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UTILICORP UNITED INC.
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[Logo]
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...
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90 Percent Minimum Tender Western won't close unless they get 90%
tendered, an extremely difficult
condition in any hostile exchange.
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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.
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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.
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...Which Are Further Compounded by Regulatory Hurdles
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Missouri Anti-Takeover Statutes Western has set as its own 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.
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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.
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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.
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In examining these hurdles and conditions, it is clear to us that Western's
hostile bid is NEITHER CREDIBLE NOR ACHIEVABLE.
