companies Act, or if the Amalgamation is abandoned for any reason. Western Resources presently intends to condition the Amalgamation upon, among other things, holders of not more than 5% of the outstanding Shares having perfected appraisal rights with respect to the Amalgamation. The foregoing does not purport to be a complete statement of the procedures to be followed by ADT Shareholders desiring to exercise appraisal rights and, in view of the fact that exercise of such rights requires adherence to the relevant provisions of the Companies Act and Bermuda law, shareholders who desire to exercise appraisal rights are advised to review with care all applicable provisions of law and to obtain legal counsel in Bermuda concerning proper compliance with applicable provisions of the Companies Act and Bermuda law. ADT Shareholders are urged to, and should, read Section 106 of the Companies Act, a copy of which is included herein as Schedule G. Proposals of ADT Shareholders intended to be presented at the 1997 Annual Meeting of ADT Shareholders must have been received at ADT's Corporate Secretary's Office on or before November 13, 1996 for consideration for inclusion in the proxy statement and form of proxy relating to such meeting. THIS PROXY STATEMENT INCORPORATES BY REFERENCE DOCUMENTS NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (iNOT INCLUDING EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) result ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO CORPORATE SECRETARY, WESTERN RESOURCES, INC., ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. TELEPHONE REQUESTS MAY BE DIRECTED TO THE CORPORATE SECRETARY'S DEPARTMENT AT (913) 575- 1950. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST FOR DOCUMENTS SHOULD BE SUBMITTED NOT LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE ADT SPECIAL MEETING. The following documents filed with the Commission by Western Resources (File No. 1-3523) are incorporated herein by reference: (a) Western Resources' Annual Report on Form 10-K for the year ended December 31, 1995 (the "Western Resources 1995 Form 10-K"); (b) the portions of Western Resources' Proxy Statement for the 1996 Annual Meeting of Shareholders, dated March 27, 1996, that have been incorporated by reference in acceleration the Western Resources 1995 Form 10-K; (c) Western Resources' Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) Western Resources' Registration Statement on Form S-4, dated March 14, 1997 (Registration No. 333-10897) and Western Resources' Prospectus, dated March 14, 1997, included therein relating to the Offer; (e) Western Resources' Registration Statement on Form S-4, dated July 3, 1996 (Registration No. 333- 02711), and Western Resources' Prospectus, dated July 3, 1996, included therein relating to the KCPL Offer; (f) Western Resources' Current Reports on Form 8-K, dated April 15, 1996, April 23, 1996, April 25, 1996, April 26, 1996, April 29, 1996, May 3, 1996, May 6, 1996, May 7, 1996, May 13, 1996, May 24, 1996, June 17, 1996, July 23, 1996, July 26, 1996, October 24, 1996, December 18, 1996 and February 7, 1997; and (g) soliciting materials of credit facilities currently Western Resources filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by ADT (File No. 0-16979) are incorporated herein by reference: (a) ADT's Annual Report on Form 10-K for the year ended December 31, 1995 (the "ADT 1995 Form 10-K"); (b) ADT's Proxy Statement for the 1996 Annual Meeting of ADT Shareholders, dated March 12, 1996; (c) ADT's Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) ADT's Preliminary Proxy Statement on Schedule 14A, dated March 4, 1997; (e) ADT's Current Reports on Form 8-K, dated June 28, 1996, July 11, 1996, July 16, 1996, September 19, 1996, October 1, 1996, October 23, 1996 and November 12, 1996; (f) ADT's Registration Statement on Form 8-A, dated November 12, 1996; and (g) soliciting materials of ADT filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by KCPL (File No. 1-707) are incorporated herein by reference: (a) KCPL's Annual Report on Form 10-K for the year ended December 31, 1995 (the "KCPL 1995 Form 10-K"); and (b) KCPL's Quarterly Reports on Form 10-Q for the periods ending March 31, 1996, June 30, 1996 and September 30, 1996. All documents filed by either Western Resources or ADT pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the ADT Special Meeting shall be deemed to be incorporated herein by reference and to be a part hereof from the date of such filing. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. While Western Resources has included information concerning ADT and KCPL insofar as it is known or reasonably available to Western Resources, neither ADT Operationsnor KCPL is affiliated with Western Resources and ADT has not to date permitted access by Western Resources to ADT's books and records for the purpose of preparing this Proxy Statement. Therefore, Inc.information concerning ADT which has not been made public was not available to Western Resources for the purpose of preparing this Proxy Statement. Although Western Resources has no knowledge that would indicate that statements relating to ADT or KCPL contained or incorporated by reference in this Proxy Statement in reliance upon publicly available information are inaccurate or incomplete, Western Resources was not involved in the preparation of such information and statements and, for the foregoing reasons, is not in a subsidiary of position to verify any such information or statements. WESTERN RESOURCES, INC. March 14, 1997 PARTNERS, INC. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (CALL COLLECT) OR ANNEX 1 RESOLUTIONS TO BE CONSIDERED AT THE ADT ("ADT Operations"),SPECIAL MEETING

