EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
to Tender Limited Partner Units
in
Hallwood Realty Partners, L.P.
Pursuant to the Offer to Purchase
Dated May 1, 2003
As Amended From Time to Time
by
HIGH RIVER LIMITED PARTNERSHIP
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED.
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Holders desiring to tender their units of limited partner interests
("Units") should complete and sign this Letter of Transmittal, and forward it to
the Depositary at one of the addresses set forth below together with
certificates representing their Units tendered ("Unit Certificates").
Instructions for completing this Letter of Transmittal are included herein,
along with a pre-addressed envelope to the Depositary.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
Facsimile Transmission
(718) 234-5001
Confirm by Telephone
(718) 921-8200
Toll-Free: (800) 937-5449
By Hand: By Overnight Courier: By Mail:
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
New York, New York 10038 New York, New York 10038 New York, New York 10038
If you have any questions or need assistance in completing this Letter of
Transmittal, please call the Information Agent, D.F. King & Co., Inc. at the
telephone numbers set forth on the back cover of this Letter of Transmittal.
Capitalized terms used herein and not defined shall have the meanings given
to them in the Offer to Purchase For Cash Units of Limited Partner Interests in
Hallwood Realty Partners, L.P., dated May 1, 2003, as it may be amended from
time to time, by High River Limited Partnership (the "Offer to Purchase").
Delivery of this Letter of Transmittal or any other required documents to an
address other than those set forth above does not constitute valid delivery.
Holders wishing to tender pursuant to the tender offer must validly tender their
Units to the Depositary on or prior to the Expiration Date.
This Letter of Transmittal is to be used: (i) if Unit Certificates are to
be physically delivered to the Depositary or (ii) unless an Agent's Message (as
defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Units
is to be made by book entry transfer to the account maintained by the Depositary
at The Depository Trust Company ("DTC" or "Book Entry Transfer Facility")
pursuant to the procedure for tendering Units set forth in Section 3 to the
Offer to Purchase. DELIVERY OF DOCUMENTS TO THE BOOK ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Holders whose Unit Certificates
are not available or who cannot deliver their Unit Certificates and all other
documents required hereby to the Depositary on or prior to the Expiration Date,
or who cannot complete the procedure for book entry transfer on a timely basis,
nevertheless may tender their Units in accordance with the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase.
DESCRIPTION OF UNITS TENDERED
(See Instructions 8)
Name(s) and Address(es) of Registered Holder(s) -Number of Units Tendered
(Please fill in, if blank, exactly as name(s) appear(s) (Attach additional list, if necessary)
on transfer books of Partnership) CertificateNo.(s)* -Total No. of Units No. of Units
Owned Tendered**
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* Need not be completed by Holders tendering by book entry transfer.
** Unless otherwise indicated, it will be assumed that all Units described
above are being tendered. See Instruction 8.
HOLDERS WHO WISH TO TENDER THEIR UNITS MUST COMPLETE THE BOX BELOW ENTITLED
"METHOD OF DELIVERY," COMPLETE THE BOX ENTITLED "DESCRIPTION OF UNITS TENDERED"
AND SIGN IN THE APPROPRIATE BOXES. HOLDERS WHO COMPLETE THIS LETTER OF
TRANSMITTAL WILL BE DEEMED TO HAVE TENDERED ALL UNITS LISTED IN THE ABOVE
REFERRED TO BOXES.
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METHOD OF DELIVERY
|_| CHECK HERE IF UNIT CERTIFICATES FOR TENDERED UNITS ARE ENCLOSED
HEREWITH.
