1
EXHIBIT 1
Offer to Purchase For Cash
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all limited partnership units in
WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP
FOR $450.00 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly tendered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320 limited
partners, we will purchase only 99% of the total number of units so tendered by
each limited partner.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York City
time, on March 6, 2001, unless we extend the deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
We are informed that an unaffiliated third party has commenced an offer for your
units at a price of $255.00 per unit in cash, less a $75.00 transfer fee.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS OFFER TO PURCHASE FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $450.00 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair market
value of your units.
o Your general partner and the residential property manager are subsidiaries
of ours, and the general partner therefore has substantial conflicts of
interest with respect to our offer.
o We are making this offer with a view to making a profit and, therefore,
there is a conflict between our desire to purchase your units at a low
price and your desire to sell your units at a high price.
o Continuation of your partnership will result in our affiliates continuing
to receive management fees from your partnership. Such fees would not be
payable if your partnership were liquidated.
(Continued on next page)
----------
If you decide to accept our offer, you should complete and sign the
enclosed acknowledgment and agreement as instructed in the letter of transmittal
attached as Annex II. The signed acknowledgment and agreement and any other
documents required by the letter of transmittal must be mailed or delivered to
River Oaks Partnership Services, Inc., which is acting as Information Agent in
connection with our offer, at one of its addresses set forth on the back cover
of this offer to purchase. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THIS OFFER TO PURCHASE, THE ACKNOWLEDGMENT AND AGREEMENT,
OR THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT
(888) 349-2005.
February 5, 2001
2
(Continued from prior page)
o It is possible that we may conduct a future offer at a higher price.
o For any units that we acquire from you, you will not receive any future
distributions from operating cash flow of your partnership or upon a sale
or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our ability
to influence voting decisions with respect to your partnership and may
control such voting decisions, including but not limited to the removal of
the general partner, most amendments to the partnership agreement and the
sale of all or substantially all of your partnership's assets.
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, NJ 07606-2065 Carlstadt, NJ 07072 Carlstadt, NJ 07072
Attn: Reorganization Dept. Attn: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
-ii-
3
TABLE OF CONTENTS
Page
----
SUMMARY TERM SHEET.......................................................................................................1
RISK FACTORS.............................................................................................................3
No Third Party Valuation or Appraisal; No Arms-Length Negotiation.....................................................3
Offer Price May Not Represent Fair Market Value.......................................................................3
Offer Price Does Not Reflect Future Prospects.........................................................................3
Offer Price May Not Represent Liquidation Value.......................................................................3
Continuation of the Partnership; No Time Frame Regarding Sale of Property............................................3
Holding Units May Result in Greater Future Value......................................................................3
Conflicts of Interest With Respect to the Offer.......................................................................3
No General Partner Recommendation.....................................................................................4
Conflicts of Interest Relating to Management Fees.....................................................................4
Possible Future Offer at a Higher Price...............................................................................4
Recognition of Taxable Gain on a Sale of Your Units...................................................................4
Loss of Future Distributions from Your Partnership....................................................................4
Recognition of Gain Resulting from Possible Future Reduction in Your Partnership Liabilities..........................5
Risk of Inability to Transfer Units for 12-Month Period...............................................................5
Potential Delay in Payment............................................................................................5
Balloon Payment.......................................................................................................5
THE OFFER................................................................................................................5
Section 1 Terms of the Offer; Expiration Date; Proration.........................................................5
Section 2. Acceptance for Payment and Payment for Units...........................................................6
Section 3 Procedure for Tendering Units..........................................................................7
