EXHIBIT (a)(1)(D)
Letter of Transmittal
To Tender Limited Partnership Units of
Casa Munras Hotel Partners, L.P.
for $500 Per Unit in Cash
(less $35 one-time transfer fee as specified in the offer)
In Response to the Offer to Purchase
Dated July 21, 2003
by
John F. Rothman
and
Ronald A. Young
Number of
Name(s) and Address(es) of Registered Holder(s) Units Tendered
(Please Sign on Page 7 Exactly as Name(s) Appear(s) on the (If Fewer Than
Attached Label) All Units)
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Total Units Being Tendered ___________
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THE OFFER WILL EXPIRE AT 5:00 P.M. LOS ANGELES TIME ON AUGUST 28, 2003,
UNLESS THE OFFER IS EXTENDED.
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PLEASE READ THIS LETTER OF TRANSMITTAL CAREFULLY, INCLUDING THE
INSTRUCTIONS. THIS LETTER OF TRANSMITTAL SHOULD BE PROMPTLY (i) COMPLETED
PURSUANT TO THE INSTRUCTIONS, (ii) SIGNED IN THE SPACES PROVIDED AND (iii)
TRANSMITTED VIA FACSIMILE OR MAILED BY U.S. POST OFFICE, FIRST CLASS, TO THE
OFFERORS.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
The Offerors are:
John F. Rothman
Ronald A. Young
8885 Rio San Diego Drive, Suite 220
San Diego, CA 92108
By facsimile transmission:
(619) 297-4084
Confirm facsimile by telephone:
(619) 297-4040
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
TENDERING HOLDER MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED BELOW.
This Letter of Transmittal is to be used to tender limited partnership
units ("Units") of Casa Munras Hotel Partners, L.P. (the "Partnership") by
holders ("Holders") of Units of the Partnership in response to a solicitation of
tenders by John F. Rothman (either directly and/or through JGS Family Limited
Partnership, of which John F. Rothman is the General Partner) and Ronald A.
Young (the "Offerors").
BY EXECUTING AND DELIVERING THIS LETTER OF TRANSMITTAL THE UNDERSIGNED
ACKNOWLEDGES THAT IT IS TENDERING ALL UNITS REFERENCED AS TENDERED IN THIS
LETTER OF TRANSMITTAL.
The undersigned hereby tenders to the Offerors the above-described
Units of the Partnership in response to the Offerors' tender offer to purchase
up to 400 Units at a price of $500 per Unit, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
July 21, 2003 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the letter
to Unit holders accompanying the Offer to Purchase, constitute the "Offer").
Subject to, and effective upon, acceptance of the Units tendered with
this Letter of Transmittal for payment in accordance with the terms and subject
to the conditions of the Offer (including, if the Offer is extended or amended,
the terms or conditions of any such extension or amendment) the undersigned
hereby sells, assigns and transfers to either of the individual Offerors (as may
be determined by the Offerors) all right, title and interest in and to all the
Units that are being tendered with this Letter of Transmittal and any
distributions, rights or other securities issued or issuable in respect of such
Units on or after the expiration date, August 28, 2003 (collectively, the
"Distributions"), and
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irrevocably constitutes and appoints the Offerors, or either of them, the true
and lawful agent, and attorney-in-fact of the undersigned with respect to those
Units with full power of substitution (such power of attorney being deemed to be
an irrevocable power coupled with an interest) to (a) deliver or transfer
ownership of the Units, together in either case with all accompanying evidences
of transfer and authenticity, to the Offerors upon payment by the Offerors of
the purchase price (less a one-time $35 transfer fee to the Partnership), (b)
present those Units for transfer on the books of the Partnership and (c)
otherwise exercise all rights of beneficial ownership of such Units all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned irrevocably appoints each of the Offerors the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to all
Units tendered hereby and accepted for payment and paid for by the Offerors,
including, without limitation, to vote in such manner as each such
attorney-in-fact and proxy or his or its substitute, in his or its sole
discretion deems proper, and otherwise act (including acting by written consent
without a meeting) with respect to, all of the Units tendered by this Letter of
Transmittal which have been accepted for payment by the Offerors prior to the
time of the vote or action. This proxy is irrevocable, coupled with an interest,
and is granted in consideration of, and is effective upon, acceptance of the
Units for payment in accordance with the terms of the Offer.
