Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender Preferred Depositary Units
Representing Preferred Limited Partners' Interests
in
FORUM RETIREMENT PARTNERS, L.P.
Pursuant to the Offer to Purchase
dated October 2, 1995
by
FORUM GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, OCTOBER 31, 1995, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail, Hand or Overnight By Facsimile Transmission:
Courier:
(For Eligible Institutions Only)
American Stock Transfer & Trust (718) 234-5001
Company For Confirmation:
40 Wall Street, 46th Floor (718) 921-8200
New York, New York 10005
Delivery of this instrument to an address other than as set forth
above, or transmission of instructions to a facsimile number other than as
set forth above, will not constitute a valid delivery.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
This Letter of Transmittal is to be used if (i) depositary receipts
("Depositary Receipts") representing Units (as defined below) are to be
delivered herewith or (ii) unless an Agent's Message (as defined in the
Offer to Purchase (as defined below)) is utilized, if delivery of the Units
is to be made by book-entry transfer to the account maintained by the
Depositary at The Depository Trust Company, Midwest Securities Trust
Company, or Philadelphia Depository Trust Company (collectively, the "Book-
Entry Transfer Facilities") as set forth under the caption "The Offer --
Procedure for Tendering Units" in the Offer to Purchase.
Unitholders who desire to tender Units and who cannot deliver their
Depositary Receipts (as defined in the Offer to Purchase) and all other
required documents to the Depositary on or prior to the Expiration Date (as
defined in the Offer to Purchase), or who cannot complete the procedure for
book-entry transfer of such Units on a timely basis, must tender their
Units pursuant to the guaranteed delivery procedure set forth under the
caption "The Offer -- Procedure for Tendering Units" in the Offer to
Purchase. See Instruction 2.
The name(s) and address(es) of the registered holder(s) should be
printed below, if they are not already printed below, exactly as they
appear on the Depositary Receipt(s) representing the Units tendered
herewith. The Depositary Receipt(s) and the number of Units that the
registered holder(s) wish(es) to tender should be indicated in the
appropriate boxes below.
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DESCRIPTION OF UNITS TENDERED
(See Instructions)
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Name(s) and Address(es) of Registered Units Tendered
Holder(s) (Attach additional list if
(Please fill in exactly as name(s) necessary)
appear(s) on certificate(s))
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Number
of Units
Depositary Represented Number of
Receipt by Units
Number(s)* Depositary Tendered**
Receipt(s)*
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Total units
*Need not be completed by Unitholders delivering Units by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Units
represented by any Depositary Receipts delivered to the Depositary
are being tendered. See Instruction 4.
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/ / CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER UNITS BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution
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Check box of applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number
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Transaction Code Number
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/ / 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 Owner(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guaranteed Delivery
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If delivered by book-entry transfer, check box of applicable Book-Entry
Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number
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Transaction Code Number (if delivered by Book-Entry Transfer)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Forum Group, Inc., an Indiana
corporation (the "Purchaser"), the above-described preferred depositary
units (the "Units") representing preferred limited partners' interests in
Forum Retirement Partners, L.P., a Delaware limited partnership (the
"Partnership"), pursuant to the Purchaser's offer to purchase any and all
outstanding Units at $2.50 per Unit, net to the seller in cash, on the
terms and subject to the conditions set forth in the Offer to Purchase
dated October 2, 1995 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute
the "Offer").
Subject to and effective upon acceptance for payment of the Units
tendered herewith in accordance with the terms 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 or upon the order of the Purchaser all right, title, and
interest in and to all of the Units that are being tendered hereby and any
and all distributions (including without limitation the issuance of
additional Units, other securities, or rights for the purchase of any
security and/or property) in respect of such Units that are declared or
paid on or after September 22, 1995 and are payable or distributable to
Unitholders of record on a date prior to the transfer into the name of the
Purchaser or its nominees or transferees on the Partnership's transfer
records of the Units accepted for payment pursuant to the Offer
(collectively, "Distributions"), and hereby irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Units (and any Distributions), with
full power of substitution and resubstitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Depositary Receipts representing such Units (and any Distributions), or
transfer ownership of such Units (and any Distributions) on the account
books maintained by a Book-Entry Transfer Facility, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchaser; (ii) present Depositary Receipts
representing such Units (and any Distributions) for transfer on the books
of the
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Partnership; and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units (and any Distributions), all
in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Peter P. Copses, Mark L.