Section 4. Withdrawal Rights......................................................................................9
Section 5. Extension of Tender Period; Termination; Amendment; No Subsequent Offering Period......................9
Section 6. Certain Federal Income Tax Matters....................................................................10
Section 7. Effects of the Offer..................................................................................12
Section 8. Information Concerning Us and Certain of Our Affiliates...............................................13
Section 9. Background and Reasons for the Offer..................................................................17
Section 10. Position Of The General Partner Of Your Partnership With Respect To The Offer.........................21
Section 11. Conflicts Of Interest And Transactions With Affiliates................................................22
Section 12. Future Plans Of The Purchaser.........................................................................23
Section 13. Certain Information Concerning Your Partnership.......................................................24
Section 14. Voting Power..........................................................................................28
Section 15. Source Of Funds.......................................................................................28
Section 16. Dissenters' Rights....................................................................................29
Section 17. Conditions of The Offer...............................................................................29
Section 18. Certain Legal Matters.................................................................................31
Section 19. Fees And Expenses.....................................................................................31
ANNEX I OFFICERS AND DIRECTORS................................................................................33
ANNEX II LETTER OF TRANSMITTAL.................................................................................38
-iii-
4
SUMMARY TERM SHEET
This summary term sheet highlights the most material information regarding
our offer, but it does not describe all of the details thereof. We urge you to
read this entire offer to purchase, which contains the full details of our
offer. We have also included in the summary term sheet references to the
sections of this offer to purchase where a more complete discussion may be
found. Unless the context indicates otherwise, all references to the "general
partner" of your partnership refer to Two Winthrop Properties, Inc., the
managing general partner. The associate general partner of your partnership is
Linnaeus-Lexington Associates Limited Partnership.
o THE OFFER. Subject to the terms hereof, we are offering to acquire any and
all of the limited partnership units of WINTHROP GROWTH INVESTORS I LIMITED
PARTNERSHIP, your partnership, for $450.00 per unit in cash. See "The
Offer--Section 1. Terms of the Offer; Expiration Date; Proration" and "The
Offer--Section 9. Background and Reasons for the Offer--Determination of
Offer Price."
o FACTORS IN DETERMINING THE OFFER PRICE. In determining the offer price per
unit we principally considered:
o Our belief that the per unit liquidation value of your partnership is
equal to our offer price per unit.
o There is no trading market for the units. See "The Offer--Section 9.
Background and Reasons for the Offer--Comparison of Consideration to
Alternative Consideration."
o The offer by an unaffiliated third party to purchase units at a price
of $255.00 per unit in cash, less a $75.00 transfer fee.
o PRORATIONS. If the purchase of all validly tendered units would result in
there being less than 320 holders of units, we will purchase only 99% of
the total number of units so tendered by each holder. See "The
Offer--Section 1. Terms of the Offer; Expiration Date; Proration."
o EXPIRATION DATE. Our offer expires on March 6, 2001, unless extended, and
you can tender your units until our offer expires. See "The Offer--Section
1. Terms of the Offer; Expiration Date; Proration."
o RIGHT TO EXTEND THE EXPIRATION DATE. We can extend the offer in our sole
discretion, and we will either issue a press release or send you a notice
of any such extension. See "The Offer--Section 5. Extension of Tender
Period; Termination; Amendment; No Subsequent Offering Period."
o HOW TO TENDER. To tender your units, complete the accompanying
acknowledgment and agreement and send it, along with any other documents
required by the letter of transmittal attached as Annex II, to the
Information Agent, River Oaks Partnership, Inc., at one of the addresses
set forth on the back of this offer to purchase. See "The Offer--Section 3.
Procedures for Tendering."
o WITHDRAWAL RIGHTS. You can withdraw your units at any time prior to the
expiration of the offer, including any extensions. In addition, you can
withdraw your units at any time on or after April 3, 2001 if we have not
already accepted units for purchase and payment. See "The Offer--Section 4.
Withdrawal Rights."
o HOW TO WITHDRAW. To withdraw your units, you need to send a notice of
withdrawal to the Information Agent, identifying yourself and the units to
be withdrawn. See "The Offer--Section 4. Withdrawal Rights."
o TAX CONSEQUENCES. Your sale of units in this offer will be a taxable
transaction for federal income tax purposes. The consequences to each
limited partner may vary and you should consult your tax advisor on the
precise tax consequences to you. See "The Offer--Section 6. Certain Federal
Income Tax Matters."
o AVAILABILITY OF FUNDS. We currently have the necessary cash and a line of
credit to consummate the offers. See "The Offer--Section 15. Source of
Funds."