Acceptance for payment will revoke all prior proxies granted by the
undersigned with regard to those Units and the undersigned will not give any
subsequent proxies, powers of attorney or consents, with respect to those Units
(and, if given, will not be deemed effective). The undersigned understands that
the Offerors reserve the right to require that, in order for Units to be deemed
validly tendered, immediately upon the Offerors' acceptance for payment of such
Units, the Offerors are able to exercise full voting, consent and other rights
with respect to such Units, including voting at any meeting of the Partnership's
limited partners.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Units tendered
by this Letter of Transmittal and that, when those Units are accepted for
payment by the Offerors, the Offerors will acquire good, marketable and
unencumbered title to the Units, free and clear of all liens, restrictions,
charges, encumbrances (including irrevocable proxies) or adverse claims. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Offerors to be necessary or desirable to complete the sale,
assignment and transfer of the Units tendered by this Letter of Transmittal to
the Offerors. In addition, the undersigned shall promptly remit and transfer to
the Offerors, any and all Distributions issued to the undersigned on or after
August 28, 2003, in respect of the Units tendered hereby, accompanied by
appropriate documentation of transfer, and pending such remittance and transfer
or appropriate assurance thereof, the Offerors shall be, subject to applicable
law, entitled to all rights and privileges as owner of any such Distributions
and may withhold the entire purchase price or deduct from the purchase price the
amount of value thereof, as determined by the Offerors in their sole discretion.
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The authority conferred or agreed to be conferred in this Letter of
Transmittal will not be affected by, and will survive, the death or incapacity
of the undersigned, and any obligation of the undersigned under this Letter of
Transmittal or otherwise resulting from the tender of the Units to which this
Letter of Transmittal relates will be binding upon the successors, assigns,
heirs, executors, administrators and legal representatives of the undersigned.
Except as stated in the Offer to Purchase, this tender made by this Letter of
Transmittal is irrevocable.
The undersigned understands that tenders of Units pursuant to the Offer
to Purchase and the instructions to this Letter of Transmittal will constitute a
binding agreement between the undersigned and the Offerors upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or amended,
the terms or conditions of any such extension or amendment). The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Offerors may not be required to accept for payment all of the Units tendered
hereby.
Unless otherwise indicated in the box below captioned "Special Payment
Instructions," the undersigned instructs the check for the purchase price of the
Units tendered by this Letter of Transmittal to be issued in the name(s) of the
undersigned. Similarly, unless otherwise indicated in the box below captioned
"Special Delivery Instructions," the undersigned instructs the check for the
purchase price to be mailed to the undersigned at the address shown below the
undersigned's signature. If both the Special Delivery Instructions and the
Special Payment Instructions are completed, the undersigned requests that the
check for the purchase price be issued in the name of, and that the check be
delivered to the person or persons indicated. The undersigned recognizes that
the Offerors have no obligation pursuant to the Special Payment Instructions or
otherwise to transfer any tendered Units which are not accepted for payment from
the name of the registered holder of the Units to the name of another person.
Upon the terms and subject to the conditions of the Offer, if Units are
validly tendered and not properly withdrawn prior to the expiration date (as
described in the Offer to Purchase) and the purchase of all such Units would
result in there being fewer than 300 Unit holders, the Offerors will purchase
only such number of Units as will result in the Partnership having more than 300
Unit holders after the Offer (with appropriate adjustments to avoid the purchase
of fractional Units). In addition, the Offerors will only purchase Units that,
together with all Units previously assigned or transferred within the preceding
12 months, do not exceed 50% of the outstanding Units.
If more than 400 Units are validly tendered and not properly withdrawn
prior to the expiration time, the Offerors will accept for payment and pay for
only 400 Units on a pro rata basis (with appropriate adjustments to avoid the
purchase of fractional Units) from each Holder who has validly tendered Units in
the Offer based on the number of Units properly tendered by each Holder prior to
the expiration time and not properly
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withdrawn. No fractional Units will be purchased; fractional Units will be
rounded up to the nearest whole Unit.
Because of the difficulty of determining the precise number of Units
validly tendered and not properly withdrawn prior to the expiration time, the
Offerors do not expect that they will be able to announce the final results of
such proration until approximately five (5) business days after the expiration
time.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the To be completed ONLY if the check for the
purchase price of the Units purchased is to purchase price of the Units purchased is to
be issued in the name of someone other be mailed to someone other than the
than the undersigned. undersigned or to the undersigned at an
address other than that shown below the
undersigned's signature.
Issue check to: Mail check to:
Name: _____________________________ Name:_____________________________
Address:___________________________ Address:__________________________
___________________________________ __________________________________
___________________________________ __________________________________
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FIRPTA AFFIDAVIT
(See Instructions Below)
Under Section 1445(e)(5) of the Internal Revenue Code and Treas.
