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S' <br />} <br />December 10, 1968 <br />To the Stockholders of Big Bear Development Company: <br />Lands to be Sold <br />The Company owns lands at Big Bear Lake and in Santa Ana Canyon, some <br />of which are leased, and others are not. The Board of Directors has developed <br />a plan of liquidation under which all of the Company lands will be sold and the <br />Company will be liquidated, all within a twelve month period. <br />Sale of Unleased Land <br />Concord Investment Company has agreed to buy all of the unleased land for <br />$4, 000, 000.00. The entire purchase price will be paid in cash on January 6, 1969. <br />Sale of Leased Land <br />The.Company will sell so much of its leased land as it can prior to August 31, <br />1969. All sales will be for cash, and the Company hopes to derive at least <br />$1, 000, 000.00 from such sales. Concord Investment Company has agreed to buy _ <br />for cash any leased land which the Company does not otherwise sell. Should the <br />Company be unable to sell any of the leased land (which seems unlikely) the <br />total amount agreed to be paid by the Concord Investment Company for the leased <br />land is $ 75 0, 000.00 . <br />Liquidation of Company <br />Our tax advisers say that if the shareholders approve a plan of liquidation <br />of the Company before any of these sales are made, and if the Company can make <br />the sales and make complete distribution to stockholders of the sales proceeds <br />within twelve months from the date that the plan of liquidation is adopted, the <br />Company will not be subject to any income taxes on account of the sales. <br />Distributions to Shareholders <br />- The exact amount which will be -distributable to shareholders cannot be defi- <br />nitely determined until the sales are made. However, the Board of Directors be- <br />lieves that the amount will exceed $10.00 per share. Distributions to shareholders <br />in most instances will be taxed as long term capital gains. <br />Bear Valley Mutual Water Companx Not Involved <br />This in no way is related to any Bear Valley Mutual Water Company shares <br />which you own. You will recall that you received five shares of Big Bear Develop- <br />ment Company stock for each share of Water Company stock and that you continue <br />to own the Water Company stock . <br />Consent of Shareholders <br />Enclosed is a copy of the plan of liquidation. The approval of shareholders <br />holding more than a majority of the issued and outstanding shares of the Company <br />is required to place the described plan of liquidation into effect. Enclosed is a <br />form of "Written Consent of Shareholder to the Adoption of a Complete Plan of Liqui- <br />dation of Big Bear Development Company and to its Winding Up and Dissolution." <br />IF YOU APPROVE THE PLAN, PLEASE SIGN AND RETURN THE WRITTEN CONSENT to <br />the Company in the enclosed stamped envelope. If the Plan is to be adopted, it <br />must be approved by the stockholders BEFORE DECEMBER 26, 1968. <br />Board of Directors <br />BIG BEAR DEVELOPMENT COMPANY <br />