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AIMCO
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP IN
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED JULY 24, 2000 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON SEPTEMBER 15, 2000 UNLESS EXTENDED (THE "EXPIRATION DATE").
THE OFFER PRICE IS $4,228
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SIGNATURE BOX
(SEE INSTRUCTION 2)
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Please sign exactly as your name is printed below. For joint owners, each
joint owner must sign. (See Instruction 2).
The signatory hereto hereby represents, warrants and agrees as set forth
in this Letter of Transmittal and tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C are true.
X
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(Signature of Owner)
X
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(Signature of Joint Owner)
Name and Capacity (if other than individuals):
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Title:
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Address:
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(City) (State) (Zip)
Area Code and Telephone No. (Day):
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(Evening):
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DESCRIPTION OF UNITS TENDERED
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Name(s) and Address(es). Number of Units Owned and Tax Identification
Number of Registered Holder(s) (Please indicate changes or corrections to the Total Number of Units Tendered
name, address and tax identification number printed below.) (#)
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[ ] Check box if the units have been tendered in another tender offer.
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SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 2)
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YOU DO NOT NEED TO HAVE YOUR SIGNATURE GUARANTEED UNLESS YOU ARE A TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION
OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY.
Name and Address of Eligible Institution:
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Authorized Signature: X
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Name:
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Title: Date:
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 7 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
signatory.
[ ] Issue consideration to:
Name
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(Please Type or Print)
Address
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(Include Zip Code)
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(Tax Identification or Social Security No.)
(See Substitute Form W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 7 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the signatory or to the signatory at an address other than that shown above.
[ ] Mail consideration to:
Name
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(Please Type or Print)
Address
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(Include Zip Code)
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TAX CERTIFICATIONS
(SEE INSTRUCTION 4)
By signing the Letter of Transmittal in the Signature Box, the unitholder
certifies as true under penalty of perjury, the representations in Boxes A, B
and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.
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BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)
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The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:
(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the
front of this Letter of Transmittal is the correct TIN of the unitholder,
unless the Units are held in an Individual Retirement Account ("IRA"); or if
this box [ ] is checked, the unitholder has applied for a TIN. If the
unitholder has applied for a TIN, a TIN has not been issued to the unitholder,
and either (a) the unitholder has mailed or delivered an application to receive
a TIN to the appropriate IRS Center or Social Security Administration Office,
or (b) the unitholder intends to mail or deliver an application in the near
future (it being understood that if the unitholder does not provide a TIN to
the Purchaser, 31% of all reportable payments made to the unitholder will be
withheld); and
(ii) Unless this box [ ] is checked, the unitholder is not subject to
backup withholding either because the unitholder: (a) is exempt from backup
withholding; (b) 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 (c) has been notified by the IRS that such unitholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) above, only if you are unable to certify
that the unitholder is not subject to backup withholding.
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BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)
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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 Purchaser that no
withholding is required with respect to the unitholder's Units in the
Partnership, the person signing this Letter of Transmittal hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is checked, the unitholder, 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);
(ii) The unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;
(iii) The unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the front of this
Letter of Transmittal.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)
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By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the unitholder is an "exempt
foreign person" for purposes of the Backup Withholding rules under the U.S.
Federal income tax laws, because the unitholder has the following
characteristics:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in
the U.S. for a total of 183 days or more during the calendar
year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or
business that has effectively connected gains from
transactions with a broker or barter exchange.
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To participate in the offer, you must send a duly completed and executed copy
of this Letter of Transmittal and any other documents required by this Letter
of Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to the Expiration Date,
unless extended. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED DOCUMENTS TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
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IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP PLEASE SEND IT TO THE INFORMATION
AGENT WITH THIS LETTER OF TRANSMITTAL.
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FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE).
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
The signatory hereto hereby acknowledges that he or she has received and
reviewed (i) the Purchaser's Offer to Purchase, dated the date set forth above,
relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase
Limited Partnership Interests (the "Units") in the Partnership and (ii) this
Letter of Transmittal and the Instructions hereto, as each may be supplemented
or amended from time to time (collectively, the "Offer").