-1-
5
o CONDITIONS TO THE OFFER. There are a number of conditions to our offer,
including our having adequate cash and borrowings under a line of credit,
the absence of competing tender offers, the absence of certain changes in
your partnership, and the absence of certain changes in the financial
markets. See "The Offer--Section 17. Conditions to the Offer."
o REMAINING AS A LIMITED PARTNER. If you do not tender your units, you will
continue to remain a limited partner in your partnership. We have no plans
to alter the operations, business or financial position of your partnership
or to take your partnership private. See "The Offer--Section 7. Effects of
the Offer."
o WHO WE ARE. We are AIMCO Properties, L.P., the main operating partnership
of Apartment Investment and Management Company, a New York Stock Exchange
listed company. See "The Offer--Section 8. Information Concerning Us and
Certain of Our Affiliates."
o CONFLICTS OF INTEREST. Our subsidiary receives fees for managing your
partnership's residential property and the general partner of your
partnership (which is also our subsidiary) is entitled to receive
reimbursement of certain expenses involving your partnership and its
property. As a result, a conflict of interest exists between continuing the
partnership and receiving these fees, and the liquidation of the
partnership and the termination of these fees. See "The Offer--Section 11.
Conflicts of Interests" and "The Offer--Section 13. Certain Information
Concerning Your Partnership."
o NO GENERAL PARTNER RECOMMENDATION. The general partner of your partnership
makes no recommendation as to whether you should tender or refrain from
tendering your units, and believes each limited partner should make his or
her own decision whether or not to tender. See "The Offer--Section 10.
Position of the General Partner of Your Partnership with Respect to the
Offer."
o NO SUBSEQUENT OFFERING PERIOD. We do not intend to have a subsequent
offering period after the expiration date of the initial offering period
(including any extensions). See "The Offer--Section 5. Extension of Tender
Offer Period; Termination; Amendment; No Subsequent Offering Period."
o ADDITIONAL INFORMATION. For more assistance in tendering your units, please
contact our Information Agent at one of the addresses or the telephone
number set forth on the back cover page of this offer to purchase.
-2-
6
RISK FACTORS
Before deciding whether or not to tender any of your units, you
should consider carefully the following risks and disadvantages of the offer:
NO THIRD PARTY VALUATION OR APPRAISAL; NO ARMS-LENGTH NEGOTIATION
We did not base our valuation of the property owned by your
partnership on any third-party appraisal or valuation. We established the terms
of our offer without any arms-length negotiation. The terms of the offer could
differ if they were subject to independent third party negotiations. It is
uncertain whether our offer price reflects the value that would be realized upon
a sale of your units to a third party.
OFFER PRICE MAY NOT REPRESENT FAIR MARKET VALUE
There is no established or regular trading market for your units, nor
is there another reliable standard for determining the fair market value of the
units. Our offer price does not necessarily reflect the price that you would
receive in an open market for your units. Such prices could be higher than our
offer price.
OFFER PRICE DOES NOT REFLECT FUTURE PROSPECTS
Our offer price is based on your partnership's property income. It
does not ascribe any value to potential future improvements in the operating
performance of your partnership's residential property.
OFFER PRICE MAY NOT REPRESENT LIQUIDATION VALUE
The actual proceeds obtained from liquidation are highly uncertain
and could be more than our estimate. Accordingly, our offer price could be less
than the net proceeds that you would realize upon an actual liquidation of your
partnership.
