SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MAUNA LOA MACADAMIA PARTNERS, L.P.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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MAUNA LOA MACADAMIA PARTNERS, L.P.
SUPPLEMENTAL QUESTIONS AND ANSWERS:
1. CAN WE SECURE COPIES OF THE PROJECTIONS MENTIONED IN THE PROXY STATEMENT?
No. These projections were prepared for internal use only.
2. WHY CAN'T WE GET THEM?
It is difficult to predict future results accurately. Results for a land
company can vary widely as a result of timing differences and the economy.
Agricultural operations are affected by nature and competition.
3. WILL MAUNA LOA DECLARE A SECOND-QUARTER DIVIDEND?
The present intention of the Board is that it will not declare a second
quarter dividend. The merger is expected to become effective as of the close
of business on June 30, 1998, the date which would ordinarily be the record
date for distributions. The Board presently feels that cash should be
retained in order to be fiscally conservative assuming that the merger will
proceed.
4. DOES MANAGEMENT BELIEVE THAT IT WILL BE ABLE TO REFINANCE THE HOMES DEBT?
Yes. The Homes debt matures on December 1, 1998. Management believes that
the strong working capital position of Mauna Loa will enable the Combined
Company to refinance the debt on favorable terms and at favorable interest
rates.
5. HAS MANAGEMENT RECEIVED ANY REFINANCING PROPOSALS?
Management has commenced discussions with potential lenders, but does not
yet have firm proposals.
6. WHAT ARE MAUNA LOA'S PROFIT EXPECTATIONS FOR THE 1998 CALENDAR YEAR?
First quarter results have been published in a press release and Form 10-Q
filed with the SEC, but we cannot yet predict the production results for the
full year because we can't predict the results of the fall harvest. Neither
can we predict the price we will receive for our nuts.
7. WHAT HAPPENS IF I SIGN THE PROXY AND DON'T FILL IN THE BOXES?
Your proxy will be voted in favor of all the proposals.
Release Date: May 27, 1998
Christopher Weil & Company
Mauna Loa Tender Offer
1) Almost every investor will have three major questions in mind:
a. what is the GENERAL CHARACTER of the proposed transaction?
b. WHAT ARE THE REASONS for me to vote yes? And
c. WHAT ARE THE REASONS for me to vote no?
2) Here is one way to describe THE GENERAL CHARACTER OF THE PROPOSED
TRANSACTION:
Heretofore, Mauna Loa ("ML") has been a good company, but without any
dynamic future prospects. There is nothing fundamentally wrong, but ML has
been characterized by relatively static operations over its business life,
and this is likely to continue unless ML changes its strategy. Not very
interesting either for its investors or for its management.
C. Brewer ("Homes") is a company with a big real estate portfolio and debt
of $20 million due on December 1, 1998. Its real estate values have suffered
as the result of Hawaiian business conditions generally.
ML has been thinking for some time about how to rework itself into a more
growth oriented, opportunistic company -- particularly in light of its very
favorable tax status as a master limited partnership. Now Homes provides
exactly the growth opportunity ML can exploit.
This is the essence of the transaction and why ML is recommending it to
you and the other ML investors.
3) There are FOUR MAJOR REASONS FOR ML INVESTORS TO CONSIDER A "YES" VOTE:
a. This transaction will move ML from a more or less static company to a
growth company with growth stock opportunities.
b. This transaction will provide ML the opportunity to acquire good
Hawaiian real estate at a historic low price.
c. This transaction will allow ML to diversify away from a purely
agricultural enterprise.
d. With this transaction, ML can now begin to truly exploit its MLP tax
status. It will be one of the few US growth companies that pays no
corporate income tax AND has a "currency" which can be used to acquire
other assets on tax terms favorable to sellers.
Mauna Loa Tender Offer
Page Two
4) Many people will want to know about REASONS TO VOTE NO. Here are what seem
to use the most "obvious" ones (with the other side of the story in
parentheses):
a. THE DISTRIBUTION WILL BE REDUCED.
(Yes -- but this is consistent with the move to "growth" status. It
makes no sense to go for growth while simultaneously paying out a maximum
distribution, for money retained is the very money, which will contribute
to the company's growth plan).
b. MAYBE IT'S NOT SUCH GOOD NEWS THAT ML IS ACQUIRING MORE HAWAIIAN REAL
ESTATE AT THIS TOUGH TIME.
(My old Economics 101 professor said that if you never remember anything
else about economics, you should just remember to "buy low and sell high".
If we look at the current problems in Hawaii, can you imagine that we
won't be happy in, say, 5 years, with acquisitions made at today's
prices?)
c. THERE'S +$20 MILLION OF DEBT ON HOMES' BALANCE SHEET COMING OVER TO A
ML DEBT FREE BALANCE SHEET; THAT SEEMS LIKE TROUBLE TO ME.
(It can actually be viewed as a positive in light of ML's new growth
business plan. In growth companies, some leverage is almost always part
of the capital structure. In this transaction, the debt has two important
and favorable features as far as ML is concerned:
1. The assumption of this debt by ML was taken into account in the
pricing of Homes and contributes to what the ML management believes
is a favorable price.
2. The debt is relatively high priced and provides ML the
opportunity to refinance at a lower interest rate with the
attendant improvement in each flow).
d. THERE ARE CONFLICTS OF INTEREST AND CROSS-COMPANY MANAGEMENT BETWEEN ML
AND HOMES.
(True, and this is the reason why only independent directors for both
ML and Homes negotiated and voted on this transaction. Incidentally, in
both cases, the independent board members voted UNANIMOUSLY for the
merger.)
Release Date: May 27, 1998