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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 Section240.14a-11(c) or
Section240.14a-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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(4) Date Filed:
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MAUNA LOA MACADAMIA PARTNERS, L.P. 828 Fort Street, Suite 205
Honolulu, HI 96813
Telephone: (808) 532-4130
Fax: (808) 532-4131
Thursday, June 18, 1998
Dear Mauna Loa Unitholder:
On June 9, 1998, a Mr. Channing Lushbough wrote a letter to Mauna Loa
unitholders, which greatly distorted the pending merger with C. Brewer Homes,
Inc. Hopefully you have read my response to this letter.
Since the issuance of the Lushbough letter on June 9, the share price for Mauna
Loa Partners has generally fallen. Obviously, your Board of Directors is
concerned about the sudden deterioration in value, since the stock price had
been firm from the date of the original announcement of the merger in November
1997 until early June 1998, when the Lushbough letter was distributed. The whole
purpose of this merger has been to increase shareholder values.
We do not believe that the Lushbough letter will increase shareholder value, as
following the erroneous advice of Channing Lushbough can only unsettle the
market and further deteriorate shareholder values.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE MERGER.
Enclosed is a new proxy ballot. If you have already voted, thank you very much.
If you have voted "no", we urge you to change your vote to "FOR". If you have
not voted, this would be an excellent time to counteract the Lushbough negative
campaign and vote "FOR" the merger. (Unfortunately, a non-vote is the same as a
"no" vote, which may not be your intention.)
Because the meeting date is June 26, I suggest you vote by telephone. The
telephone number is located on the upper left-hand section of your ballot and
you will need to enter your 10 or 12 digit control number, which is located on
the right-hand side of your ballot.
Thank you for your support of management and your Board of Directors.
Very truly yours,
/s/ Kent T. Lucien
President of Mauna Loa Resources Inc.
Enclosure