Revocation of Proxies. An executed proxy may be revoked at any time prior to its exercise by submitting another proxy with a later date, by voting in person at the ADT Special Meeting or by sending a written, signed, dated revocation which clearly identifies the proxy being revoked to the Chairman of the ADT Special Meeting prior to the ADT Special Meeting or to the Secretary of ADT at the registered office of ADT at Cedar House▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Bermuda, so as to arrive before the ADT Special Meeting. Proxies may be revoked prior to the ADT Special Meeting by facsimile transmission addressed to the Chairman of the ADT Special Meeting at ( ) - , or to the Secretary of ADT at ( ) - . A revocation may be in any written form validly signed by the registered holder as long as it clearly states that the proxy previously given is no longer effective. Proxies for the ADT Special Meeting will be solicited by mail, telephone, telegraph, telex, telecopier, facsimile and advertisement advertisement, and in person. Certain information about the directors and executive officers of Western Resources and certain employees and other representatives of Western Resources who may also assist ▇▇▇▇▇▇▇▇▇ MacKenzie Partners, Inc. ("MacKenzie") in soliciting proxies is set forth in the attached Schedule A. Schedule B sets forth certain information relating to Shares owned by Western Resources and its affiliates and Western Resources' directors, executive officers, employees and other representatives and certain transactions between any of them and ADT. The entire expense of the Proxy Solicitation is being borne by Western Resources. Western Resources may seek reimbursement for such expenses from ADT, but does not expect that the question of such reimbursement will be submitted to a vote of ADT Shareholders. Costs related to the Proxy Solicitation include expenditures for attorneys, accountants, financial advisors, proxy solicitors, public relations advisors, printing, advertising, postage, litigation and related expenses and filing fees and are expected to aggregate approximately $ million. Election of the Western Resources Nominees and consummation of the Offer may, among other things, (i) result in acceleration of credit facilities currently available to ADT Operations, Inc., a subsidiary of ADT ("ADT Operations"),, (ii) enable the holders of certain debt instruments of ADT Operations to require the repurchase of their securities, and (iii) accelerate the date on which certain options outstanding under ADT's stock option plans become exercisable. Although Western Resources and Westar Capital do not believe that these events would materially and adversely impact the financial condition of ADT, the actual impact of such events cannot be presently ascertained and will depend, among other things, on interest rates and the future conditions in the credit markets. Western Resources has retained MacKenzie to act as Information Agent in connection with the Proxy Solicitation. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward Proxy Solicitation materials to beneficial owners of Shares. The Information Agent will be paid a customary fee of [$ ] for such services, plus reimbursement of out-of-pocket expenses, and Western Resources will indemnify the Information Agent against certain liabilities and expenses in connection with the Proxy Solicitation, including liabilities under federal securities laws. Salomon Brothers Inc ("Salomon"), Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇") and Chase Securities Inc. ("Chase") are acting as Dealer Managers (the "Dealer Managers") in connection with the Offer. Salomon is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services, and for assistance rendered by Salomon in connection with prior purchases of Shares by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Resources has agreed to pay Salomon aggregate fees up to a maximum of $5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). Bear ▇▇▇▇▇▇▇ is acting as financial advisor to Western Resources in connection with is effort to acquire ADT, for which services, and for assistance rendered by Bear ▇▇▇▇▇▇▇ in connection with prior purchases of Shares by Westar Capital, Western Resources has agreed to pay Bear ▇▇▇▇▇▇▇ aggregate fees up to a maximum of $4.3 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). Chase is acting as financial advisor to Western Resources in connection with its effort to acquire ADT, for which services Western Resources has agreed to pay Chase aggregate fees up to