<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
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 (S)240.14a-11(c) or (S)240.14a-12
MIP PROPERTIES, INC.
(Name of Registrant as Specified in Its Charter)
MIP PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock
(2) Aggregate number of securities to which transaction applies: 9,223,105
shares of common stock outstanding, 5,000 shares of common stock
subject to a stock option and 110,492 shares of common stock subject to
deferred compensation arrangements
(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): $2.475 per
share of common stock outstanding, plus the number of shares of common
stock subject to a stock option or subject to deferred compensation
arrangements
(4) Proposed maximum aggregate value of transaction: $23,113,027.58
(5) Total fee paid: $4,622.61
[X] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LETTERHEAD OF MIP PROPERTIES, INC.]
September 27, 1995
Via U.P.S.
Mr. Richard Newman
First Capital Alliance
440 South La Salle, Suite 1614
Chicago, IL 60605
Dear Mr. Newman:
Recently your firm voted its proxy against the pending merger with JER
partners, LLC and MIP Acquisition Corporation (JER). I want to draw your
attention to certain items in the Proxy Statement that you may be overlooking.
MIP's Charter requires 80% of all shares to be voted in favor of a merger,
sale, or business combination. By itself this requirement tends to discourage
some potential acquirers because they feel it is such a high threshold that it
is impractical to try to achieve this vote. I believe that failure to approve
the pending deal could reinforce that view, eroding the marketability of MIP.
On the day before MIP announced its intention to explore its strategic
alternatives, its share price closed at $1.1875. On the day before MIP executed
the Merger Agreement, MIP's stock closed at $1.8125. I am concerned that if this
deal fails, the price of the stock might fall to these levels, notwithstanding
a higher book value.
Since March 1994, MIP has publicly and actively pursued strategic
alternatives, including sale or merger. We were assisted in this process by two
investment bankers who actively solicited interest from a large number of
prospective investors. I believe that the pending transaction is the best
alternative to arise from that extensive effort over the past 18 months.
On May 19, 1995, Duff & Phelps Capital Markets Co., which was fully
informed about the purchase agreement between JER and Steve Markoff, issued a
Fairness Opinion stating that the "Proposed Transaction is fair from a financial
point of view to the stockholders of the Company."
For these and other reasons the Directors strongly support the proposed
merger as the best available way to deliver higher value to the shareholders and
believe the allegations in Mr. Hinson's suit are completely without merit.
<PAGE>
Mr. Richard Newman
September 27, 1995
page 2
I encourage you to vote for the merger. It is in your best interest.
I would like to discuss this with your because it is my view that a
properly informed stockholder will agree that this proposed transaction is in
his best interest.
Very truly yours,
CARL C. GREGORY, III
Carl C. Gregory, III
Chairman of the Board
Chief Executive Officer
ccg/ph