Pacala, and Robert A. Whitman, and each of them, or any other designee of
the Purchaser, the attorneys and proxies of the undersigned, each with full
power of substitution, to vote in such manner as each such attorney and
proxy or his substitute shall in his sole discretion deem proper, to
execute any written consent as each such attorney and proxy or his
substitute shall in his sole discretion deem proper and otherwise to act
with respect to all of the Units (and any Distributions) tendered hereby
which have been accepted for payment by the Purchaser prior to the time of
such vote, consent, or other action. This power of attorney and proxy is
coupled with an interest in the Units tendered hereby, is irrevocable, and
is granted in consideration of, and is effective upon, the acceptance for
payment of such Units by the Purchaser in accordance with the terms of the
Offer. Such acceptance for payment shall revoke all powers of attorney and
proxies given by the undersigned at any time with respect to such Units
(and any Distributions) and no subsequent powers of attorney or proxies
will be given with respect thereto by the undersigned (and, if given, will
be deemed ineffective). The undersigned understands that the Purchaser
reserves the right to require that, in order for Units to be validly
tendered, immediately upon the Purchaser's acceptance for payment of such
Units, the Purchaser must be able to exercise full voting rights and other
rights of a record and beneficial holder with respect to such Units and any
securities received through Distributions, including without limitation
voting at a meeting of Unitholders or acting by written consent.
The undersigned hereby represents and warrants that: (i) the
undersigned has full power and authority to tender, sell, assign, and
transfer the Units tendered hereby; and (ii) 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, and encumbrances, and the same will not be subject to any adverse
claim. The undersigned, upon request, will execute and deliver any
additional documents the Depositary or the Purchaser deems necessary or
desirable to complete the assignment, transfer, and purchase of the Units
(and any Distributions) tendered hereby. In addition, the undersigned will
promptly remit and transfer to the Depositary for the account of the
Purchaser any and all Distributions in respect of the Units tendered
hereby, accompanied by appropriate documentation of transfer and, pending
remittance or appropriate assurance thereof, the Purchaser will be 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 of
Units tendered hereby the amount or value thereof, as determined by the
Purchaser in its sole discretion.
The undersigned agrees and acknowledges that, upon acceptance for
payment of the Units tendered hereby by the Purchaser in accordance with
the terms of the Offer, the undersigned will be deemed to have released the
Purchaser, Forum Retirement, Inc., the general partner of the Partnership,
and their respective stockholders, affiliates, directors, officers,
employees, agents, and representatives from any and all claims, causes of
action, and liabilities, known or unknown, arising from or relating to the
business and affairs of, or any transactions by or involving, or the
purchase and ownership of securities of, the Partnership, from the
beginning of time through the date on which the Units tendered herewith are
accepted for payment in accordance with the terms of the Offer, including
without limitation any claim, cause of action, or liability arising from or
relating to the subject matter of the litigation described in the Offer to
Purchaser under the caption "Special Factors -- Certain Litigation against
the Purchaser and the General Partner." As described in the Offer to
Purchase, tendering Unitholders may be waiving significant rights,
including their right to participate in any judgment for monetary damages
or in any monetary or other settlement.
The undersigned understands that the valid tender of Units pursuant to
any one of the procedures described under the caption "The Offer --
Procedure for Tendering Units" in the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser on the terms and subject to the conditions of
the Offer. The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, the Purchaser may terminate or amend
the Offer or may not be required to accept for payment any of the Units
tendered herewith.
All authority herein conferred or herein agreed to be conferred shall
not be affected by, and 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.
Please issue the check for the purchase price of the Units purchased in
the name(s) of the undersigned. Unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price and/or
any Depositary Receipt(s) evidencing any Units not tendered or not accepted
for payment (and accompanying documents, as appropriate) to the undersigned
at the address appearing below the undersigned's signature. In the case of
book-entry delivery of Units, please credit the account maintained by the
Book-Entry Transfer Facility indicated above with any Units not accepted
for payment.
IF ANY SURRENDERED UNITS ARE REGISTERED IN DIFFERENT NAMES, IT WILL BE
NECESSARY TO COMPLETE, SIGN, AND SUBMIT AS MANY SEPARATE COPIES OF THIS
LETTER OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS.
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SPECIAL DELIVERY INSTRUCTIONS
(Also Complete Substitute W-9 and FIRPTA Affidavit Below)
(See Instructions 1, 3, and 5)
To be completed ONLY if Depositary Receipts representing Units not
tendered or not accepted for payment and/or the check for the purchase
price of Units accepted for payment are to be sent to someone other
than the undersigned or to the undersigned at an address other than
that appearing below the undersigned's signature.