a maximum of $1.5 million (a substantial portion of which is contingent upon the consummation of an acquisition of 50% or more of the Shares of ADT or upon consummation of the Amalgamation). In addition to the compensation set forth above, Western Resources has agreed to reimburse the Dealer Managers for their reasonable travel and other out-of-pocket expenses. Western Resources has also agreed to reimburse each of the Financial Advisors for necessary and reasonable attorneys' fees incurred in connection with their engagement, and has agreed to indemnify each of the Dealer Managers and certain related persons and entities against certain liabilities and expenses in connection with the Dealer Managers' engagement, including certain liabilities under the federal securities laws. In connection with each of Salomon's, Bear ▇▇▇▇▇▇▇' and ▇▇▇▇▇'▇ engagement as Dealer Manager, Western Resources anticipates that certain employees of Salomon, Bear ▇▇▇▇▇▇▇ and Chase may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are ADT Shareholders for the purpose of assisting in the Proxy Solicitation. Neither Salomon, Bear ▇▇▇▇▇▇▇ nor Chase will receive any fee for or in connection with such solicitation activities by its employees apart from the fees it is otherwise entitled to receive as described above. In addition to the fees to be received by each of Salomon, Bear ▇▇▇▇▇▇▇ and Chase in connection with their engagement as Dealer Managers for the Offer, Salomon, Bear ▇▇▇▇▇▇▇ and Chase have in the past rendered various investment banking and financial advisory services for Western Resources for which they have received customary compensation. In particular, pursuant to a letter agreement dated September 5, 1995, as amended (the "Salomon KCPL Letter Agreement"), Salomon is providing certain financial advisory services to Western Resources in connection with the KCPL Offer. Under the terms of the Salomon KCPL Letter Agreement, Western Resources has agreed to pay Salomon for its financial advisory services (including services as Dealer Manager) in connection with the KCPL Offer, a financial advisory fee of (i) $400,000 upon execution of the Salomon KCPL Letter Agreement, (ii) $500,000 upon public announcement of the KCPL Offer, and (iii) up to an additional $6,000,000 (less amounts paid or payable described in (i) and (ii) above) upon Western Resources' acquisition of more than 20% of the outstanding KCPL Shares or upon the consummation of the KCPL Merger. Western Resources will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Dealer Managers) for soliciting proxies for the ADT Special Meeting. Brokers, dealers, commercial banks and trust companies will be reimbursed by Western Resources for customary mailing and handling expenses incurred by them in forwarding material to their customers. ABSENCE OF APPRAISAL RIGHTS ADT Shareholders do not have appraisal rights with respect to the Offer. However, pursuant to Section 106(6) of the Companies Act, a registered holder of Shares who does not vote in favor of the Amalgamation, if it is proposed and submitted to a vote of ADT Shareholders, and who is not satisfied that he or she has been offered fair value for his or her Shares, may, within one month of the giving of the notice of the general meeting of ADT Shareholders, apply to the Supreme Court of Bermuda (the "Bermuda Supreme Court") to have the fair value of such dissenting ADT Shareholder's Shares appraised by the Bermuda Supreme Court. Within one month of the Bermuda Supreme Court appraising the fair value of any Shares, Western Resources shall be entitled either to pay to the dissenting ADT Shareholder an amount equal to the value of his or her Shares as appraised by the Bermuda Supreme Court or to terminate the Amalgamation if the agreement with respect thereto so provides. The Bermuda Supreme Court has wide discretion to assess the value of shares in appraisal proceedings. The Bermuda Supreme Court would likely call on expert evidence and may assess the fair value based on (a) the market value (i.e., the quoted stock market price) of the Shares; (b) a valuation of the net assets of ADT; (c) the earnings or investment value method which would involve the capitalization of maintainable earnings; and/or (d) a combination of these methods. A beneficial owner of Shares who is not the registered holder may not assert appraisal rights. If the stock is owned in a fiduciary capacity, such as by a trustee, guardian or custodian, or by a nominee, the notice asserting appraisal rights must be executed by the fiduciary or nominee as the registered holder of the Shares. If the Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the notice must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notice for a registered shareholder; however, the agent must identify the registered holder, disclose the fact that, in executing the notice, he is acting as agent for the registered holder and provide evidence of his authority. The right of a dissenting shareholder to be paid the fair value of his or her Shares shall cease if the shareholder fails to comply with the procedures set forth in Section 