CONTINUATION OF THE PARTNERSHIP; NO TIME FRAME REGARDING SALE OF PROPERTY
Your general partner, which is our subsidiary, is proposing to
continue to operate your partnership and not to attempt to liquidate it at the
present time. It is not known when the property owned by your partnership may be
sold. There may be no way to liquidate your investment in the partnership in the
future until the property is sold and the partnership is liquidated. The general
partner of your partnership continually considers whether a property should be
sold or otherwise disposed of after consideration of relevant factors, including
prevailing economic conditions, availability of favorable financing and tax
considerations, with a view to achieving maximum capital appreciation for your
partnership. At the current time, the general partner of your partnership
believes that a sale of the property would not be advantageous given market
conditions, the condition of the property and tax considerations. In particular,
the general partner considered the changes in the local rental market, the
potential for appreciation in the value of a property and the tax consequences
to you on a sale of property. We cannot predict when your partnership's property
will be sold or otherwise disposed of.
HOLDING UNITS MAY RESULT IN GREATER FUTURE VALUE
Although a liquidation of your partnership is not currently
contemplated in the near future, you might receive more value if you retain your
units until your partnership is liquidated.
CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER
The general partner of your partnership is our subsidiary, and
therefore has substantial conflicts of interest with respect to our offer. We
are making this offer with a view to making a profit. There is a conflict
between our desire to purchase your units at a low price and your desire to sell
your units at a high price. We determined our offer price without negotiation
with any other party, including any general or limited partner.
-3-
7
NO GENERAL PARTNER RECOMMENDATION
The general partner of your partnership makes no recommendation as to
whether or not you should tender or refrain from tendering your units. Although
the general partner believes the offer is fair, you must make your own decision
whether or not to participate in the offer based upon a number of factors,
including several factors that may be personal to you, such as your financial
position, your need or desire for liquidity, your preferences regarding the
timing of when you might wish to sell your units, other financial opportunities
available to you, and your tax position and the tax consequences to you of
selling your units.
CONFLICTS OF INTEREST RELATING TO MANAGEMENT FEES
Because we or our subsidiaries receive fees for managing your
partnership and its residential property, a conflict of interest exists between
continuing the partnership and receiving such fees, and the liquidation of the
partnership and the termination of such fees. Also, a decision of the limited
partners of your partnership to remove, for any reason, the general partner of
your partnership or the residential property manager of the property owned by
your partnership would result in a decrease or elimination of the substantial
fees to which they are entitled for services provided to your partnership.
POSSIBLE FUTURE OFFER AT A HIGHER PRICE
It is possible that we may conduct a future offer at a higher price.
Such a decision will depend on, among other things, the performance of the
partnership, prevailing economic conditions, and our interest in acquiring
additional units.
RECOGNITION OF TAXABLE GAIN ON A SALE OF YOUR UNITS
Your sale of units for cash will be a taxable sale, with the result
that you will recognize taxable gain or loss measured by the difference between
the amount realized on the sale and your adjusted tax basis in the units of
limited partnership interest of your partnership you transfer to us. The "amount
realized" with respect to a unit of limited partnership interest you transfer to
us will be equal to the sum of the amount of cash received by you for the unit
sold pursuant to the offer plus the amount of partnership liabilities allocable
to the unit. The particular tax consequences for you of our offer will depend
upon a number of factors related to your tax situation, including your tax basis
in the units you transfer to us, whether you dispose of all of your units, and
whether you have available suspended passive losses, credits or other tax items
to offset any gain recognized as a result of your sale of your units. Therefore,
depending on your basis in the units and your tax position, your taxable gain
and any tax liability resulting from a sale of units to us pursuant to the offer
could exceed our offer price. Because the income tax consequences of tendering
units will not be the same for everyone, you should consult your own tax advisor
to determine the tax consequences of the offer to you.
LOSS OF FUTURE DISTRIBUTIONS FROM YOUR PARTNERSHIP
If you tender your units in response to our offer, you will transfer
to us all right, title and interest in and to all of the units we accept, and
the right to receive all distributions in respect of such units on and after the
date on which we accept such units for purchase. Accordingly, for any units that
we acquire from you, you will not receive any future distributions from
operating cash flow of your partnership or upon a sale or refinancing of the
property owned by your partnership.