|_| CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of
Tendering
Institution:___________________________________________________________
Account Number:_________________ Transaction Code Number:_____________
|_| CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):______________________________________
Window Ticket Number (if any):________________________________________
Date of Execution of Notice of Guaranteed Delivery:___________________
Name of Eligible Institution which Guaranteed Delivery:_______________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
(PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY)
Ladies and Gentlemen:
By execution hereof, the undersigned hereby tenders to High River Limited
Partnership, a Delaware limited liability company (the "Purchaser"), the number
of the undersigned's Units in Hallwood Realty Partners, L.P., a Delaware limited
partnership (the "Partnership"), and the associates rights (the "Rights") to
purchase additional Units under the Unit Purchase Rights Agreement dated as of
November 30, 1990, as amended, between the Partnership and EquiServe Trust
Company, N.A., as rights agent, at a price of $100.00 per Unit, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). The Purchaser reserves the
right to transfer or assign, in whole or from time to time in part, to one or
more persons, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering Holders to
receive payment for Units validly tendered and accepted for payment pursuant to
the Offer. Holders who tender their Units will not be obligated to pay any sales
commissions in connection with such tender. Unless the context otherwise
requires, all references to the Units shall include the Rights and all
references to the Rights shall include all benefits that may inure to the
holders of Rights pursuant to the Unit Purchase Rights Agreement. Unless
separate certificates for the Rights are issued, the tender of Units will also
constitute a tender of the associated Rights. If separate certificates for the
Rights are issued, then certificates representing the applicable Rights must
also be tendered.
Subject to and effective upon acceptance for payment of and payment for the
Units tendered hereby, the undersigned hereby sells, assigns, and transfers to,
or upon the order of, the Purchaser, all right, title, and interest in and to
all of the Units tendered hereby, including, without limitation, all rights to
be substituted as a limited partner of the Partnership, right to Partnership
profits and losses and all distributions made, declared or issued after April
23, 2003 and all rights with respect thereto and other benefits of any nature
whatsoever distributable or allocable to or otherwise associated with such
tendered Units under the Partnership Agreement; provided, that if any tendered
Units are not purchased for any reason as described in Section 2 of the Offer to
Purchase, this Letter of Transmittal shall be effective to transfer to the
Purchaser only that number of the undersigned's Units as are accepted for
payment and thereby purchased by the Purchaser. The undersigned understands that
upon acceptance for payment of and payment for the Units tendered by the
undersigned, the Purchaser will seek admission to the Partnership as a limited
partner in substitution for the undersigned as to all such Units tendered by the
undersigned. If, however, the Purchaser accepts for payment and purchases less
than all of the undersigned's Units tendered hereby, the undersigned may
continue to be a limited partner with respect to Units tendered by the
undersigned that are not purchased. By executing and delivering this Letter of
Transmittal, the undersigned, being a tendering Holder, expressly intends the
Purchaser to become a limited partner.
By executing and delivering this Letter of Transmittal, a tendering Holder
irrevocably appoints the Purchaser and any designees of the Purchaser and of
each of them as such Holder's proxies and agents (all such persons collectively,
the "Proxies"), with full power of substitution, to the full extent of such
Holder's rights, with respect to the Units tendered by such Holder and accepted
for payment by the Purchaser. All such Proxies shall be considered irrevocable
and coupled with an interest in the tendered Units. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Units
for payment. Upon such acceptance for payment pursuant to the Offer, all prior
proxies given by such Holder with respect to such Units, to any person other
than Purchaser or its affiliates or their respective designees, will be and
hereby are, revoked without further action, and no subsequent proxies may be
given nor any subsequent written consent executed (and, if given or executed,
will not be deemed effective). The Purchaser may assign such proxy to any person
with or without assigning the related Units with respect to which such proxy was
granted.
By executing and delivering the Letter of Transmittal, a tendering Holder
also irrevocably constitutes and appoints the Purchaser and any designees of the
Purchaser as the Holder's attorneys-in-fact, each with full power of
substitution to the full extent of the Holder's rights, with respect to the
Units tendered by the Holder and accepted for payment by the Purchaser. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Units for payment. Upon such acceptance for payment, all
prior powers of attorney granted by the Holder with respect to such Units, other
than to Purchaser or its affiliates or their respective designees, will be and
hereby are, without further action, be revoked, and no subsequent powers of
attorney may be granted (and if granted will not be effective). Pursuant to such
appointment as attorneys-in-fact, the Purchaser and any designees of the
Purchaser each will have the power, among other things, (i) to seek to transfer
ownership of such Units on the
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Partnership's books and execute and deliver any accompanying evidences of
transfer and authenticity in connection therewith, (ii) upon receipt by the
Depositary (as the tendering Holder's agent) of the Purchase Price, to receive
any and all distributions made by the Partnership, and to receive all benefits
and otherwise exercise all rights of beneficial ownership of such Units in
accordance with the terms of the Offer, (iii) to execute and deliver to the
Partnership and/or its general partners a change of address form instructing the
Partnership to send any and all future distributions to which the Purchaser is
entitled pursuant to the terms of the Offer, in respect of tendered Units, to
the address specified in such form, (iv) to endorse any check payable to or upon
the order of such Holder representing a distribution to which the Purchaser is
entitled pursuant to the terms of the Offer, in each case on behalf of the
tendering Holder; and (v) to deliver Units and transfer ownership of such Units
on the Partnership's books maintained by the general partner, the Partnership
and the Partnership's depositary and transfer agent and to become a substituted
limited partner and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units and as a limited partner of the Partnership,
all in accordance with the terms of the Offer. This power of attorney shall not
be affected by the subsequent mental disability of the Holder, and the Purchaser
shall not be required to post bond in any nature in connection with this power
of attorney. The Purchaser may assign this power of attorney to any person with
or without assigning the related Units with respect to which such power of
attorney was granted.
