Exhibit 1
XXXXX CASH PLUS-II LIMITED PARTNERSHIP
February 25, 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 "Offer") to
purchase Depositary Receipts representing limited partnership units ("Units") of
Xxxxx Cash Plus-II Limited Partnership (the "Partnership") for $7.45 per Unit.
The purchase price being offered by the Purchasers is 25% less than
the inherent value of the Units currently estimated by The Xxxxx Corporation, a
General Partner of the Partnership (a "General Partner"). However, the Offer
provides Unit holders with the immediate opportunity to liquidate their
investment in the Partnership. Certain Unit holders may find that such a
discount is acceptable when weighed against their desire to receive the
certainty of an immediate cash purchase price in exchange for their Units. Other
Unit holders who do not desire immediate cash, however, may prefer to continue
to retain their investment in the Partnership and potentially receive a higher
value for their Units upon the future liquidation of the Partnership's assets.
Because of differing motivations that Unit holders may have, the General Partner
is not making a recommendation and is remaining neutral with respect to the
Offer.
Although the General Partner is not making a recommendation with
respect to the Offer, the General Partner believes that Unit holders should
consider the following factors in making their own decision of whether to accept
or reject the Offer:
o THE PRICE PER UNIT OFFERED BY THE PURCHASERS DOES NOT REFLECT THE
VALUE INHERENT IN THE UNITS. The price being offered by the
Purchasers of $7.45 per Unit represents a 25% discount from the
General Partner's estimate of $9.92 per Unit. Such estimate was
largely determined based on independent third party preliminary
appraisals 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.) While the General Partner believes its estimate of
the net asset value of a Unit is representative of current value,
there can be no assurance that the actual value of a Unit is not
greater or less than such estimate or that such estimate may not
increase or decrease in the future. The General Partner believes
that the market recovery that has had a
positive impact on other real estate sectors has not yet affected
the retail sector to the same extent and that, given current market
trends, it may be that the values of the Partnership's properties
will be greater in the future. However, there can be no assurance
that such will be the case. Unit holders should note that the
General Partner's estimate of net asset value per Unit has fallen in
each of the last two years.
o UNIT HOLDERS WHO ACCEPT THE OFFER WILL NO LONGER RECEIVE CASH
DISTRIBUTIONS. Effective as of May 15, 1997, the Partnership has
increased its quarterly cash distribution to $0.25, or $1.00
annually, per 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 the right
to future distributions from future sales of Partnership properties.
o THE OFFER WILL PROVIDE UNIT HOLDERS WITH AN IMMEDIATE OPPORTUNITY TO
LIQUIDATE THEIR INVESTMENT IN THE PARTNERSHIP.
o ACCEPTANCE OF THE OFFER WILL CONSTITUTE A TAXABLE EVENT TO UNIT
HOLDERS. Unit holders are urged to consult with their personal tax
and legal advisors prior to accepting the Offer and tendering their
Units.
o AS STATED BY THE PURCHASERS IN THE OFFER, THE PURCHASERS ARE MAKING
THE 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 a Unit holder's desire to sell its Units at
a high price.
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 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, President
The Xxxxx Corporation, a General
Partner