POSSIBLE INCREASE IN OUR CONTROL OF YOUR PARTNERSHIP
Decisions with respect to the day-to-day management of your
partnership are the responsibility of the general partner. Because the general
partner of your partnership is our subsidiary, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, most
amendments to the partnership agreement and the sale of all or substantially all
of your partnership's assets. We and our affiliates own 8,693.25, or 33.81%, of
the outstanding units of your partnership. If we acquire more than an additional
16.19% of the outstanding units, we and our affiliates will own a majority of
the outstanding units and will have the ability to control any vote of the
limited partners.
-4-
8
RECOGNITION OF GAIN RESULTING FROM POSSIBLE FUTURE REDUCTION IN YOUR PARTNERSHIP
LIABILITIES
Generally, a decrease in your share of partnership liabilities is
treated, for federal income tax purposes, as a deemed cash distribution.
Although the general partner of your partnership does not have any current plan
or intention to reduce the liabilities of your partnership, it is possible that
future economic, market, legal, tax or other considerations may cause the
general partner to reduce the liabilities of your partnership. If you retain all
or a portion of your units and the liabilities of your partnership were to be
reduced, you would be treated as receiving a hypothetical distribution of cash
resulting from a decrease in your share of the liabilities of the partnership.
Any such hypothetical distribution of cash would be treated as a nontaxable
return of capital to the extent of your adjusted tax basis in your units and
thereafter as gain. Gain recognized by you on the disposition of retained units
with a holding period of 12 months or less may be classified as short-term
capital gain and subject to taxation at ordinary income tax rates.
RISK OF INABILITY TO TRANSFER UNITS FOR 12-MONTH PERIOD
Under United States federal tax laws, your partnership will terminate
for tax purposes if there is a sale or exchange of 50% or more of the total
interest in capital and profits of your partnership within any 12-month period.
If we acquire a significant percentage of the interest in your partnership, you
may not be able to transfer your units for a 12-month period following our
offer.
POTENTIAL DELAY IN PAYMENT
We reserve the right to extend the period of time during which our
offer is open and thereby delay acceptance for payment of any tendered units.
The offer may be extended indefinitely, and no payment will be made in respect
of tendered units until the expiration of the offer and acceptance of units for
payment.
BALLOON PAYMENT
Your partnership has approximately a $7,717,000 balloon payment due
on its mortgage debt on July 1, 2006. Your partnership will have to refinance
such debt, sell assets or otherwise obtain additional funds prior to the balloon
payment date, or it will be in default and could lose the property to
foreclosure.
THE OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION
Upon the terms and subject to the conditions of the offer, we will
accept (and thereby purchase) any and all units that are validly tendered on or
prior to the expiration date and not withdrawn in accordance with the procedures
set forth in "The Offer--Section 4. Withdrawal Rights." For purposes of the
offer, the term "expiration date" shall mean 5:00 p.m., New York City time, on
March 6, 2001, unless we in our sole discretion shall have extended the period
of time for which the offer is open, in which event the term "expiration date"
shall mean the latest time and date on which the offer, as extended by us, shall
expire. See "The Offer--Section 5. Extension of Tender Period; Termination;
Amendment; No Subsequent Offering Period," for a description of our right to
extend the period of time during which the offer is open and to amend or
terminate the offer.
The purchase price per unit will automatically be reduced by the
aggregate amount of distributions per unit, if any, made by your partnership to
you on or after the commencement of our offer and prior to the date on which we
acquire your units pursuant to our offer.
If, prior to the expiration date, we increase the consideration
offered pursuant to the offer, the increased consideration will be paid for all
units accepted for payment pursuant to the offer, whether or not the units were
tendered prior to the increase in consideration.