Mail: [ ] Check and/or [ ] Depositary Receipt(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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PLEASE SIGN HERE
(Also Complete Substitute W-9 and FIRPTA Affidavit Below)
(See Instructions 1, 2, and 3 and the following paragraph)
X ,
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X ,
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Signature(s) of Owner(s) Date
Area Code and Tel. No.:
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(Must be signed by the registered holder(s) exactly as the name(s)
appear(s) on the Depositary Receipt(s) representing Units or on a
security position listing or by person(s) authorized to become
registered holder(s) by Depositary Receipts and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, officer, or other person acting in a fiduciary or
representative capacity, please describe such capacity (e.g., set forth
full title). See Instructions 2 and 3.)
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 1)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address)
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(Area Code and Telephone No.)
Dated:
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signature(s). No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) of the Units (which term, for purposes of this
document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of such
Units) tendered herewith, unless such holder(s) has completed the box
entitled "Special Delivery Instructions" above or (b) such Units are
tendered for the account of a financial institution that is a participant
in the Securities Transfer Agents Medallion Program, the Stock Exchange
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program (each an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 3.
2. Delivery of this Letter of Transmittal and the Unit(s). This Letter of
Transmittal is to be completed by Unitholders either if Depositary Receipts
are to be forwarded herewith or, unless an Agent's Message is utilized, if
delivery of Units is to be made pursuant to the procedures for book-entry
transfer set forth under the caption "The Offer -- Procedure for Tendering
Units" in the Offer to Purchase. For Units to be validly tendered pursuant
to the Offer, (a) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees,
or an Agent's Message in the case of a book-entry transfer, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at its address set forth herein and either Depositary Receipts
in proper form for transfer must be received by the Depositary at such
address or a book-entry transfer of such Units into the Depositary's
account at a Book-Entry Transfer Facility must be confirmed, in each case
prior to the Expiration Date (as defined in the Offer to Purchase) or (b)
the tendering Unitholder must comply with the guaranteed delivery procedure
set forth below.
Unitholders whose Depositary Receipts are not immediately available or
who cannot deliver their Depositary Receipts and all other required
documents to the Depositary on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Units pursuant to the guaranteed delivery procedures set
forth under the caption "The Offer -- Procedure for Tendering Units" in the
Offer to Purchase. Pursuant to such procedures, (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 the Purchaser, must be received by the Depositary prior to the
Expiration Date, and (iii) the Depositary Receipts for all physically
delivered Units in proper form for transfer, or book-entry transfer of such
Units into the Depositary's account at a Book-Entry Transfer Facility, as
the case may be, together with a properly completed and duly executed
Letter of Transmittal or facsimile thereof, with any required signature
guarantees, or an Agent's Message in the case of a book-entry transfer, and
any other documents required by this Letter of Transmittal, must be
received by the Depositary within five business days after the date of such
Notice of Guaranteed Delivery, all as provided in the Offer to Purchase
under the caption "The Offer -- Procedure for Tendering Units." This Letter
of Transmittal is to be completed by Unitholders either if Depositary
Receipts are to be forwarded herewith or if delivery of Units is to be made
pursuant to the procedures for book-entry transfer set forth under the
caption "The Offer -- Procedure for Tendering Units" in the Offer to
Purchase.
The method of delivery of Units and all other required documents is at
the election and risk of the tendering Unitholder. If delivery is by mail,
registered mail with return receipt requested, properly insured, is
recommended.
No alternative, conditional, or contingent tenders will be accepted and
no fractional Units will be purchased. All tendering Unitholders, by
execution of this Letter of Transmittal (or facsimile hereof), waive any
right to receive any notice of the acceptance of their Units for payment.
None of the Purchaser, the Depositary, the Information Agent, or any other
person is obligated to give notice of defects or irregularities in any
tender, nor will any of them incur any liability for failure to give any
such notice.
3. Signature(s) on Letter of Transmittal; Endorsement(s) and Instruments of
Transfer. (a) If this Letter of Transmittal is signed by the registered
holder(s) of the Units tendered hereby, the signature(s) must correspond
with the name(s) as written on the face of the Depositary Receipts without
alteration, enlargement, or any change whatsoever.
(b) If any of the Unit(s) are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.
(c) If any of the Unit(s) are registered in different names on several
Depositary Receipts, it will be necessary to complete, sign, and submit as
many separate Letters of Transmittal and any necessary accompanying
documents as there are different registrations of Depositary Receipts.
