Exhibit 1
XXXXX CASH PLUS LIMITED PARTNERSHIP
January 29, 1997
Dear Unit Holder:
As you are by now aware, Krescent Partners L.L.C., a Delaware
limited liability company, and American Holdings I, L.P. a Delaware limited
partnership (together, the "Purchasers"), have made an offer (the "Krescent-AHI
Offer") to purchase Depositary Receipts representing limited partnership units
("Units") of Xxxxx Cash Plus Limited Partnership (the "Partnership") for $6.00
per Unit.
THE XXXXX CORPORATION, A GENERAL PARTNER OF THE PARTNERSHIP (A
"GENERAL PARTNER"), IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, HAS DETERMINED THAT
THE KRESCENT-AHI OFFER IS INADEQUATE AND NOT IN THE BEST INTERESTS OF THE UNIT
HOLDERS. THE GENERAL PARTNER RECOMMENDS THAT THE HOLDERS OF UNITS REJECT THE
KRESCENT-AHI OFFER AND NOT TENDER THEIR UNITS PURSUANT THERETO.
The General Partner reached this conclusion after considering a
number of factors, including, but not limited to, the following:
o THE PRICE PER UNIT OFFERED BY THE PURCHASER DOES NOT REFLECT
THE VALUE INHERENT IN THE UNITS. The price being offered by
the Purchaser is only 66.5% of the General Partner's estimate
of the Partnership's net asset value of $9.02 per Unit. Such
estimate was determined based on independent third party
appraisals of the Partnership's properties and taking into
account the other assets and liabilities of the Partnership.
(Such estimate does not necessarily reflect the amount which a
Unit holder would ultimately receive if the Partnership were
liquidated. For example, it does not take into account
transaction costs relating to the sale of the Partnership's
properties, which would reduce amounts available for
distribution. In addition, market conditions will affect the
amounts available for distribution.) Although Unit holders, in
exchange for receiving the certainty of a cash purchase price
from the Purchasers, may prefer to forego the opportunity to
hold their Units and receive proceeds upon the potential
future liquidation of the Partnership's assets in excess of
the amount
being offered by the Purchasers, the General Partner believes
that the price specified in the Krescent-AHI Offer reflects
too great a discount to value.
o AS STATED BY THE PURCHASERS IN THE KRESCENT-AHI OFFER, THE
PURCHASERS ARE MAKING THE KRESCENT-AHI OFFER WITH A VIEW TO
MAKING A PROFIT. Accordingly, there is a conflict of interest
between the Purchasers' desire to purchase the Units at a low
price and the Unit holders' desire to sell their Units at a
high price.
o UNIT HOLDERS WHO ACCEPT THE KRESCENT-AHI OFFER WILL NO LONGER
RECEIVE CASH DISTRIBUTIONS. The Partnership currently is
paying a quarterly cash distribution of $0.1375, or $0.55
annually, per Unit. Unit holders who sell their Units to the
Purchasers will lose their right to receive future quarterly
distributions from operations that are payable in respect of
Units. Furthermore, Unit holders who sell their Units to the
Purchasers will lose their right to future distributions from
future sales of Partnership properties.
Enclosed is a copy of the Partnership's Statement on Schedule 14D-9
which has been filed with the Securities and Exchange Commission and sets forth
the Partnership's response to the Krescent-AHI Offer. Limited partners are
advised to carefully read the Schedule 14D-9.
Please do not hesitate to call our Investor Communication
representatives at 0-000-000-0000 for assistance in any Partnership matter.
Sincerely yours,
Xxxxxxxx Xxxxxx
The Xxxxx Corporation, a General
Partner
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