If units are validly tendered prior to the expiration date and not
properly withdrawn prior to the expiration date in accordance with the
procedures set forth in "The Offer--Section 4. Withdrawal Rights" and the
purchase of all such units would result in (i) a "Rule 13e-3 transaction" within
the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"), or (ii)
there being less than 320 limited partners, we will purchase only 99% of the
total number of units so tendered by each limited partner (subject to any
necessary adjustment for fractional units). If we
-5-
9
are going to purchase only 99% of the units validly tendered, we will notify you
of such fact. In such case, you would continue to be a limited partner and
receive a K-1 for tax reporting purposes. See "The Offer--Section 7. Effects of
the Offer--Effect on Trading Market; Registration Under 12(g) of the Exchange
Act."
The offer is conditioned on satisfaction of certain conditions. THE
OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING TENDERED. See
"The Offer--Section 17. Conditions to the Offer," which sets forth in full the
conditions of the offer. We reserve the right (but in no event shall we be
obligated), in our reasonable discretion, to waive any or all of those
conditions. If, on or prior to the expiration date, any or all of the conditions
have not been satisfied or waived, we reserve the right to (i) decline to
purchase any of the units tendered, terminate the offer and return all tendered
units to tendering limited partners, (ii) waive all the unsatisfied conditions
and purchase, subject to the terms of the offer, any and all units validly
tendered, (iii) extend the offer and, subject to your withdrawal rights, retain
the units that have been tendered during the period or periods for which the
offer is extended, or (iv) amend the offer. The transfer of units will be
effective January 1, 2001.
This offer is being mailed on or about February 5, 2001 to the
persons shown by your partnership's records to have been limited partners or, in
the case of units owned of record by Individual Retirement Accounts and
qualified plans, beneficial owners of units, on February 5, 2001.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.
Upon the terms and subject to the conditions of the offer, we will
purchase, by accepting for payment, and will pay for, any and all units validly
tendered as promptly as practicable following the expiration date. A tendering
beneficial owner of units whose units are owned of record by an Individual
Retirement Account or other qualified plan will not receive direct payment of
the offer price; rather, payment will be made to the custodian of such account
or plan. In all cases, payment for units purchased pursuant to the offer will be
made only after timely receipt by the Information Agent of a properly completed
and duly executed acknowledgment and agreement and other documents required by
the letter of transmittal attached as Annex II. See "The Offer--Section 3.
Procedure for Tendering Units." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON
THE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.
We will, upon the terms and subject to the conditions of the offer,
accept for payment and pay for any and all units validly tendered, with
appropriate adjustments to avoid purchases that would violate the agreement of
limited partnership of your partnership and any relevant procedures or
regulations promulgated by the general partner. In some circumstances, we may
pay you the full offer price and accept an assignment of your right to receive
distributions and other payments and an irrevocable proxy in respect of the
units and defer, perhaps indefinitely, the transfer of ownership of the units on
the partnership books. In other circumstances we may only be able to purchase
units which, together with units previously transferred within the preceding
twelve months, do not exceed 50% of the outstanding units.
If more units than can be purchased under the partnership agreement
are validly tendered prior to the expiration date and not properly withdrawn
prior to the expiration date in accordance with the procedures specified herein,
we will, upon the terms and subject to the conditions of the offer, accept for
payment and pay for those units so tendered which do not violate the terms of
the partnership agreement, pro rata according to the number of units validly
tendered by each limited partner and not properly withdrawn on or prior to the
expiration date, with appropriate adjustments to avoid purchases of fractional
units. If the number of units validly tendered and not properly withdrawn on or
prior to the expiration date is less than or equal to the maximum number we can
purchase under the partnership agreement, we will purchase all units so tendered
and not withdrawn, upon the terms and subject to the conditions of the offer.
If proration of tendered units is required, then, subject to our
obligation under Rule 14e-1(c) under the Exchange Act to pay limited partners
the purchase price in respect of units tendered or return those units promptly
after termination or withdrawal of the offer, we do not intend to pay for any
units accepted for payment pursuant to the offer until the final proration
results are known. Notwithstanding any such delay in payment, no interest will
be paid on the offer price.