(d) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Depositary Receipts listed, the Depositary
Receipts must be endorsed or accompanied by appropriate written instruments
of transfer satisfactory to the Depositary, and in either case, signed
exactly as the name(s) of the registered holder(s)
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appear(s) on such Depositary Receipts. Signatures on any such Depositary
Receipts or written instruments of transfer must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or any Depositary Receipts or
written instruments of transfer 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 the
Purchaser of the authority of such person to so act must be submitted with
this Letter of Transmittal.
4. Partial Tenders. (Not applicable to Unitholders who tender by book-
entry transfer.) If fewer than all the Units evidenced by any Depositary
Receipts submitted are to be tendered, fill in the number of Units that are
to be tendered in the box entitled "Number of Units Tendered." In such
case, new Depositary Receipt(s) for the remainder of the Units that were
evidenced by the Depositary Receipt(s) will be issued in the name of the
person signing this Letter of Transmittal and, unless otherwise provided in
the box of this Letter of Transmittal entitled "Special Delivery
Instructions," will be mailed to the person signing this Letter of
Transmittal at the address set forth below such person's signature. All
Units represented by Depositary Receipts delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. Special Delivery Instructions. If Depositary Receipts representing
Units not tendered or not accepted for payment and/or the check for the
purchase price of Units accepted for payment are to be sent to someone
other than the person signing this Letter of Transmittal or to the person
signing the Letter of Transmittal at an address other than that set forth
below such person's signature, the box of this Letter of Transmittal
entitled "Special Delivery Instructions" should be completed.
6. Transfer Taxes. The Purchaser will pay all transfer taxes, if any,
applicable to the transfer of Units to it pursuant to the Offer. If,
however, tendered Depositary Receipts are registered in the name of any
person(s) other than the person(s) signing this Letter of Transmittal, and
accordingly the check for the purchase price is to be issued, or Depositary
Receipts for Units not tendered or not accepted for payment are to be
registered, in the name of the person(s) signing this Letter of Transmittal
and not the registered holder(s), the amount of any transfer taxes (whether
imposed on the registered holder(s) or the person(s) signing this Letter of
Transmittal) payable on account of the transfer to the person(s) signing
this Letter of Transmittal will be deducted from the purchase price unless
satisfactory evidence of payment of such taxes, or exemption therefrom, is
submitted. Except as provided in this Subsection 6, it will not be
necessary for transfer tax stamps or funds to cover such stamps to be
provided with this Letter of Transmittal.
7. Waiver of Conditions. The Purchaser reserves the absolute right to
waive any of the specified conditions to the Offer.
8. Mutilated, Lost, Stolen, or Destroyed Depositary Receipts. If any
Depositary Receipt representing Units has been mutilated, lost, stolen, or
destroyed, the Unitholder should promptly notify the Depositary as
indicated above for further instructions.
9. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of this Letter of Transmittal, the
Notice of Guaranteed Delivery, and Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 should be directed to
MacKenzie Partners, Inc., the Information Agent for the Offer, at the
telephone numbers and address set forth below or from your broker, dealer,
commercial bank, trust company, or other nominee.
IMPORTANT TAX INFORMATION
Backup Withholding. Federal income tax law requires that a Unitholder
whose tendered Units are accepted for payment provide the Depositary with
such Unitholder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which in the case of a surrendering Unitholder who is
an individual is his or her social security number, and to certify that the
Unitholder is not subject to backup withholding. If the Depositary is not
provided with the correct TIN, such Unitholder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
payments that are made to such Unitholder may be subject to 31% backup
withholding.
Certain Unitholders (including, among others, corporations and certain
foreign persons) are not subject to backup withholding and reporting
requirements and should indicate their status by writing "exempt" across
the face of the Substitute Form W-9. In order for a foreign person to
qualify as an exempt recipient, the Unitholder must submit a Form W-8,
signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
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If backup withholding applies, the Depositary is required to withhold
31% of any payment made to the Unitholder. 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 such withholding.
If backup withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
Purpose of Substitute Form W-9. To prevent backup withholding, each
Unitholder tendering Units must provide such Unitholder's correct TIN by
completing the form below, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such Unitholder is awaiting a TIN)
and that the Unitholder is not subject to backup withholding because (i)
the Unitholder is exempt from backup withholding, or (ii) the Unitholder
has not been notified by the IRS that the Unitholder is subject to backup
withholding as a result of a failure to report all interest or dividends,
or (iii) the IRS has notified the Unitholder that the Unitholder is no
longer subject to backup withholding.