Reg.1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Offerors that no withholding is
required with respect to the Unit holder's Units, the person signing this Letter
of Transmittal hereby certifies the following under penalties of perjury:
(i) Unless checked here _____, the Unit holder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation,
and if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate or foreign trust (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations); and
(ii) The Unit holder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the
front or in the signature block of this Letter of Transmittal.
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Instructions to FIRPTA Affidavit. Section 1445 of the Code requires that each
Unit holder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the representations
made in the box above entitled FIRPTA Affidavit, or be subject to withholding of
tax equal to 10% of the purchase price for Units purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be claimed from the IRS. PART (i) OF THE FIRPTA
AFFIDAVIT SHOULD BE CHECKED ONLY IF THE TENDERING UNIT HOLDER IS NOT A U.S.
PERSON, AS DESCRIBED THEREIN.
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SIGN HERE
________________________________________________
________________________________________________
(Signature(s) of Owner(s))
Dated: , 2003
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
label attached hereto or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature is by a
trustee, executor,administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 6.)
Name(s)_______________________________________________________
______________________________________________________________
(Please Print)
Capacity (full title) _______________________________________
Address ______________________________________________________
______________________________________________________________
Area Code and Telephone Number _______________________________
Guarantee of Signature(s)
(If required; see Instructions 1 and 5)
Authorized Signature _________________________________________
Name(s) ______________________________________________________
Name of Firm _________________________________________________
Address ______________________________________________________
Area Code and Telephone Number _______________________________
Dated: , 2003
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AFFIDAVIT OF LOSS
The undersigned, _________________________________________________[and
___________________________________], [each] hereby declare under penalty of
perjury that:
1. I [We] are the owners of a Certificate of Limited Partnership
representing Limited Partnership Units in Casa Munras Hotel
Partners, L.P. (the "Partnership") registered in our name(s).
2. The Certificate of Limited Partnership (hereinafter called the
"Original") has been lost, stolen, destroyed or misplaced
under the following circumstances: (describe circumstances
below)
______________________________________________
______________________________________________
______________________________________________
______________________________________________
3. The Original was not endorsed.
4. I [We] have made or caused to be made diligent search for the
Original and have been unable to find or recover it; we were
the sole and unconditional owners of the Original at the time
of loss and are entitled to the full and exclusive possession
thereof; neither the Original nor our rights therein have, in
whole or in part, been assigned, transferred, hypothecated,
pledged or otherwise disposed of in any manner whatsoever, and
no person, firm or corporation other than me [us] has any
right, title, claim, equity or interest in, to, or respecting
the Original or the proceeds thereof.
5. I [We] make this affidavit for the purpose of requesting and
inducing the Partnership and its agents to issue new
securities in substitution for the Original.
6. I [We] agree that if the Original should ever come into our
hands, custody or power, I [we]will immediately and without
consideration surrender the Original to the Partnership for
cancellation.
7. I [We] agree to hold harmless and indemnify the Partnership,
its successors and assigns, partners, officers, directors,
employees and agents for any and all costs, losses and
expenses resulting from claims with
regard to the Original and in connection with the issuance of
the replacement securities.
I [We each] hereby swear that the above information is true under
penalty of perjury on this ___ day of _____, 2003.
Signature: ______________________
Name: (Please Print) ______________________
Signature: ______________________
Name: (Please Print) ______________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantees. To tender Units, indicate the number of Units
you wish to tender for sale on page 1 of the Letter of Transmittal and sign the
Letter of Transmittal on page 7. You are NOT required to have your signature(s)
guaranteed UNLESS:
(i) you are requesting that the payment for the Units you are tendering
for sale hereby is either (A) to be delivered to you at an address other than
the registered address shown on the label on page 1 of the Letter of
Transmittal or (B) to be delivered to someone other than the registered
holder(s) of the Units being tendered, or
(ii) the Units that you are tendering are held in the account of an
Eligible Institution, as defined below.
This means that if the payment is to be delivered to the registered
holder(s) and at the address shown on the label on page 1, then no signature
guarantee is required. Only if you completed the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on page 5 of
the Letter of Transmittal is a signature guarantee required.
If a signature guarantee is required, then the signature(s) must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each an
"Eligible Institution").
2. Original Certificate of Limited Partnership. If you choose to tender
your Units pursuant to the Offer, please send your original Certificate of
Limited Partnership with the Letter of Transmittal. If you cannot locate the
original Certificate, please complete and return the enclosed Affidavit of Lost
Certificate, which is located with the Letter of Transmittal materials.
