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EXHIBIT 99.1
August 4, 1997
Xxxxxxx Management Company, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Gentlemen:
This letter sets forth the terms upon which The Restaurant Company ("TRC")
proposes to acquire the limited partnership interests ("Units") of Xxxxxxx
Family Restaurants, L.P. ("PFR") that are owned by public unitholders.
TRC proposes that the Units be acquired through an all cash merger in
which the public unitholders would receive $13.00 per Unit. The proposed price
represents a premium of approximately 20% over the closing price per Unit on
August 1, 1997 of PFR's Units.
TRC proposes that the merger be conditioned on an affirmative vote of the
holders of a majority of the publicly held Units voting on the merger and the
receipt of an opinion from an investment banking firm that the transaction is
fair from a financial point of view.
This proposal is subject to TRC's obtaining adequate financing for the
purchase price on terms acceptable to TRC and to the execution of a mutually
acceptable definitive agreement.
We are prepared to execute definitive documents as soon as possible and
complete the transaction before the end of the year.
Very truly yours,
THE RESTAURANT COMPANY
By: _______________________________
Xxxxxx X. Xxxxx
Chairman of the Board &
Chief Executive Officer