If legal title to the Units is held through an IRA or KEOGH or similar
account, the Holder understands that this Letter of Transmittal must be signed
by the custodian of such IRA or KEOGH and the Holder hereby authorizes and
directs the custodian of such IRA or KEOGH to execute, deliver and confirm this
Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby and has full power and authority to validly tender,
sell, assign and transfer the Units tendered hereby and that when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claims and that the transfer and assignment contemplated
herein are in compliance with all applicable laws and regulations. The
undersigned further represents and warrants that the undersigned is a "United
States person," as defined in Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended (the "Code"), or if the undersigned is not a United States
person, the undersigned does not own beneficially or of record more than 5% of
the outstanding Units. Upon request, the undersigned will execute and deliver
any additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the assignment, transfer and purchase of
Units tendered hereby and otherwise in order to complete the transactions,
transfers and admissions to the Partnership contemplated herein.
The undersigned understands that a tender of Units pursuant to the
procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Purchaser may not be required to accept for payment
any of the Units tendered hereby. If any tendered Units are not purchased for
any reason, the Letter of Transmittal shall be effective to transfer to the
Purchaser only that number of Units as is accepted and thereby purchased by the
Purchaser, and the certificates (or, if necessary, new certificates)
representing such unpurchased Units shall be returned.
Upon acceptance of Units by the Purchaser, the Purchaser agrees to be bound
by all of the terms and provisions of the Partnership Agreement.
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SIGN HERE TO TENDER YOUR UNITS
(TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF
WHETHER UNIT CERTIFICATES ARE BEING PHYSICALLY DELIVERED HEREWITH)
PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS
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By executing this document in the space provided below, the undersigned
hereby: (i) evidences the Holder's agreement to and acceptance of all of the
terms, provisions and matters set forth in this Letter of Transmittal and in the
Offer to Purchase and (ii) tenders the number of Units specified herein pursuant
to the terms of the Offer. The undersigned hereby acknowledges and certifies,
under penalty of perjury, to all of the foregoing and that the information and
representations set forth herein and provided in Boxes A and B of this Letter of
Transmittal, which have been duly completed by the undersigned, are true and
correct as of the date hereof.
PLEASE SEE INSTRUCTION 3 REGARDING SIGNATURES ON LETTER OF TRANSMITTAL
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X---------------------------------------- Address: --------------------------
Signature of Holder - Date
- ---------------------------------------- ---------------------------
Printed Name of Holder (Include Zip Code)
(The address provided above
X---------------------------------------- must be the registered address of
Signature of Holder - Date the Holder.)
Telephone (Home) ( ) -
- -----------------------------------------
Printed Name of Holder Telephone (Work) ( ) -
Capacity (Full Title):-----------------------------
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ALL TENDERING HOLDERS MUST HAVE THEIR SIGNATURE GUARANTEED UNLESS THE TENDERING
HOLDER IS AN ELIGIBLE INSTITUTION (SEE INSTRUCTION 2).
