Tower Properties Company Required Response to Shareholders Regarding Sunset Plaza Acquisition, LLC Tender Offer (Press Release)

November 19, 2014

Dear Shareholder:

On November 17, 2014, Sunset Plaza Acquisition, LLC (“SPA”) provided us with a letter dated November 14, 2014, in which SPA offers to purchase (the "SPA Tender Offer") up to 100 shares of common stock (the "Shares") of Tower Properties Company ("we", "us" or the "Company").  The SPA Tender Offer states the price offered is $11,200 per Share, in cash, which amount will be reduced by any distributions declared or paid by the Company after November 1, 2014 as well as by any transfer fees charged by the transfer agent. 

As of November 19, 2014, there were 4,839 of our Shares issued and outstanding.  The 100 shares sought in the SPA Tender Offer represent approximately 2.07% of our outstanding Shares. SPA states that it owns 3 shares and its affiliates own an additional 104 shares.  These 107 shares combined with the additional 100 shares they are attempting to purchase would total 207 shares which represent approximately 4.28% of our outstanding Shares. 

We do not know SPA or its management, have had no negotiations with SPA and received no contact from SPA concerning the SPA Tender Offer prior to our receipt on November 17^th of SPA’s November, 14^th letter.

Rule 14e-2 under the Securities Exchange Act of 1934, as amended, requires us to take one of several permissible positions with respect to the SPA Tender Offer and to communicate our position to our shareholders.

Our Board of Directors has not received a recent valuation of the Company's common stock, or obtained a recent appraisal of its assets or liabilities, and is therefore not able at this time to determine whether the SPA Tender Offer price of $11,200 per Share is higher or lower than the intrinsic value of the Shares. 

As a consequence, we are not now expressing an opinion, nor making a recommendation, and are remaining neutral with respect to the SPA Tender Offer, which is one of the positions we are permitted to take under Rule 14e-2. Each shareholder of the Company should therefore make his, her or its own independent investment decision with respect to accepting or rejecting the SPA Tender Offer.  You are encouraged to seek the advice of your own financial, tax and other advisors before making your investment decision.  

Our principal executive offices are located at 1000 Walnut Street, Suite 900, Kansas City, Missouri 64106 and our telephone number is (816) 421-8255.

TOWER PROPERTIES COMPANY

/s/ Thomas R. Willard

Thomas R. Willard

President and Chief Executive Officer