Upon the terms and subject to the conditions set forth in the Offer, and
this Letter of Transmittal, the signatory hereto hereby tenders to the
Purchaser the Units set forth in the box above entitled "Description of Units
Tendered", including all interests in any limited partnership represented by
such units (collectively, the "Units"), at the price indicated on the Offer and
any Supplement thereto, less the amount of distributions, if any, made by the
Partnership from the Offer Date until the Expiration Date (the "Offer Price"),
net to the signatory in cash, without interest.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the signatory hereto
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the signatory's interest in the capital of the
Partnership, and the signatory's interest in all profits, losses and
distributions of any kind to which the signatory shall at any time be entitled
in respect of the Units, including, without limitation, distributions in the
ordinary course, distributions from sales of assets, distributions upon
liquidation, winding-up, or dissolution, payments in settlement of existing or
future litigation, and all other distributions and payments from and after the
Expiration Date of the Offer, in respect of the Units tendered by the signatory
and accepted for payment and thereby purchased by the Purchaser; (ii) all other
payments, if any, due or to become due to the signatory in respect of the
Units, under or arising out of the agreement and certificate of limited
partnership of the Partnership (the "Partnership Agreement"), or any agreement
pursuant to which the Units were sold (the "Purchase Agreement"), whether as
contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of the signatory's claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if any, under or
arising out of the Partnership Agreement or Purchase Agreement or the
signatory's ownership of the Units, including, without limitation, all voting
rights, rights of first offer, first refusal or similar rights, and rights to
be substituted as a limited partner of the Partnership; and (iv) all present
and future claims, if any, of the signatory against the Partnership, the other
partners of the Partnership, or the general partner and its affiliates, under
or arising out of the Partnership Agreement, the Purchase Agreement, the
signatory's status as a limited partner, or the terms or conditions of the
Offer, for monies loaned or advanced, for services rendered, for the management
of the Partnership or otherwise.
By executing the letter of transmittal, you are irrevocably appointing us
and our designees as your proxy, in the manner set forth in the letter of
transmittal, each with full power of substitution, to the fullest extent of the
your rights with respect to the units tendered by you and accepted for payment
by us. Each such proxy shall be considered coupled with an interest in the
tendered units. Such appointment will be effective when, and only to the extent
that, we accept the tendered unit for payment. Upon such acceptance for
payment, all prior proxies given by you with respect to the units will, without
further action, be revoked, and no subsequent proxies may be given (and if
given will not be effective). We and our designees will, as to those units, be
empowered to exercise all voting and other rights as a limited partner as we,
in our sole discretion, may deem proper at any meeting of limited partners, by
written consent or otherwise. We reserve the right to require that, in order
for units to be deemed validly tendered, immediately upon our acceptance for
payment of the units, we must be able to exercise full voting rights with
respect to the units, including
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voting at any meeting of limited partners then scheduled or acting by written
consent without a meeting. By executing the letter of transmittal, you agree to
execute all such documents and take such other actions as shall be reasonably
required to enable the units tendered to be voted in accordance with our
directions. The proxy granted by you to us will remain effective and be
irrevocable for a period of ten years following the termination of our offer.
The signatory hereto hereby irrevocably constitutes and appoints the
Purchaser and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the signatory with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units on any matter submitted for the consent or approval of holders of
such units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of,
the Purchaser, to sign any and all documents necessary to authorize the
transfer of the Units to the Purchaser including, without limitation, the
"Transferor's (Seller's) Application for Transfer" created by the National
Association of Securities Dealers, Inc., if required, and upon receipt by the
Information Agent (as the signatory 's agent) of the Offer Price, to become a
substitute limited partner, to receive any and all distributions made by the
Partnership from and after the Expiration Date of the Offer (regardless of the
record date for any such distribution), and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units, all in
accordance with the terms of the Offer. This appointment shall be effective
upon the purchase of the Units by the Purchaser as provided in the Offer and
shall be irrevocable for a period of ten years following the termination of the
Offer. Upon the purchase of Units pursuant to the Offer, all prior powers of
attorney given by the signatory hereto with respect to such Units will be
revoked and no subsequent proxies or consents may be given (and if given will
not be deemed effective).
In addition to and without limiting the generality of the foregoing, the
signatory hereto hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the signatory's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of the Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partner to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees not
to exercise any rights pertaining to the Units without the prior consent of the
Purchaser; and (iv) requests and consents to the transfer of the Units, to be
effective on the books and records of the Partnership as of the effective date
set forth in the Offer.
The signatory hereto irrevocably constitutes and appoints the Purchaser and
any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the signatory with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to withdraw any or all of such Units that have been
previously tendered in response to any tender or exchange offer provided that
the price per unit being offered by the Purchaser is equal to or higher than
the price per unit being offered in the other tender or exchange offer. This
appointment is effective upon execution and receipt and shall continue to be
effective unless and until such Units are withdrawn from the offer by the
signatory prior to the Expiration Date.
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NOTWITHSTANDING ANY PROVISION IN A PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE SIGNATORY HERETO HEREBY DIRECTS EACH GENERAL
PARTNER OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER
ACCEPTS THE TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE.
