Exhibit 99.2
G&L REALTY CORP.
August 17, 2001
VIA FACSIMILE (000)000-0000
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Xx. Xxxx Xxxxxxx
Xx. Xxxxx Xxxxxxxxx
Xx. Xxx Xxxxx
Xx. Xxxx Xxxxxxxx
c/o Xxxxx X. Xxxxxxxx, Esquire
Resch, Polster, Xxxxxx & Xxxxxx, LLP
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Re: Proposal to Purchase G & L Realty Corp.
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Gentlemen:
The Special Committee (the "Committee") of the Board of Directors of G
& L Realty Corp. (the "Company") is in receipt of your proposal, dated June 5,
2001, as amended by your letters dated June 22, 2001, July 6, 30, 2001 (the
"WGFK Proposal"), and has determined after extensive discussions and due
diligence that it is unable to recommend to the Board of Directors that it
proceed with the transaction outlined in your proposal.
In its letter to you dated July 19, 2001, the Committee expressed its
concerns as to whether there is a reasonable possibility that an acquisition by
you of a minimum of 50.1% of the outstanding common stock of the Company could
be consummated in light of the fact that Messrs. Xxxxxxxx and Xxxxxxxx had
indicated to the Committee that (i) they would not support your proposal and
(ii) a small number of stockholders of the Company had informed them that they
would not support your acquisition of control of the Company. Unfortunately,
your proposal does not address these concerns. Further, we have been advised by
your counsel that you are not prepared to reimburse the Company for the losses
it would incur as a result of your failure to obtain the vote of 50.1% of the
Company's outstanding common stock to approve a merger or 50.1% of the Company's
outstanding common stock in a tender offer.
The Committee did not reach this decision lightly and is mindful of
the material difference between the price being offered by you and the
consideration which would be paid for the Company's common stock pursuant to the
Agreement and Plan of Merger, dated as of May
Xx. Xxxx Xxxxxxx, et al.
August 17, 2001
Page 2
10, 2001 (the "Merger Agreement"), between the Company and G & L Acquisition,
LLC (the "Acquiror"). The Committee was able to secure a waiver from the
Acquiror with respect to the restrictions on solicitation set forth in the
Merger Agreement for the purpose of inviting an offer from you, pursuant to
which you would bear the economic risk of your potential failure to obtain the
requisite vote or share ownership. As you have elected not to accept the
proposal made by the Committee under the protection of that waiver, the
Committee is not in a position to negotiate further with you.
The Committee, of course, remains open, as contemplated in the Merger
Agreement, to any new offers from you, or from any other third party which would
afford the Company's stockholders the opportunity to receive a higher price for
their common stock without subjecting them to the potential financial burden of
a failed transaction and the loss of the value for their stock.
Very truly yours,
THE SPECIAL COMMITTEE OF THE
BOARD OF DIRECTORS OF G & L
REALTY CORP.
By: /s/ S. Xxxxx Xxxxxxxx,
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S. Xxxxx Xxxxxxxx, Chairman