Authorized
Signature:------------------------ Name of Eligible Institution: -----------
Name:----------------------------- Address:-------------------------------
Date:----------------------------- Telephone:( )
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PLEASE BE SURE TO COMPLETE AND SIGN SUBSTITUTE FORM W-9 AND THE FIRPTA
AFFIDAVIT BELOW.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 3, 9 and 10) (See Instructions 2, 3, 9 and 10)
To be completed ONLY if the check for the purchase To be completed ONLY if the check for the
price of Units purchased or Unit Certificates for Units not purchase price of Units purchased or Unit
tendered or not purchased are to be issued in the name of Certificate(s) for Units not tendered or not purchased
someone other than the signatory, or if Units tendered by are to be mailed to someone other than the signatory
book-entry transfer that are not purchased are to be or to the signatory at an address other than that
returned by credit to an account at the Book-Entry Transfer shown above next to the signatory.
Facility other than that designated above.
Mail (check appropriate box(es):
Issue (check appropriate box(es):
|_| Check |_| Certificate(s) to:
|_| Check |_| Certificate(s) to:
Name______________________________________
Name______________________________________ (Please Print or Type)
(Please Print or Type)
Address____________________________________
Address____________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________ (Include Zip Code)
(Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
|_| Credit unpurchased Units tendered by book-entry
transfer to the account set forth below:
___________________________________________
Name of Account Party
Account No. ______________________________ at
The Depository Trust Company
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Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," the Depositary will issue the check with respect to tendered
Units accepted for payment, and return any certificates not tendered or not
accepted for payment, in the name(s) of the registered Holder(s) appearing above
in the box entitled "Description of Units Tendered." Similarly, unless otherwise
indicted herein in the box entitled "Special Delivery Instructions," the
Depositary will mail the check with respect to tendered Units accepted for
purchase, together with any Certificates not tendered or not accepted for
purchase (and any accompanying documents, as appropriate) to the address(es) of
the registered Holder(s) appearing above in the box entitled "Description of
Units Tendered." If either the "Special Payment Instructions" box and the
"Special Delivery Instructions" box are completed, the Depositary will issue the
check with respect to any tendered Units accepted for payment and return any
certificates not tendered or not accepted for payment in the name(s) of, and
will mail the check and any such Units not tendered or not accepted for payment
and return any certificates not tendered or not accepted for payment in the
name(s) of, and will mail the check and any such Units not tendered or not
accepted for payment to, the person(s) at the address(es) so indicated. Unless
otherwise indicated herein under "Special Payment Instructions," in the case of
a book-entry transfer of Units, the Depositary will credit the account
maintained at the Book-Entry Transfer Facility indicated above with respect to
any Units not accepted for payment. The signatory recognizes that the Purchaser
has no obligations pursuant to the "Special Payment Instructions" box or
"Special Delivery Instructions" box provisions of this Letter of Transmittal to
transfer any Units from the name of the registered Holder(s) thereof if the
Purchaser does not accept for payment any of the Units.
Please note that a tendering beneficial owner of Units whose Units are
owned of record by an IRA or other qualified plan will not receive direct
payment of the purchase price; rather, payment will be made to the custodian of
such account or plan.
5
IMPORTANT TAX INFORMATION
Under federal income tax law, in order to prevent backup withholding on
amounts payable to a Holder whose tendered Units are accepted for payment, such
Holder is required to provide the Depositary with such Holder's correct TIN on
Substitute Form W-9 above or otherwise establish a basis for exemption from
backup withholding. If the Depositary is not provided with the correct TIN, the
Holder or other payee may be subject to penalties imposed by the IRS. In
addition, payments that are made to such Holder or other payee with respect to
Units purchased pursuant to the Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain foreign
persons) are not subject to these backup withholding and reporting requirements.
Exempt Holders should indicate their exempt status on Substitute Form W-9. In
order for a foreign person to qualify as an exempt recipient, that Holder must
deliver to the Depositary a Substitute Form W-8, signed under penalties of
perjury, attesting to that Holder's exempt status. If backup withholding
applies, the Depositary is required to withhold 30% of any reportable payments
made to the Holder or other payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
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PLEASE COMPLETE BOX A
(See Instruction 5)
Payer: American Stock Transfer & Trust Company
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SUBSTITUTE Part I Taxpayer Identification No. - For All Accounts Part II For Payees Exempt From Backup
Form W-9 Withholding
(see enclosed Guidelines)
Department of the Treasury
Internal Revenue Service
Part III
Payer's Request for Taxpayer
Identification No. Awaiting TIN o
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Enter your taxpayer identification
number in the appropriate box. ______________________
For most individuals and sole Social Security Number
proprietors, this is your Social
Security Number. For other OR
entities, it is your Employer
Identification Number. If you _________________________________
do not have a number, see Employee Identification Number
"How to Obtain a TIN" in
the enclosed Guidelines.