Subject to and effective upon acceptance for payment of any Unit tendered
hereby, the signatory hereby requests that the Purchaser be admitted to the
Partnership as a substitute limited partner under the terms of the Partnership
Agreement. Upon request, the signatory will execute and deliver additional
documents deemed by the Information Agent or the Purchaser to be necessary or
desirable to complete the assignment, transfer and purchase of Units tendered
hereby and will hold any distributions received from the Partnership after the
Expiration Date in trust for the benefit of the Purchaser and, if necessary,
will promptly forward to the Purchaser any such distributions immediately upon
receipt. The Purchaser reserves the right to transfer or assign, in whole or in
part, from time to time, to one or more of its affiliates, 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 unitholders to receive payment for Units
validly tendered and accepted for payment pursuant to the Offer.
By executing this Letter of Transmittal, the signatory hereto represents
that either (i) the signatory is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101
of any such plan, or (ii) the tender and acceptance of Units pursuant to the
Offer will not result in a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.
The signatory hereto understands that a tender of Units to the Purchaser
will constitute a binding agreement between the signatory and the Purchaser
upon the terms and subject to the conditions of the Offer. The signatory
recognizes that under certain circumstances set forth in the Offer, the
Purchaser may not be required to accept for payment any or all of the Units
tendered hereby. In such event, the signatory understands that any Letter of
Transmittal for Units not accepted for payment may be returned to the signatory
or destroyed by the Purchaser (or its agent). THIS TENDER IS IRREVOCABLE,
EXCEPT THAT UNITS TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE, OR UNLESS ALREADY ACCEPTED FOR PAYMENT, ANY TIME
AFTER 60 DAYS FROM THE OFFER DATE.
THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP. THE SIGNATORY HERETO HAS MADE HIS OR HER
OWN DECISION TO TENDER UNITS.
The signatory hereto hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the signatory owns the Units tendered hereby
and has full power and authority and has taken all necessary action to validly
tender, sell, assign, transfer, convey and deliver 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.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the signatory hereto, and any obligations of the
signatory shall be binding upon the heirs, personal representatives, trustees
in bankruptcy, legal representatives, and successors and assigns of the
signatory.
The signatory hereto further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate")
is not delivered by the signatory together with this Letter of Transmittal, (i)
the signatory represents and warrants to the Purchaser that the signatory has
not sold,
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transferred, conveyed, assigned, pledged, deposited or otherwise disposed of
any portion of the Units, (ii) the signatory has caused a diligent search of
its records to be taken and has been unable to locate the original certificate,
(iii) if the signatory shall find or recover the original certificate
evidencing the Units, the signatory will immediately and without consideration
surrender it to the Purchaser; and (iv) the signatory shall at all times
indemnify, defend, and save harmless the Purchaser and the Partnership, its
successors, and its assigns from and against any and all claims, actions, and
suits whether groundless or otherwise, and from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees, and
other expenses of every nature and character by reason of honoring or refusing
to honor the original certificate when presented by or on behalf of a holder in
due course of a holder appearing to or believed by the partnership to be such,
or by issuance or delivery of a replacement certificate, or the making of any
payment, delivery, or credit in respect of the original certificate without
surrender thereof, or in respect of the replacement certificate.
If we have or do provide for a subsequent offering period in the Offer,
this letter of transmittal should be used to tender Units in the subsequent
offering period. Notwithstanding any other provision hereof, the term
Expiration Date when used herein for any Units tendered during the subsequent
offering period will mean the date the subsequent offering period terminates.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NO WITHDRAWAL RIGHTS WILL APPLY
DURING ANY SUBSEQUENT OFFERING PERIOD.
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INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Letter of Transmittal (or facsimile thereof) and any other required
documents must be received by the Information Agent at one of its
addresses (or its facsimile number) set forth herein before the date and
time of the Expiration Date, unless extended. To ensure receipt of the
Letter of Transmittal and any other required documents, it is suggested
that you use overnight courier delivery or, if the Letter of Transmittal
and any other required documents are to be delivered by United States
mail, that you use certified or registered mail, return receipt
requested.
Our records indicate that you own the number of Units set forth in the
box above entitled "Description of Units Tendered" under the column
entitled "Name(s), Address(es), Number of Units Owned and Tax
Identification Number of Registered Holder(s)." If you would like to
tender only a portion of your Units, please so indicate in the space
provided in the box above entitled "Description of Units Tendered."
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL, INCLUDING
TAX CERTIFICATIONS (BOXES A, B, AND C).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing the
Letter of Transmittal, to tender Units, unitholders must sign at the "X" in the
Signature Box of the Letter of Transmittal. The signature(s) must correspond
exactly with the names printed (or corrected) on the front of the Letter of
Transmittal. NO SIGNATURE GUARANTEE ON THE LETTER OF TRANSMITTAL IS REQUIRED IF
THE LETTER OF TRANSMITTAL IS SIGNED BY THE UNITHOLDER (OR BENEFICIAL OWNER IN
THE CASE OF AN IRA). If any tendered Units are registered in the names of two
or more joint owners, all such owners must sign this Letter of Transmittal.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the beneficial
owner should sign in the Signature Box and no signature guarantee is required.
