1
$7.45 PER UNIT OFFER TO PURCHASE
To Unitholders in Xxxxx Cash Plus-II Limited Partnership:
KRESCENT PARTNERS L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY ("KRESCENT"), AND AMERICAN HOLDINGS I, L.P., A DELAWARE LIMITED
PARTNERSHIP ("AHI") (KRESCENT AND AHI ARE COLLECTIVELY REFERRED TO HEREIN AS
THE "PURCHASERS"), ARE OFFERING TO PURCHASE UP TO 1,536,630 OF THE OUTSTANDING
DEPOSITARY RECEIPTS REPRESENTING UNITS (AS DEFINED IN THE ENCLOSED OFFER TO
PURCHASE) IN XXXXX CASH-II PLUS LIMITED PARTNERSHIP (THE "PARTNERSHIP") FOR A
CASH PURCHASE PRICE OF $7.45 PER UNIT, NET TO THE SELLER, UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THE ATTACHED OFFER TO PURCHASE, DATED
FEBRUARY 20, 1997, AND THE RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER
CONSTITUTE THE "OFFER").
Unless extended by the Purchasers, the Offer is effective
until midnight, New York City time, on March 20, 1997. The Offer is not
conditioned upon any minimum number of Units being tendered; however, tenders
of less than 100 Units or tenders of less than all Units owned by a Unitholder
that would result in such Unitholder holding less than 250 Units (100 Units in
the case of tax-exempt entities) will not be accepted.
The materials included in this package include important
information concerning the Purchasers, the terms and conditions to the Offer,
tax implications and instructions for tendering your Units. It is important
that you take some time to read carefully the enclosed Offer to Purchase, the
Letter of Transmittal and other accompanying materials in order to evaluate the
Offer being made by the Purchasers.
In reviewing the Offer, please note:
o Offer is a Premium to the per Unit Secondary Market Price.
$7.15 per Unit was the weighted average selling
price for Units in the limited secondary market for
the six months ended November 30, 1996. Unitholders
are advised, however, that such amount is not
necessarily indicative of value.
o No Commissions and No Transfer Fees.
The Purchasers will pay any transfer fees charged by
the Partnership in connection with transferring the
ownership of your Units pursuant to the Offer and
commissions in connection with tendering your Units
pursuant to the Offer.
o No More K-1 Reporting Costs if You Sell All of Your Units.
If you sell all of your Units you will avoid the
expense, delay, and complications in filing complex
tax returns which result from an ownership of Units.
o Although the Purchasers cannot predict the future value of
the Partnership's assets on a per Unit basis, the Purchase
Price offered could differ significantly from the net
proceeds that would be realized from a current sale of the
properties owned by the Partnership (the "Properties") or
that may be realized upon a future liquidation of the
Partnership.
o The Purchasers are making the Offer with a view to making a
profit. Accordingly, there may be a conflict between their
desire to acquire the Units at a low price and your desire to
sell your Units at a high price. The Purchase Price of $7.45
is approximately 77% and 79%, respectively, of Xxxxxxxx's and
AHI's respective estimates of the liquidation value of the
Partnership's assets on a per Unit basis of approximately
$9.67 and $9.48 assuming such assets were sold today.
o If the Purchasers are successful in acquiring a significant
number of Units as a result of the Offer, each could,
following the Standstill Expiration Date (as defined in the
Offer), be in a position to significantly influence all
Partnership decisions on which Unitholders may vote,
including decisions regarding removal of any General Partner,
merger, sales of assets and liquidation of the Partnership.
2
You must decide whether to tender your Units based on your
own particular circumstances, including your judgment of the value of your
Units taking into account their upside potential and risks. You should consult
with your advisors about the financial, tax, legal and other implications to
you of accepting the Offer.
If you desire additional information regarding the Offer or
need assistance in tendering your Units, you may call The Xxxxxx Group, Inc.,
which is acting as Information Agent/Depositary for the Offer, at (800)
738-5516. Informed and courteous agents are available to assist you.
THE XXXXXX GROUP, INC.
0000 Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000 or (000) 000-0000
For information call 0-000-000-0000
February 20, 1997 KRESCENT PARTNERS L.L.C.
AMERICAN HOLDINGS I, L.P.