Note: If the account is in more
than one name, see the chart
on page 2 of the enclosed Guidelines
to determine what number to enter.
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Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I no
longer subject to backup withholding; and
(3) Any information provided on this form is true, correct and complete.
You must cross out item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because of under reporting
interest or dividends on your tax return and you have not received a notice from
the IRS advising you that backup withholding has terminated.
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SIGNATURE_____________________________DATE_______________________________, 200_
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed
or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or
Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if
I do not provide a taxpayer identification number within (60) days, 30% of all reportable payments made to me thereafter will be
withheld until I provide a number.
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SIGNATURE: ________________________________ DATE: _________________________, 200_
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PLEASE COMPLETE
BOX B
FIRPTA AFFIDAVIT - CERTIFICATE OF NON-FOREIGN STATUS
(See Instruction 5)
Under Section 1445 of the Code and Treas. Reg. 1.1445-11T(d), a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the Purchaser that no withholding is required with
respect to the Holder's interest in the Partnership, the person signing this
Letter of Transmittal hereby certifies the following:
Part 1 - Unless this box |_| is checked, the Holder is a U.S. citizen or a
resident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in
the Code and Treasury regulations, promulgated thereunder);
Part 2 - The name of the Holder is __________________________________________;
Part 3 - The Holder's Social Security Number (for individuals) or Employer
Identification Number (for non- individuals) is
_________________________; and
Part 4 - The Holder's home address (in the case of an individual) or office
address (in the case of an entity) is_______________________________.
The Holder (i) agrees to inform the Partnership promptly if it becomes a
foreign person at any time during the three year period immediately following
the date of this notice and (ii) understands that this certification may be
disclosed to the Internal Revenue Service by the Partnership and that any false
statement contained herein could be punished by fine, imprisonment or both.
CERTIFICATION - UNDER PENALTY OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE: _______________________________
DATE: _______________________________
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7
INSTRUCTIONS
for Completing the Letter of Transmittal for
HALLWOOD REALTY PARTNERS, L.P.
Forming Part of the Terms and Conditions of the Offer
FOR ASSISTANCE IN COMPLETING THIS LETTER OF TRANSMITTAL, PLEASE CALL:
D.F. KING & CO., Inc.
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6426
1. Delivery of Letter of Transmittal.
For convenience in responding to the Offer, a pre-addressed envelope has
been enclosed with the Offer to Purchase. To ensure the Depositary's receipt of
the Letter of Transmittal along with any and all Unit Certificates, it is
suggested that you use an overnight courier or, if the Letter of Transmittal is
to be delivered by United States mail, that you use certified or registered
mail, return receipt requested. This Letter of Transmittal is to be completed by
Holders either if certificates representing Units are to be forwarded herewith
to the Depositary or, unless an Agent's Message (as defined below) is utilized,
if tenders of Units are to be made pursuant to the procedures for delivery by
book-entry transfer set forth in Section 3 of the Offer to Purchase.
Certificates representing all physically tendered Units, or any book-entry
confirmation of Units, as the case may be, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantee, (or, in connection with a book-entry transfer, an
Agent's Message) and any other documents required by this Letter of Transmittal
must be received by the Depositary at one of its addresses set forth herein on
or prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). If a Holder's certificate(s) representing Units are not immediately
available (or the procedure for the book-entry transfer cannot be completed on a
timely basis) or time will not permit all required documents to reach the
Depositary on or prior to the Expiration Date, such Holder's Units may
nevertheless be tendered if the procedures for guaranteed delivery set forth in
Section 3 of the Offer to Purchase are followed. Pursuant to such procedure, (i)
such tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by Purchaser, must be received by the Depositary on or prior to
the Expiration Date, and (iii) the certificates representing all tendered Units,
in proper form for transfer, or Book-Entry Confirmation of Units, as the case
may be, in each case together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), with any required signature guarantees
(or, in connection with a book-entry transfer, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depository within three (3) American Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in Section 3
of the Offer to Purchase. The term "Agent's Message" means a message transmitted
through electronic means by DTC to, and received by, the Depositary and forming
a part of a Book-Entry Confirmation, which states that DTC has received an
express acknowledgment from the DTC participant tendering the Units that such
participant has received, and agrees to be bound by, this Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S)
REPRESENTING UNITS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH
DTC, IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER. THE DELIVERY WILL
BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
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No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
thereof), waive any right to receive any notice of the acceptance of their Units
for payment.