For purposes of the offer, we will be deemed to have accepted for
payment pursuant to the offer, and thereby purchased, validly tendered units,
if, as and when we give verbal or written notice to the Information Agent of our
acceptance of those units for payment pursuant to the offer. Payment for units
accepted for payment pursuant
-6-
10
to the offer will be made through the Information Agent, which will act as agent
for tendering limited partners for the purpose of receiving cash payments from
us and transmitting cash payments to tendering limited partners.
If any tendered units are not accepted for payment by us for any
reason, the acknowledgment and agreement with respect to such units not
purchased may be destroyed by the Information Agent or us or returned to you.
You may withdraw tendered units until the expiration date (including any
extensions). In addition, if we have not accepted units for payment by April 3,
2001, you may then withdraw any tendered units. After the expiration date, the
Information Agent may, on our behalf, retain tendered units, and those units may
not be otherwise withdrawn, if, for any reason, acceptance for payment of, or
payment for, any units tendered pursuant to the offer is delayed or we are
unable to accept for payment, purchase or pay for units tendered pursuant to the
offer. Any such action is subject, however, to our obligation under Rule
14e-1(c) under the Exchange Act, to pay you the offer price in respect of units
tendered or return those units promptly after termination or withdrawal of the
offer.
We reserve the right to transfer or assign, in whole or in part, to
one or more of our affiliates, the right to purchase units tendered pursuant to
the offer, but no such transfer or assignment will relieve us of our obligations
under the offer or prejudice your rights to receive payment for units validly
tendered and accepted for payment pursuant to the offer.
3. PROCEDURE FOR TENDERING UNITS.
VALID TENDER. To validly tender units pursuant to the offer, a
properly completed and duly executed acknowledgment and agreement and any other
documents required by the letter of transmittal attached as Annex II must be
received by the Information Agent, at one of its addresses set forth on the back
cover of this offer to purchase, on or prior to the expiration date. You may
tender all or any portion of your units. No alternative, conditional or
contingent tenders will be accepted.
SIGNATURE REQUIREMENTS. If the acknowledgment and agreement is signed
by the registered holder of a unit and payment is to be made directly to that
holder, then no signature guarantee is required on the acknowledgment and
agreement. Similarly, if a unit is tendered for the account of a member firm of
a registered national securities exchange, a member 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"), no signature guarantee is
required on the acknowledgment and agreement. However, in all other cases, all
signatures on the acknowledgment and agreement must be guaranteed by an Eligible
Institution.
In order for you to tender in the offer, your units must be validly
tendered and not withdrawn on or prior to the expiration date.
THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT 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.
APPOINTMENT AS PROXY; POWER OF ATTORNEY. By executing the
acknowledgment and agreement, you are irrevocably appointing us and our
designees as your proxy, in the manner set forth in the acknowledgment and
agreement and each with full power of substitution, to the fullest extent of
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 units 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 voting at any meeting of limited partners and/or limited
partners then scheduled or acting by written consent without a meeting. By
executing the acknowledgment and agreement, 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
-7-
11
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.
By executing the acknowledgment and agreement, you also irrevocably
constitute and appoint us and our designees as your attorneys-in-fact, each with
full power of substitution, to the full extent of your rights with respect to
the units tendered by you and accepted for payment by us. Such appointment will
be effective when, and only to the extent that, we pay for your units and will
remain effective and be irrevocable for a period of ten years following the
termination of our offer. You will agree not to exercise any rights pertaining
to the tendered units without our prior consent. Upon such payment, all prior
powers of attorney granted by you with respect to such units will, without
further action, be revoked, and no subsequent powers of attorney may be granted
(and if granted will not be effective). Pursuant to such appointment as
attorneys-in-fact, we and our designees each will have the power, among other
things, (i) to transfer ownership of such units on the partnership books
maintained by your general partner (and execute and deliver any accompanying
evidences of transfer and authenticity it may deem necessary or appropriate in
connection therewith), (ii) upon receipt by the Information Agent of the offer
consideration, to become a substituted limited partner, to receive any and all
distributions made by your partnership on or after the date on which we acquire
such units, and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such units in accordance with the terms of our offer,
(iii) to execute and deliver to the general partner of your partnership a change
of address form instructing the general partner to send any and all future
distributions to which we are entitled pursuant to the terms of the offer in
respect of tendered units to the address specified in such form, and (iv) to
endorse any check payable to you or upon your order representing a distribution
to which we are entitled pursuant to the terms of our offer, in each case, in
your name and on your behalf.
