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EXHIBIT 99.7
LAVRA, INC.
000 XXXXXXX XXXXXX, XXXXX X-0
XXXXX XXXX, XX 00000
January 16, 1997
Dear Fellow Unitholder:
As you know, on December 23, 1996, LAVRA, Inc. ("LAVRA"), a wholly
owned subsidiary of ARV Assisted Living, Inc. ("ARV"), offered to purchase (the
"Offer") any and all units ("Units") in Senior Income Fund, L.P., for cash, at a
purchase price of $5.90 per Unit less the amount of distributions per Unit, if
any, announced or paid by the Partnership from the date of the Offer. The
Purchase Price of $5.90 per Unit is equal to the amount paid to Unitholders that
validly tendered Units to the Purchaser during LAVRA's prior offer of $6.50 per
Unit ("Prior Offer") after giving effect to a special distribution of $0.60 per
Unit made by the Partnership in December, 1996.
We also want you to know that the General Partner continues to go to
great lengths to squash XXXXX's Offer while depleting Partnership resources to
protect its own interests. Indeed, in its letter to Unitholders dated January 6,
1997, the General Partner continues its self-serving practice of creating the
misimpression that its actions have created value for Unitholders. WE BELIEVE
THAT THE GENERAL PARTNER VIEWS XXXXX'S OFFER AS A THREAT TO ITS CONTROL OF THE
PARTNERSHIP AND THE PROFITS IT MAY DERIVE.
YOU DECIDE FOR YOURSELF - LET'S COMPARE
LAVRA GENERAL PARTNER
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Could be more than $5.90?
THE CHOICE $5.90 Cash (less any distributions) Could be less than $5.90?
May NOT EVER happen?
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No Transfer Fees Fees to real estate broker(s).
COSTS INVOLVED No Commissions Fees to the General Partner.
Please deduct from above.
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Payment will be made as soon as May happen in 6 months?
TIMING practicable after January 31, 1997. May happen in 1 year?
May NOT EVER happen?
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If the sale of properties ever
actually occurs, holders can
END RESULT Holders who tender can reinvest reinvest whenever they actually
proceeds in more liquid investments. receive funds. OR The General
Partner is allowed to continue
with its current practices.
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NOW WITH THE UNABRIDGED INFORMATION LAID OUT IN BLACK AND WHITE, WE BELIEVE
THERE IS ONLY ONE LOGICAL CHOICE - THE RISK FREE OFFER OF $5.90 PER UNIT BY
LAVRA.
In its correspondence to you, the General Partner states that it has
already received an offer to purchase the Partnership's properties. Here again,
however, the General Partner says there is UNCERTAINTY that the offer
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will ever result in a sale. The General Partner then speculates that if this
offer ever results in a sale, the result will be more cash than XXXXX's offer.
Should any holders care to join the General Partner's guessing game, they should
ask: Is this more cash before, or after, the General Partner takes its fees and
pays fees to a real estate broker? Is there more cash before one accounts for
the earnings the Unitholder could have made on the cash they would have
received, with 100% certainty, upon acceptance of XXXXX's offer?
XXXXX and ARV do not apologize for saying they want to manage the
Partnership's properties. The General Partner claims to feel that the chance to
earn fees motivates this. Ask yourself whether an experienced operator who has a
financial stake in long-term gain on the properties won't be more motivated to
run them well than a General Partner who stands to make significant fees upon
the sale of the properties.
THE GENERAL PARTNER HAS SQUANDERED PARTNERSHIP RESOURCES ON UNNECESSARY
LITIGATION. It has spent the Partnership's money (that is to say, your money) on
litigation to prevent LAVRA from communicating directly with you. Ask yourself
whether the General Partner has acted in your interest in so strenuously
fighting to prevent XXXXX from obtaining the list of the names and addresses of
Unitholders - a list which LAVRA is entitled to receive under Delaware law!
PLEASE DON'T FORGET THE FOLLOWING!
- LAVRA's Offer of $5.90 per Unit represents the highest price for your
Units now available.
- The General Partner is under no obligation to sell a single property.
- According to the General Partner, XXXXX's Offer is well within its own
estimated net asset value range.
- Cash distributions have been poor and the Partnership has performed
below the General Partner's original expectations.
- The Purchase Price represents a significant premium over the prices at
which Units changed hands before XXXXX's involvement.
- LAVRA's Offer provides Unitholders with liquidity and reduced risk.
IN CLOSING, WE HOPE THAT YOU WILL CONSIDER ALL THE INFORMATION AND NOT
JUST THE GENERAL PARTNER'S HALF TRUTHS AND MISREPRESENTATIONS. PLEASE REMEMBER,
THE GENERAL PARTNER HAS GONE TO GREAT LENGTHS TO SQUASH XXXXX'S OFFER, WHILE AT
THE SAME TIME WASTING PARTNERSHIP RESOURCES TO PROTECT ITS OWN ECONOMIC
INTERESTS.
We want to thank those Unitholders who have tendered to us. We are very
encouraged by the positive response we continue to receive to our offers. For
the many of you who have expressed interest in our Offer, please remember that
the LAVRA Offer is currently scheduled to expire at 12:00 midnight, New York
City time, on Friday, January 31, 1997. IF YOU HAVE NOT YET TENDERED WE STRONGLY
URGE YOU TO TAKE ADVANTAGE OF OUR OFFER. There was some delay in mailing checks
from XXXXX's prior offer because the Partnership did not verify the ownership of
units as fast as we wanted. Please fill out your letter of transmittal
accurately to reduce the chance this will happen again.
If you have any questions concerning XXXXX's Offer or this letter, we
encourage you to call our information agent, Beacon Hill Partners at (800)
854-9486.
LAVRA, INC.
/s/
Xxxx X. Xxxxxxxx, President and CEO
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Unitholders are encouraged to read in its entirety the Offer to Purchase
dated December 23, 1996 for more information. Unitholders desiring more
information or an additional Letter of Transmittal can contact the
Information Agent:
Beacon Hill Partners
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
The offer expires at 12:00 Midnight, New York City time, on Friday,
January 31, 1997, unless the Purchaser in its sole discretion extends the
period of time during which the Offer is open. As described in the Offer, the
Purchaser has expressly reserved the right to extend the period of time during
which the Offer is open for any reason, by giving oral or written notice of the
extension to the Depositary prior to the scheduled expiration time. Any
extension will be followed as promptly as practicable by a press release or
public announcement made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.