2. Guarantee of Signatures.
A signature guarantee by an Eligible Institution is required on all Letters
of Transmittal unless such Units are tendered for the account of a brokerage
firm, commercial bank, trust company, national bank, credit union or other
institution which is a participating member in a Medallion Program such as the
Securities Transfer Association, Inc. (STA) approved Medallion program (each of
the foregoing constituting an "Eligible Institution").
3. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered Holder(s) of the Units
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face(s) of the certificate(s) without alteration or any change
whatsoever. If any of the Units tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Units are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Units listed and tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment or certificates for Units not tendered
or accepted for payment are to be issued to a person other than the registered
Holder(s). Signatures on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of the Units tendered hereby, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered Holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution, unless the signature is that of an Eligible Institution.
4. Documentation Requirements.
In addition to information required to be completed on the Letter of
Transmittal, additional documentation may be required by the Purchaser under
certain circumstances including, but not limited to those listed below.
Questions on documentation should be directed to the Information Agent, D.F.
King & Co., Inc., at the telephone numbers set forth on the back cover of this
Letter of Transmittal.
Deceased Owner (Joint Tenant) Certified copy of death certificate.
Deceased Owner (Others) Certified copy of death certificate (See also
Executor/Administrator/Guardian below).
Executor/Administrator/Guardian (a) Certified copies of court appointment
documents for executor or administrator
dated within 60 days of the date of
execution of the Letter of Transmittal;
and
(b) Copy of applicable provisions of the
will (title page, executor(s)' powers,
asset distribution); OR
(c) Certified copy of estate distribution
documents.
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Attorney-In-Fact Current power of attorney.
Corporations/Partnerships Certified copy of corporate resolution(s)
(with raised corporate seal) or other
evidence of authority to act. Partnerships
should furnish copy of their partnership
agreement.
Trust/Pension Plans Copy of cover page of the trust or pension
plan, along with copy of the section(s)
setting forth names and powers of trustee(s)
and any amendments to such sections or
appointment of successor trustee(s).
5. U.S. Persons.
A Holder who or which is a United States citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic trust or
a domestic estate (collectively, "United States persons") as those terms are
defined in the Code and Treasury regulations, promulgated thereunder, should
follow the instructions with respect to certifying Boxes A and B.
Taxpayer Identification Number. To avoid 30% federal income tax
withholding, the Holder or other payee must provide the Depositary with the
Holder's correct TIN in the blanks provided for that purpose in Boxes A and B.
In the case of an individual person, such person's social security number is his
or her TIN.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE NOTE : Individual accounts
should reflect their own TIN; joint accounts should reflect the TIN of the
person whose name appears first; trust accounts should reflect the TIN assigned
to the Trust; custodial accounts for the benefit of minors should reflect the
TIN of the minor; corporations or other businesses should reflect the TIN
assigned to that entity.
Substitute Form W-9 - Box A. The tendering Holder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the Holder's social security or federal employer identification number, on the
Substitute Form W-9 which is provided above to certify whether the Holder is
subject to backup withholding of United States federal income tax. If a
tendering Holder is subject to federal backup withholding, the Holder must cross
out item (2) of the "Certification" box of the Substitute Form W-9. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
Holder to a $50 penalty imposed by the Internal Revenue Service ("IRS") and a
30% federal backup withholding tax on the payment of the purchase price. If the
tendering Holder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, the Holder should write
"Applied For" in the space provided for the TIN in Part I, check the box in Part
III, and sign and date the Substitute Form W-9. If "Applied For" is written in
Part I and the Depositary is not provided with a TIN within 60 days of its
receipt of the Substitute Form W-9, the Depositary will withhold 30% on all
payments of the purchase price until a TIN is provided to the Depositary.