3. Requirements of Delivery of Letter of Transmittal and other
Documents. For Holders to validly tender Units pursuant to the Offer, a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), with any required signature guarantees and any other
required documents must be received by the Offerors at their address set forth
herein prior to the expiration time, which is 5:00 p.m. on August 28, 2003.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE OFFERORS
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
HOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 3, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE OFFERORS. IF
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DELIVERY IS BY MAIL, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Units will be purchased. All tendering Holders, by execution of
this Letter of Transmittal (or facsimile of it), waive any right to receive any
notice of the acceptance of their Units for payment.
4. Inadequate Space. If the space provided herein is inadequate, any
required information should be listed on a separate signed schedule attached
hereto.
5. 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 label attached hereto without alteration, enlargement or any
change whatsoever.
If any of the tendered Units are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Units are registered in different names, it will
be necessary to complete, sign and submit as many separate Letters of
Transmittal. To obtain additional Letters of Transmittal, you may either make a
photocopy of this Letter of Transmittal or call the Offerors at (619) 297-4040.
If this Letter of Transmittal or any stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Offerees of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered Holder(s) of
the Units being tendered hereby, no endorsements or separate stock powers are
required, unless payment is to be made to a person other than the registered
holder(s), in which case stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Units being tendered, signatures must be guaranteed
by an Eligible Institution.
6. Transfer Taxes. Except as set forth in this Instruction 6, the
Offerors will pay or cause to be paid any transfer taxes required to be paid by
it with respect to the transfer and sale to the Offerors of Units purchased
pursuant to the Offer. If, however, payment of the purchase price is to be made
to any person other than the person(s) signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the registered holder(s) or
such person) payable on account of the transfer to such person will not be the
responsibility of the Offerors and may be deducted from the purchase price
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unless satisfactory evidence of the payment of such taxes or an exemption
therefrom is submitted.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Units tendered is to be issued in the name of a person
other than the person(s) signing this Letter of Transmittal or if the check is
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 Page 5 of this Letter of
Transmittal should be completed.
8. Requests for Assistance or Additional Copies. Questions or requests
for assistance may be directed to, or additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from, the Offerors at the address
and telephone number set forth above.
9. Waiver of Conditions. The conditions of the Offer may be waived by
the Offerors in whole or in part at any time and from time to time in their sole
discretion, except where provided otherwise in the Offer to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE OFFERORS PRIOR
TO THE EXPIRATION TIME.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE OFFERORS AT THE ADDRESS
AND TELEPHONE NUMBER ON PAGE 2 OF THE LETTER OF TRANSMITTAL.
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CHECKLIST FOR TENDERING UNITS
[ ] If you wish to tender fewer than all of your Units, indicate the number
of Units you wish to tender on page 1 of the Letter of Transmittal.
[ ] If you want the payment sent to you at a different address, complete the
Special Delivery Instructions at page 5 of the Letter of Transmittal. You must
have your signature(s) at page 7 guaranteed.
[ ] If you want the payment sent to another person than the registered Unit
holder(s), complete the Special Payment Instructions and the Special Delivery
Instructions at page 5 of the Letter of Transmittal. You must have your
signature(s) at page 7 guaranteed.
[ ] If you are a U.S. person, and your name or address is incorrect on page 1
of the Letter of Transmittal, please correct it, as you will be signing the
FIRPTA Affidavit by signing the Letter of Transmittal. If you are not a U.S.
citizen or a resident alien for purposes of U.S. income taxation, or if you are
a foreign corporation, foreign partnership, foreign estate or foreign trust
under U.S. federal tax laws, check the appropriate box on the FIRPTA Affidavit
on page 6 of the Letter of Transmittal.
[ ] Sign the Letter of Transmittal at page 7, exactly as your name(s) appears
on the label on page 1. If there has been an error in your name on page 1,
contact the Offerors.
[ ] If you cannot locate your original Certificate of Limited Partnership,
complete and sign the Affidavit of Loss.
[ ] Mail or fax your completed Letter of Transmittal and related documents to
Ronald A. Young
8885 Rio San Diego Drive, Suite 220
San Diego, CA 92108
By facsimile transmission:
(619) 297-4084
Confirm facsimile by telephone:
(619) 297-4040
[ ] Deadline for RECEIPT of materials is 5:00 P.M., LOS ANGELES TIME, ON
THURSDAY, AUGUST 28, 2003.
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