The Unitholder is required to give the TIN (e.g., the social security
number or employer identification number) of the record owner of the
tendered Units or of the most recent transferee of the tendered Units as
evidenced by endorsements on the Depositary Receipts representing such
Units or any accompanying instruments of transfer. If the Units are in
more than one name or are not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional information on which TIN to report.
The box in Part 2 of the Substitute Form W-9 may be checked if you have not
been issued a TIN and have applied for a TIN or intend to apply for a TIN
in the near future. If the box in Part 2 is checked and the Depositary is
not provided with a TIN within 60 days, backup withholding will begin and
continue until you furnish your TIN to the Depositary.
FIRPTA Withholding. To avoid potential withholding of tax in an amount
equal to 10% of the purchase price of Units accepted for payment, including
the amount of any liabilities of the Partnership allocable to such Units,
each Unitholder must provide the Depositary with an affidavit (the "FIRPTA
Affidavit") stating under penalty of perjury such Unitholder's TIN, that
the Unitholder is not a foreign person, and such person's address. FIRPTA
Affidavits for both individuals and entities are set forth below.
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PAYOR'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
SUBSTITUTE PART 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND TIN:
CERTIFY BY SIGNING AND DATING BELOW ---------------------
Form W-9 Social Security Number
or Employee
Identification Number
Department of the Treasury
PART 2-
Internal Revenue Service Awaiting TIN / /
PART 3-CERTIFICATION: Under the 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) and (2) I am not subject to backup withholding
because (a) I am exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "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 am no longer subject to backup withholding. (You
Payor's Request for Taxpayer must cross out Item (2) above if you have been notified by the IRS that you
Identification Number (TIN) are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification
from the IRS that you are no longer subject to backup withholding, do not cross
out Item (2).)
Signature: Date:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT
TO THE OFFER. PLEASE REVIEW THE 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 CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
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 by the time of payment, 31% of all
reportable payments made to me will be withheld, but that such withheld amounts will be paid to me if I provide a taxpayer
identification number within 60 days from the date of this certificate.
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Signature Date
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FIRPTA Non-Foreign Unitholder Certificate:
for Individual Use
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 percent of the
amount realized with respect to certain transfers of an interest in a
partnership in which 50 percent of more of the value of the gross assets
consists of U.S. real property interests plus cash or cash equivalents if
the holder of the partnership interest is a foreign person. To inform the
Purchaser that no withholding is required with respect to my interest in
the Partnership, I, ______________________________ (name of Unitholder),
hereby certify the following:
1. I am a U.S. resident for purposes of U.S. income taxation
(as that term is defined in the Internal Revenue Code and Income Tax
Regulations);
2. My U.S. taxpayer identification number (Social Security
Number) is _____-_____-_______;
and
3. My home address is
_____________________________________________________________.
Under penalty of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true,
correct, and complete.
Signed:
___________________________________________
Print Name:
_______________________________________
Dated:
____________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF
10% OF THE AMOUNT REALIZED BY YOU PURSUANT TO THE OFFER.
In case of problem, the Depositary should contact:
Name:______________________________________
Telephone Number: (____)_____________________
-10-
FIRPTA Non-Foreign Unitholder Certificate:
for Entity Unitholder Use
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 percent of the
amount realized with respect to certain transfers of an interest in a
partnership in which 50 percent of more of the value of the gross assets
consists of U.S. real property interests plus cash or cash equivalents if
the holder of the partnership interest is a foreign person. To inform the
Purchaser that no withholding is required with respect to the undersigned's
interest in it, the undersigned hereby certifies the following on behalf of
the undersigned:
1. The undersigned is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations);
2. The undersigned's U.S. employer identification number is
__________________________; and
3. The undersigned's office and place of incorporation (if
applicable) is/are
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.
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Under penalty of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true,
correct, and complete, and I further declare that I have authority to sign
this document of behalf of the undersigned.
Name of Entity:
____________________________________
Signed:
___________________________________________
Print Name:
_______________________________________
Title:
_____________________________________________
Dated:
____________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF
10% OF THE AMOUNT REALIZED BY YOU PURSUANT TO THE OFFER.
In case of problem, the Depositary should contact:
Name:______________________________________
Telephone Number: (____)_____________________
Name of Entity: _____________________________
-11-
Any questions or requests for assistance or additional copies of the
Offer to Purchase, this Letter of Transmittal, and the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers
and address set forth below. You may also contact your broker, dealer,
commercial bank, trust company, or other nominee for assistance this Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll Free (800) 322-2885