Common use of PROCEDURE FOR TENDERING SHARES Clause in Contracts

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder to validly tender Shares pursuant to the Offer, (i) a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, or an Agent's Message (as defined herein) in connection with a book-entry transfer, and any other required documents, must be transmitted to and received by the Exchange Agent at one of its addresses set forth on the back cover of this Prospectus and either certificates for tendered Shares must be received by the Exchange Agent at such address or such Shares must be tendered pursuant to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (and a confirmation of receipt of such tender received), in each case, prior to the Expiration Date, or (ii) such KPCL Shareholder must comply with the guaranteed delivery procedure set forth under "The Offer--Procedure for Tendering." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the Merger." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For Stockholders may tender some or all of their Shares by delivering or mailing a KCPL Shareholder Letter of Transmittal or facsimile thereof (together with certificates and other required documents) to validly the Depositary at the appropriate address set forth at the end of this Repurchase Offer or by following the procedures for book-entry delivery set forth below (and causing a confirmation of receipt of such delivery to be received by the Depositary). In lieu of the foregoing, tendering Stockholders can comply with the guaranteed delivery procedures set forth below. To tender Shares pursuant to properly, the Offercertificates for Shares, (i) together with a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof) and any other documents required by the Letter of Transmittal, must be received prior to the Repurchase Request Deadline by the Depositary at the appropriate address set forth at the end of this Repurchase Offer, except as otherwise provided below in this Section. Letters of Transmittal and certificates representing tendered Shares should NOT be sent or delivered directly to the Fund. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. Signatures on all Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States (each being hereinafter referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If the certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to a person other than the registered owner of the certificates surrendered, then the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed as aforesaid. See Instruction 6 of the Letter of Transmittal. The Fund's transfer agent holds Shares in uncertificated form for certain Stockholders pursuant to the Fund's dividend reinvestment plan. Stockholders may tender all such uncertificated Shares by completing the appropriate section in the Letter of Transmittal or Notice of Guaranteed Delivery. There may be tax consequences to a tendering Stockholder who tenders less than all Shares he or she owns. See Section 13, "Federal Income Tax Consequences," below. The Depositary will establish accounts with respect to the Shares at the Depository Trust Company ("DTC") for purposes of the Repurchase Offer within two business days after the date of this Offer to Repurchase. Any financial institution that is a participant in DTC's system may make delivery of tendered Shares by causing DTC to transfer such Shares into the Depositary's account in accordance with DTC's procedure for such transfer. However, although delivery of Shares may be effected through transfer into the Depositary's account at DTC, the Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or an Agent's Message (as defined herein) in connection with a book-entry transfer, guarantee and any other required documents, must must, in any case, be transmitted to and received by the Exchange Agent Depositary at one of its addresses the appropriate address set forth on at the back cover end of this Prospectus and either certificates for tendered Shares must be received by Repurchase Offer before the Exchange Agent at such address or such Shares must be tendered pursuant to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (and a confirmation of receipt of such tender received), in each case, prior to the Expiration DateRepurchase Request Deadline, or (ii) such KPCL Shareholder the tendering Stockholder must comply with the guaranteed delivery procedure set forth under "The Offer--Procedure for Tendering." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENTdescribed below. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions Delivery of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel documents to Western Resources, which opinions are based upon certain assumptions made DTC in accordance with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant DTC's procedures does not constitute delivery to the Offer and the Merger will be treated Depositary. If certificates for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed not immediately available or time will not permit the Letter of Transmittal and principally traded on other required documents to reach the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the Merger." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately Depositary prior to the MergerRepurchase Request Deadline, exclusive of any element of value arising from the expectation or accomplishment Shares may nevertheless be tendered provided that all of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock following conditions are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."satisfied:

PROCEDURE FOR TENDERING SHARES. Valid Tender. For a KCPL Shareholder shareholder validly to validly tender Shares pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guaranteesguarantees (or, or in the case of a book-entry transfer, an Agent's Message (as defined hereinbelow)) in connection with a book-entry transfer, and any other documents required documentsby the Letter of Transmittal, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase and either certificates for tendered Shares must be received by the Exchange Agent Depositary at one of such address addresses or such Shares must be tendered delivered pursuant to the procedures procedure for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receivedBook- Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering shareholder must comply with the guaranteed delivery procedure set forth under below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company and the Midwest Securities Trust Company (the "Book- Entry Transfer Facilities") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the Book-Entry Transfer Facilities' systems may make book-entry delivery of Shares by causing a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or an Agent's Message) and any other required documents, must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedure described below. The Offer--Procedure for Tendering." THE METHOD OF confirmation of a book-entry transfer of Shares into the Depositary's account at a Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation". DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY, IS AT 'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerDEPOSITARY." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. VALID TENDER. For a KCPL Shareholder Shares to be validly tender Shares tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined herein) in connection with a book-entry transferbelow), and any other required documents, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Exchange Agent Depositary at one of such address addresses or such Shares must be tendered delivered pursuant to the procedures for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receivedBook-Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering shareholder must comply with the guaranteed delivery procedure procedures set forth under below. The Depositary will establish accounts with respect to the Shares at Cede & Co. Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The Offer--Procedure for Tenderingconfirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY, IS AT 'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerDEPOSITARY." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder Valid Tender. Except as set forth below, for Shares to be validly tender Shares tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or manually executed a facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined herein) in connection with a book-entry transferbelow), and any other required documents, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Exchange Agent Depositary at one of such address addresses or such Shares must be tendered delivered pursuant to the procedures for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receivedBook-Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering stockholder must comply with the guaranteed delivery procedure procedures set forth under "The Offer--Procedure for Tendering." below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION ELECTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY STOCKHOLDER. SHARES WILL BE DEEMED MADE DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENTDEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the Merger." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. VALID TENDER For a KCPL Shareholder shares to be validly tender Shares tendered pursuant to the Offer, (i) offer: - either a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, or an Agent's Message (as defined herein) or, in connection with the case of a book-entry transfer, an agent's message, as described below, and any other required documents, must be transmitted to and received by the Exchange Agent Registrar and Transfer Company, as depositary, at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase prior to the expiration date; and - either certificates for tendered Shares shares must be received by the Exchange Agent depositary at one of such address addresses or such Shares the shares must be tendered delivered pursuant to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (transfer described below, and a book-entry confirmation of receipt of such tender received)received by the depositary, in each case, prior to the Expiration Date, expiration date or (ii) such KPCL Shareholder the tendering stockholder must comply with the guaranteed delivery procedure procedures set forth under "below. Registrar and Transfer Company will establish an account with respect to the shares at The Offer--Procedure Depository Trust Company, referred to as the book-entry transfer facility, for Tendering." THE METHOD OF purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY, IS AT 'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerDEPOSITARY." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder to validly VALID TENDER. To tender Shares pursuant to the Offer, either (ia) a properly completed and duly executed Letter of Transmittal (or manually executed a facsimile thereof) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, certificates for the Shares to be tendered and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, (b) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary which confirmation must include an Agent's Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittal, prior to the Expiration Date, or (c) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term "AGENT'S MESSAGE" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares, which are the subject of such Book-Entry Confirmation, that such participant has received and will be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two Business Days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make a book-entry transfer of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined herein) in connection with a book-entry transferlieu of the Letter of Transmittal, and any other required documents, must must, in any case, be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus and either certificates for tendered Shares must be received Offer to Purchase by the Exchange Agent at such address or such Shares must be tendered pursuant to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (and a confirmation of receipt of such tender received), in each case, prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering stockholder must comply with the guaranteed delivery procedure procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "BOOK-ENTRY CONFIRMATION." The Letter of Transmittal, and any other documents required therein, must be transmitted to and received by the Depositary at one of the addresses set forth under "The Offer--Procedure for Tendering." THE METHOD OF on the back cover of this Offer to Purchase. DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEES AND STOCK POWERS. Except as otherwise provided below, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERall signatures on a Letter of Transmittal must be guaranteed by a financial institution that is a member of the New York Stock Exchange Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (an "ELIGIBLE INSTITUTION"). Most commercial banks, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENTsavings and loans associations and brokerage houses are Eligible Institutions. IF DELIVERY IS BY MAILSignatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered holder (which term, REGISTERED MAIL WITH RETURN RECEIPT REQUESTEDfor purposes of this section, PROPERLY INSUREDincludes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, IS RECOMMENDED. IN ALL CASESor if payment is to be made or certificates for Shares not tendered or not accepted for payment or are to be returned to a person other than the registered holder of the certificates surrendered, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In then the opinions tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of Xxxxxxxx & Xxxxxxxx and LeBoeufthe registered holders or owners appear on the certificates, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to signatures on the Offer certificates or stock powers guaranteed as described above. See Instructions 1 and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning 5 of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result Letter of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerTransmittal." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder VALID TENDERS. Except as set forth below, for Shares to be validly tender Shares tendered pursuant to the Offer, (i) a properly completed and duly executed Letter of Transmittal (or a manually executed signed facsimile thereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure set forth below. In addition, either (i) certificates representing such Shares must be received by the Depositary along with the Letter of Transmittal or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the guaranteed delivery procedure set forth below must be complied with. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for transfer. Although delivery of Shares may be effected through book-entry at the Book-Entry Transfer Facility prior to the Expiration Date, (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined herein) in connection with a book-entry transfer, and any other required documents, must must, in any case, be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus and either certificates for tendered Shares must be received by the Exchange Agent at such address or such Shares must be tendered pursuant Offer to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (and a confirmation of receipt of such tender received), in each case, Purchase prior to the Expiration Date, Date or (ii) such KPCL Shareholder must comply with the guaranteed delivery procedure set forth under "The Offer--Procedure for Tendering." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENTprocedures described below must be complied with. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDEDSIGNATURE GUARANTEE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In No signature guarantee is required on the opinions Letter of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions Transmittal in cases where Shares are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by tendered (i) Western Resources or KCPL as by a result registered holder of Shares who has not completed either the Offer box labeled "Special Delivery Instructions" or the Merger box labeled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of any Eligible Institution (as defined below). In all other cases, signatures on the Letter of Transmittal must be guaranteed by a holder member in good standing of the Securities Transfer Agents Medallion Program, or by any other bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution" and, collectively, as "Eligible Institutions"). See Instructions 1 and 5 of the Letter of Transmittal. If the certificates evidencing Shares upon the exchange are registered in the Offer name of a person or persons other than the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary signer of the federal income tax consequences Letter of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged Transmittal, or if payment is to consult with their own tax advisors as to the federalbe made, stateor delivered to, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market or certificates for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The unpurchased Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the Merger." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCLissued or returned to, a KCPL Shareholder mayperson other than the registered owner or owners, by following then the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."tendered certificates must be

PROCEDURE FOR TENDERING SHARES. Valid Tender. For a KCPL Shareholder Shares to be validly tender Shares tendered pursuant to the Offer, (i) a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. In addition, either (as defined hereini) certificates for tendered Shares must be received by the Depositary along with the Letter of Transmittal at one of such addresses or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below (and a Book-Entry Confirmation received by the Depositary), in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedure set forth below. Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at each Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the Book-Entry Transfer Facilities' systems may make book-entry delivery of Shares by causing a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents, must must, in any case, be transmitted to to, and received by by, the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus and either certificates for tendered Shares must be received by the Exchange Agent at such address or such Shares must be tendered pursuant Offer to the procedures for book-entry tender set forth under "The Offer--Procedure for Tendering" (and a confirmation of receipt of such tender received), in each case, Purchase prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering stockholder must comply with the guaranteed delivery procedure set forth under "The Offer--Procedure for Tendering." described below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARE CERTIFICATES SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION ELECTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY STOCKHOLDER. SHARES WILL BE DEEMED MADE DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENTDEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax ConsequencesSignature Guarantees. In No signature guarantee is required on the opinions Letter of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by Transmittal if (i) Western Resources or KCPL as a result the Letter of Transmittal is signed by the registered holder of Shares (which term, for purposes of this Section, includes any participant in any of the Offer Book-Entry Transfer Facilities Systems whose name appears on a security position listing as the owner of the Shares) tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the Merger box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc. (an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be issued to a person other than the registered holder of Shares upon the exchange certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the Offer name or names of the Merger of such Shares solely for Western Resources Common Stockregistered holders or owners appear on the certificates, except with respect the signatures on the certificates or stock powers guaranteed as described above. See Instruction 5 to the receipt Letter of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerTransmittal." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. VALID TENDER. For a KCPL Shareholder shareholder validly to validly tender Shares (including Option Shares) pursuant to the Offer, either (ia) a properly completed and duly executed Letter of Transmittal (or manually executed a facsimile thereof), together with any required signature guarantees, or an Agent's Message (as defined herein) in connection with a book-entry transfer, guarantees and any other required documents, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus and Offer to Purchase prior to the Expiration Date and, except in the case of Option Shares, either certificates for tendered Shares must be received by the Exchange Agent Depositary at one of such address addresses or such Shares must be tendered delivered pursuant to the procedures for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receiveddelivery, including an Agent's Message (as defined below), must be received by the Depositary), in each case prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish accounts with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the Book- Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book- entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents, must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or (ii) such KPCL Shareholder the tendering shareholder must comply with the guaranteed delivery procedure set forth under procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "The Offer--Procedure for TenderingBook-Entry Confirmation." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOKDelivery of documents to the Book-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made Entry Transfer Facility in accordance with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant Book-Entry Transfer Facility's procedures does not constitute delivery to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerDepositary." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder Except as set forth below, in order for Shares to be validly tender Shares tendered pursuant to the Offer, (i) a properly completed and duly executed the Letter of Transmittal (or manually executed a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined hereinhereinafter defined) in connection with a book-entry transfertransfer of Shares, and any other documents required documentsby the Letter of Transmittal, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase on or prior to the Expiration Date, and either (i) certificates for representing tendered Shares must be received by the Exchange Agent at such address Depositary, or such Shares must be tendered pursuant to the procedures procedure for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receiveddelivery must be received by the Depositary), in each case, case on or prior to the Expiration Date, or (ii) such KPCL Shareholder must comply with the guaranteed delivery procedure procedures set forth under "The Offer--Procedure for Tendering." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSbelow must be complied with. No alternative, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger conditional or contingent tenders will be treated for federal income tax purposes as exchanges pursuant to a plan accepted. SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of reorganization within the meaning of the Code, and no gain or loss will be recognized by Transmittal (i) Western Resources or KCPL as a result if such Letter of Transmittal is signed by the registered holder of the Offer Shares tendered therewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the Merger box entitled "Special Payment Instructions" in the Letter of Transmittal, or (ii) if Shares are tendered for the account of a holder firm that is a member in good standing of the Security Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares upon the exchange is registered in the Offer or name of a person other than the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary signatory of the federal income tax consequences Letter of Transmittal (or a facsimile thereof), or if payment is to be made, or Shares not accepted for payment or not tendered are to be returned to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name(s) of the Offer and registered holder(s) appears on the Merger under "The Offer--Certain Federal Income Tax Consequences" and certificate, with the signature(s) on the certificate or stock power guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are urged to consult with their own tax advisors as to the federalsigned or any certificate is endorsed by trustees, stateexecutors, local and foreign tax consequences administrators, guardians, attorneys-in-fact, officers of corporations or others acting in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly a fiduciary or representative capacity, such persons should so indicate when signing and, depending upon the number unless waived by Purchaser, proper evidence satisfactory to Purchaser of Shares their authority so purchased, could adversely affect the liquidity and market value to act must be submitted. See Instruction 5 of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number Letter of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerTransmittal." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. For a KCPL Shareholder Except as set forth below, in order for Shares to be validly tender Shares tendered pursuant to the Offer, (i) a properly completed and duly executed the Letter of Transmittal (or manually executed a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined hereinhereinafter defined) in connection with a book-entry transfertransfer of Shares, and any other documents required documentsby the Letter of Transmittal, must be transmitted to and received by the Exchange Agent Depositary at one of its addresses set forth on the back cover of this Prospectus Offer to Purchase on or prior to the Expiration Date, and either (i) certificates for representing tendered Shares must be received by the Exchange Agent at such address Depositary, or such Shares must be tendered pursuant to the procedures procedure for book-entry tender transfer set forth under "The Offer--Procedure for Tendering" below (and a confirmation of receipt of such tender receiveddelivery must be received by the Depositary), in each case, case on or prior to the Expiration Date, ; or (ii) such KPCL Shareholder must comply with the guaranteed delivery procedure procedures set forth under "The Offer--Procedure for Tendering." THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSbelow must be complied with. No alternative, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger conditional or contingent tenders will be treated for federal income tax purposes as exchanges pursuant to a plan accepted. Signature Guarantees. No signature guarantee is required on the Letter of reorganization within the meaning of the Code, and no gain or loss will be recognized by Transmittal (i) Western Resources or KCPL as a result if such Letter of Transmittal is signed by the registered holder of the Offer Shares tendered therewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the Merger box entitled "Special Payment Instructions" in the Letter of Transmittal; or (ii) if Shares are tendered for the account of a holder firm that is a member in good standing of the Security Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares upon the exchange is registered in the Offer name of a person other than the signer of the Letter of Transmittal (or a facsimile thereof), or if payment is to be made, or Shares not accepted for payment or not tendered are to be returned to a person other than the Merger registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate, with the signature(s) on the certificate or stock power guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are signed or any certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such Shares solely for Western Resources Common Stockpersons should so indicate when signing and, except with respect unless waived by the Purchaser, proper evidence satisfactory to the receipt Purchaser of cash in lieu of fractional shares of Western Resources Common Stocktheir authority so to act must be submitted. All Shareholders should carefully read the summary See Instruction 5 of the federal income tax consequences Letter of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the MergerTransmittal." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."