106(6) of the Companies Act, or if the Amalgamation is abandoned for any reason. Western Resources presently intends to condition the Amalgamation upon, among other things, holders of not more than 5% of the outstanding Shares having perfected appraisal rights with respect to the Amalgamation. The foregoing does not purport to be a complete statement of the procedures to be followed by ADT Shareholders desiring to exercise appraisal rights and, in view of the fact that exercise of such rights requires adherence to the relevant provisions of the Companies Act and Bermuda law, shareholders who desire to exercise appraisal rights are advised to review with care all applicable provisions of law and to obtain legal counsel in Bermuda concerning proper compliance with applicable provisions of the Companies Act and Bermuda law. ADT Shareholders are urged to, and should, read Section 106 of the Companies Act, a copy of which is included herein as Schedule G. Proposals of ADT Shareholders intended to be presented at the 1997 Annual Meeting of ADT Shareholders must have been received at ADT's Corporate Secretary's Office on or before November 13, 1996 for consideration for inclusion in the proxy statement and form of proxy relating to such meeting. THIS PRELIMINARY PROXY STATEMENT INCORPORATES BY REFERENCE DOCUMENTS NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO CORPORATE SECRETARY, WESTERN RESOURCES, INC., ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. TELEPHONE REQUESTS MAY BE DIRECTED TO THE CORPORATE SECRETARY'S DEPARTMENT AT (▇▇▇) ▇▇▇-▇▇▇▇. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST FOR DOCUMENTS SHOULD BE SUBMITTED NOT LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE ADT SPECIAL MEETING. The following documents filed with the Commission by Western Resources (File No. 1-3523) are incorporated herein by reference: (a) Western Resources' Annual Report on Form 10-K for the year ended December 31, 1995 (the "Western Resources 1995 Form 10-K"); (b) the portions of Western Resources' Proxy Statement for the 1996 Annual Meeting of Shareholders, dated March 27, 1996, that have been incorporated by reference in the Western Resources 1995 Form 10-K; (c) Western Resources' Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) Western Resources' Registration Statement on Form S-4, dated February 25, 1997 (Registration No. 333-10897) and Western Resources' Preliminary Prospectus, dated February 25, 1997, included therein relating to the Offer; (e) Western Resources' Registration Statement on Form S-4, dated July 3, 1996 (Registration No. 333-02711), and Western Resources' Prospectus, dated July 3, 1996, included therein relating to the KCPL Offer; (f) Western Resources' Current Reports on Form 8-K, dated April 15, 1996, April 23, 1996, April 25, 1996, April 26, 1996, April 29, 1996, May 3, 1996, May 6, 1996, May 7, 1996, May 13, 1996, May 24, 1996, June 17, 1996, July 23, 1996, July 26, 1996, October 24, 1996, December 18, 1996 and February 7, 1997; and (g) soliciting materials of Western Resources filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by ADT (File No. 0-16979) are incorporated herein by reference: (a) ADT's Annual Report on Form 10-K for the year ended December 31, 1995 (the "ADT 1995 Form 10-K"); (b) ADT's Proxy Statement for the 1996 Annual Meeting of ADT Shareholders, dated March 12, 1996; (c) ADT's Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) ADT's Preliminary Proxy Statement on Schedule 14A, dated January 8, 1997; (e) ADT's Current Reports on Form 8-K, dated June 28, 1996, July 11, 1996, July 16, 1996, September 19, 1996, October 1, 1996, October 23, 1996 and November 12, 1996; (f) ADT's Registration Statement on Form 8-A, dated November 12, 1996; and (g) soliciting materials of ADT filed pursuant to Rule 14a-12 and Rule 14a-6 of the Exchange Act from December 18, 1996 through the date hereof. The following documents filed with the Commission by KCPL (File No. 1-707) are incorporated herein by reference: (a) KCPL's Annual Report on Form 10-K for the year ended December 31, 1995 (the "KCPL 1995 Form 10-K"); and (b) KCPL's Quarterly Reports on Form 10-Q for the periods ending March 31, 1996, June 30, 1996 and September 30, 1996. All documents filed by either Western Resources or ADT pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the ADT Special Meeting shall be deemed to be incorporated herein by reference and to be a part hereof from the date of such filing. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. While Western Resources has included information concerning ADT and KCPL insofar as it is known or reasonably available to Western Resources, neither ADT nor KCPL is affiliated with Western Resources and ADT has not to date permitted access by Western Resources to ADT's books and records for the purpose of preparing this Proxy Statement. Therefore, information concerning ADT which has not been made public was not available to Western Resources for the purpose of preparing this Proxy Statement. Although Western Resources has no knowledge that would indicate that statements relating to ADT or KCPL contained or inc