Similarly, no signature guarantee is required if Units are tendered for the
account of a member firm of a registered national security exchange, a member
firm of the National Association of Securities Dealers, Inc. or a commercial
bank, savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution").
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary or
representative capacity must sign at the "X" in the Signature Box and have
their signatures guaranteed by an Eligible Institution by completing the
signature guarantee set forth in the Letter of Transmittal. If the Letter of
Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of a corporation, authorized partners of a
partnership or others acting in a fiduciary or representative capacity, such
persons should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence satisfactory
to the Purchaser of their authority to so act (see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the 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 at its telephone number set forth
herein.
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian
below).
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EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents
for executor or administrator; and
(a) a copy of applicable provisions
of the will (title page,
executor(s)' powers, asset
distribution); or
(b) estate distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other
evidence of authority to act.
Partnership should furnish a copy
of the partner ship agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in
the registration, a copy of the
cover page of the trust or pension
plan, along with a 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).
4. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder(s)'
taxpayer identification number ("TIN") and certify as true, under
penalties of perjury, the representations in Box A, Box B and, if
applicable, Box C. By signing the Signature Box, the unitholder(s)
certifies that the TIN as printed (or corrected) on this Letter of
Transmittal in the box entitled "Description of Units Tendered" and the
representations made in Box A, Box B and, if applicable, Box C, are
correct. See attached Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for guidance in determining
the proper TIN to give the Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
estate or a trust if (1) a court within the U.S. is able to exercise
primary supervision over the administration of the trust, and one or more
U.S. persons have the authority to control all substantial decisions of
the trust, or (2) the trust was in existence on August 10, 1996 and
properly elected to be treated as a U.S. person (collectively, "U.S.
Persons"), as those terms are defined in the Code, should follow the
instructions below with respect to certifying Box A and Box B.
BOX A - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the unitholder
being subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering unitholder must certify, under penalty
of perjury, that such unitholder is not subject to backup withholding.
Certain unitholders (including, among others, all corporations and certain
exempt non-profit organizations) are not subject to backup withholding.
Backup withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS. DO NOT CHECK
THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN NOTIFIED BY THE IRS THAT
YOU ARE SUBJECT TO BACKUP WITHHOLDING.
When determining the TIN to be furnished, please refer to the following as
a guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears
first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not
necessary to provide).
Custodial accounts for the benefit of minors - should reflect the TIN of
the minor.
Corporations, partnership or other business entities - should reflect the
TIN assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on the front of the Letter of Transmittal is
correct.
BOX B - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal
to 10% of the purchase price for interests purchased. Tax
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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) SHOULD BE CHECKED ONLY IF THE TENDERING UNITHOLDER IS NOT
A U.S. PERSON, AS DESCRIBED THEREIN.
BOX C - FOREIGN PERSONS -- In order for a tendering unitholder who is a
Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify,
under penalties of perjury, the statement in Box C of this Letter of
Transmittal, attesting to that Foreign Person's status by checking the box
preceding such statement. UNLESS THE BOX IS CHECKED, SUCH UNITHOLDER WILL
BE SUBJECT TO 31% WITHHOLDING OF TAX.
5. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.
6. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.
7. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) 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.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER
- -- Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- --------------------------------------------------------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------------------------------------------------------------------------
1. An individual account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
the first individual on the account
3. Husband and wife (joint account) The actual owner of the account or, if joint funds, either
person
4. Custodian account of a minor (Uniform Gift The minor (2)
to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the
minor (1)
6. Account in the name of guardian or committee The ward, minor or incompetent person (3)
for a designated ward, minor or incompetent
person (3)
7.a. The usual revocable savings trust account The grantor trustee (1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner (1)
or valid trust under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district, or
prison) that receives agricultural program
payments
- --------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
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(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know
your number, obtain Form SS-5, Application for a Social Security Number Card
(for individuals), or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), at the local office of the Social
Security Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a) of the
Code.
- An exempt charitable remainder trust, or a non-exempt trust described
in section 4947 (a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441 of the Code.
- Payments to Partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Payments made to an appropriate nominee.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer. Payments of tax exempt interest (including exempt interest
dividends under section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations.
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- Payments of mortgage interest to you.
- Payments made to an appropriate nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT
ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A
COMPLETED INTERNAL REVENUE FORM W-8 OR SUCCESSOR FORM (CERTIFICATE OF FOREIGN
STATUS).
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A of the Code.
PRIVACY ACT NOTICE -- Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether
or not recipients are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a correct taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If
you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
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The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
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