May 30, 2008
Dear Shareholder:
On May 13, 2008, we received a letter from Institutional Bond Investors II, LLC (IBI) dated May 7, 2008, in which IBI offers to purchase (the "IBI Tender Offer") 3,000 shares of common stock (the "Shares") of Tower Properties Company ("we", "us" or the "Company"). The IBI Tender Offer states the price offered is $307 per Share, in cash, which amount will be reduced by any distributions declared or paid by the Company after November 1, 2007 as well as by any transfer fees charged by the transfer agent.
On May 20, 2008, we sent a letter to the Company's shareholders with our position on the IBI Tender Offer. In that letter we expressed no opinion and made no recommendation and we remained neutral with respect to the IBI Tender Offer. The position we took in that letter was based in part on the fact that our Board of Directors had not received a recent valuation of the Company's common stock, or obtained a recent appraisal of its assets or liabilities, and was therefore not able at the time of that letter to determine whether the IBI Tender Offer of $307 per Share was higher or lower than the intrinsic value of the Shares.
In that letter we noted that the Board of Directors is actively considering the possibility of authorizing the Company to initiate a transaction in which the number of shareholders, both beneficial and of record, would be reduced to 100 or less so that the Company would become subject to Subchapter S rather than Subchapter C of the Internal Revenue Code of 1986, as amended, and that in connection with that possible transaction, the Board of Directors had appointed a special committee of independent directors (the "Special Committee"). There can be no assurance that the Company will proceed with such a transaction and no reliance should be placed on the possibility that any such transaction would be initiated or consummated. We also noted that the Company and the Special Committee were expected to receive a valuation of the Company's common stock and appraisals of certain of the Company's assets before the expiration of the IBI Tender Offer, and we assured shareholders that, if this information were received prior to the expiration of the IBI Tender Offer, the Company intended to reconsider its position on and response to the IBI Tender Offer and to communicate its position and response in a letter to the Company's shareholders.
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May 30, 2008
Since May 20, 2008, the Special Committee has received and has shared with the Company appraisals of certain of the Company's assets and valuation information regarding the Company's common stock. The appraisal and valuation information received indicates that the intrinsic value of the Company's common stock is significantly greater than the IBI Tender Offer price of $307. For shareholders who are in need of immediate liquidity, or who have a short investment time horizon, or who would prefer to avoid the risk that the Company may not enter into a transaction to become subject to Subchapter S or any other transaction that may provide liquidity at a price reflecting the fair value of the Company's common stock, the Company is remaining neutral toward the IBI Tender Offer and is making no recommendation. Each such shareholder of the Company should therefore make his, her or its own independent investment decision with respect to accepting or rejecting the IBI Tender Offer. For all other shareholders, the Company recommends against accepting the IBI Tender Offer, because the intrinsic value of the Company's common stock is significantly greater than the IBI Tender Offer price. You are encouraged to seek the advice of your own financial, tax and other advisors before making your investment decision.
Very truly yours,
/s/ Thomas R. Willard
Thomas R. Willard
President and Chief Executive Officer