FIRPTA Affidavit - Box B. To avoid potential withholding of tax pursuant to
Section 1445 of the Code in an amount equal to 10% of the purchase price for
Units purchased pursuant to the Offer, plus the amount of any liabilities of the
Partnership allocable to such Units, each Holder who or which is a United States
person must complete the FIRPTA Affidavit stating, under penalties of perjury,
such Holder's TIN and address, and that such Holder is not a foreign person. If
tax withheld under Section 1445 of the Code results in an overpayment of tax, a
refund may be obtained from the IRS. CHECK THE BOX IN BOX B, PART 1 ONLY IF YOU
ARE NOT A U.S. PERSON AS DESCRIBED THEREIN.
6. Foreign Persons.
In order for a Holder who is a foreign person (i.e., not a United States
person as defined in Instruction 5 above) to qualify as exempt from 30% backup
withholding, such foreign Holder must complete and deliver to the
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Depositary, along with the Letter of Transmittal, Substitute Form W-8 which
can be obtained from the Information Agent.
7. Conditional Tenders.
No alternative, conditional or contingent tenders will be accepted.
8. Number of Units Tendered; Partial Tenders.
LETTERS OF TRANSMITTAL WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO
INDICATION IS MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN IN THE BOX
ENTITLED "DESCRIPTION OF UNITS TENDERED," SHALL BE DEEMED TO HAVE TENDERED ALL
UNITS PURSUANT TO THE OFFER. ALL UNITS REPRESENTED BY UNIT CERTIFICATES
DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED. If fewer than all the Units evidenced by any Unit
Certificate submitted are to be tendered, new Unit Certificate(s) for the
remainder of the Units that were evidenced by the old Unit Certificates(s) will
be sent to the tendering Holder as soon as practicable after the expiration of
the Offer. No fractional Units will be purchased (except from a Holder who is
tendering all of the Units owned by that Holder). All tendering Holders, by
execution of the Letter of Transmittal (or manually signed facsimile thereof),
waive any right to receive any notice of the acceptance of their Units for
payment.
9. Special Payment and Delivery Instructions.
If the check for the purchase price of any Units purchased is to be issued,
or any Units not tendered or not purchased are to be returned in the name of, a
person other than the person(s) signing this Letter of Transmittal or if the
check or any Unit Certificates for Units not tendered or not purchased are to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address other than
that shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Holders tendering Units by book-entry transfer may request that Units
not purchased be credited to such account at any Book-Entry Transfer Facility as
such Holder may designate under "Special Payment Instructions."
10. Transfer Taxes.
The Purchaser will pay any stock transfer taxes with respect to the sale
and transfer of any Units to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or Units not tendered or not
purchased are to be returned in the name of, any person other than the
registered Holder(s), then the amount of any stock transfer taxes (whether
imposed on the registered Holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted.
11. Lost, Destroyed or Stolen Unit Certificate(s).
If any Unit Certificate evidencing Units has been lost, destroyed or
stolen, the Holder should promptly notify the Partnerships transfer agent,
EquiServe at (800) 730-6001. The Holder will then be instructed as to the steps
that must be taken in order to replace the Unit Certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed Unit Certificates have been followed.
12 Requests for Assistance and Additional Copies.
Questions or requests for assistance may be directed to the Information
Agent, D.F. King & Co., Inc., at the telephone numbers set forth on the back
cover of this Letter of Transmittal. Copies of the Offer to Purchase and the
Letter of Transmittal may be obtained from the Information Agent by calling
either number.
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13 Inadequate Space.
If the space provided herein is inadequate, additional information may be
provided on a separate schedule signed and attached hereto.
IMPORTANT: A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
(ALONG WITH AND ANY AND ALL UNIT CERTIFICATES, AND ANY REQUIRED SIGNATURE
GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY
ON OR PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME ON MAY 29, 2003, UNLESS
EXTENDED.
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Please contact the Information Agent at the telephone number and address
below with any questions or requests for assistance or additional copies of the
Offer to Purchase, the Letter of Transmittal or any other documents.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6426
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