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Section240.14a-12
MAUNA LOA MACADAMIA PARTNERS, L.P.
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[LETTERHEAD]
Friday, June 19, 1998
Dear Mauna Loa Shareholders:
You have received a negative letter from Channing Lushbough, who is an
unknown Financial Consultant with very little knowledge of Hawaiian real
estate. Most of the shares that he represents were not even purchased until
after this merger was announced last November. His principal point is that
C. Brewer Homes is not worth 2/3 of a share of Mauna Loa Partners.
Therefore, we are enclosing a recent article from last week's Honolulu paper,
which announces Homes' most recent quarterly earnings. More important, it
announces recent sales of a very small portion of the total real estate
holdings of C. Brewer Homes. The total acreage sold thus far in 1998 is 62
acres. The price per acre that C. Brewer Homes received from these sales was
$79,097. The price that Mauna Loa Partners is paying for the real estate of
C. Brewer Homes is only $14,226 per acre, even with the debt included.
Hopefully these figures will give you some appreciation of the bargain price
that Mauna Loa Partners is paying for all the shares of C. Brewer Homes,
whose lands are on prime locations on Maui, Kauai, and the Big Island of
Hawaii. Channing Lushbough has no idea of the real value of the lands that
Mauna Loa Partners is acquiring in this merger for just $14,226 an acre. It
is an unbelievable low price for prime real estate in Hawaii.
Please vote for this merger today and IF YOU HAVE VOTED AGAINST IT, I urge
you to CHANGE YOUR VOTE by calling 1+800+454-8683 and pushing "1" to change
your vote after entering your 10 or 12 digit control number, which is located
on the right-hand side of your ballot. Easy recorded instructions are at
1+800+454-8683. There is still time to vote by telephone before the upcoming
meeting on Friday, June 26. Your Board would very much appreciate your voting
for this merger of NUT with HOMES to increase shareholder values and to form
an exciting and efficient new company with a 3.5% maximum Federal tax rate.
Thank you for supporting your Board of Directors, who have studied this
merger carefully and believe it is in the best interest of Mauna Loa Partners.
PLEASE VOTE TODAY!
Yours very sincerely,
/s/ J.W.A. Buyers
J.W.A. Buyers
Chairman
Enclosure
HONOLULU ADVERTISER (JUNE 11, 1998)
C. BREWER HOMES SHOWS RISE IN SALES
Advertiser Staff
Maui-based C. Brewer Homes reported improved financial performances both
for the first three months of this year -- the last quarter of the company's
1998 fiscal year -- and the 12 months ending March 31.
Contributing to the improvements were a $2.2 million sale of 17 acres of
Nanea subdivision land at Kehalani; the sale of 64 single-family Kaimana
homes at an average price of $208,000 in fiscal 1998, compared with the sale
of just 36 homes at an average price of $240,000 in fiscal 1997; the sale of
23 acres of land on Kauai for $991,000 in fiscal 1998, compared with the sale
of 12 acres of land on Kauai for $410,000 in fiscal 1997; and the sale of 18
acres on the Big Island for $255,000 in fiscal 1998.
For the fourth quarter of fiscal 1998, the company reported net income
of $138,000, or 2 cents a share, before after-tax special charges. That was
improved over the net loss of $442,000, or 5 cents a share, before special
charges, for the fourth quarter of fiscal 1997.
Special charges in fiscal 1998 resulted partly from the effect of an
accounting-standards statement requiring recognition of an asset-impairment
loss associated with the company's Iao Parkside joint-venture project. They
also resulted from costs related to the company's proposed merger of C. Brewer
Homes and Mauna Loa Macadamia Partners, the world's largest grower of
macadamia nuts.
C. Brewer Homes' revenue in this year's fourth quarter was $6.3 million,
up from the $1.8 million in the 1997 fourth quarter.
For all of fiscal 1998, C. Brewer Homes reported a net loss of $439,000,
or 5 cents a share, before special charges. That was better than the $707,000
loss, or 9 cents a share, before special charges, for fiscal 1997.
Also for fiscal 1998, revenues were $17.6 million compared to $14.9
million for fiscal 1997.
The proposed merger with Mauna Loa Macadamia Partners is progressing as
scheduled, the company reported. A joint proxy statement and prospectus has
been mailed to shareholders, and a special meeting for a merger vote has been
scheduled for June 26.