By executing the acknowledgment and agreement, you will irrevocably
constitute and appoint us and any of our designees as your true and lawful agent
and attorney-in-fact 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 other tender or exchange offer, provided that the
price per unit we are offering is equal to or higher than the price per unit
being offered in the other tender or exchange offer. Such appointment is
effective upon the execution and receipt of the acknowledgment and agreement and
shall continue to be effective unless and until you validly withdraw such units
from this offer prior to the expiration date.
ASSIGNMENT OF INTEREST IN FUTURE DISTRIBUTIONS. By executing the
acknowledgment and agreement, you will irrevocably assign to us and our assigns
all of your right, title and interest in and to any and all distributions made
by your partnership from any source and of any nature, 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 our offer, in respect of the
units tendered by you and accepted for payment and thereby purchased by us. If,
after the unit is accepted for payment and purchased by us, you receive any
distribution from any source and of any nature, 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 your partnership in respect of such unit, you will agree to
forward promptly such distribution to us.
DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of units pursuant to our offer will be determined by us, in our reasonable
discretion, which determination shall be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of any particular unit
determined by us not to be in proper form or if the acceptance of or payment for
that unit may, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive or amend any of the conditions of the offer that we are
legally permitted to waive as to the tender of any particular unit and to waive
any defect or irregularity in any tender with respect to any particular unit of
any particular limited partner. Our interpretation of the terms and conditions
of the offer (including the acknowledgment and agreement and the letter of
transmittal) will be final and binding on all parties. No tender of units will
be deemed to have been validly made unless and until all defects and
irregularities have been cured or waived. Neither we, the Information Agent, nor
any other person will be under any duty to give notification of any defects or
irregularities in the tender of any unit or will incur any liability for failure
to give any such notification.
-8-
12
BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible
application of back-up federal income tax withholding of 31% with respect to
payment of the offer price, you may have to provide us with your correct
taxpayer identification number. See the instructions to the acknowledgment and
agreement set forth in the letter of transmittal attached as Annex II and "The
Offer--Section 6. Certain Federal Income Tax Matters."
FIRPTA WITHHOLDING. To prevent the withholding of federal income tax
in an amount equal to 10% of the amount realized on the disposition (the amount
realized is generally the offer price plus the partnership liabilities allocable
to each unit purchased), you must certify that you are not a foreign person if
you tender units. See the instructions to the acknowledgment and agreement set
forth in the letter of transmittal attached as Annex II and "The Offer--Section
6. Certain Federal Income Tax Matters."
TRANSFER TAXES. The amount of any transfer taxes (whether imposed on
the registered holder of units or any person) payable on account of the transfer
of units will be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes or exemption therefrom is submitted.
BINDING AGREEMENT. A tender of a unit pursuant to any of the
procedures described above and the acceptance for payment of such unit will
constitute a binding agreement between the tendering limited partner and us on
the terms set forth in this offer to purchase and the related acknowledgment and
agreement and letter of transmittal.
4. WITHDRAWAL RIGHTS.
You may withdraw your tendered units at any time prior to the
expiration date, including any extensions thereof, or on or after April 3, 2001
if the units have not been previously accepted for payment.
For a withdrawal to be effective, a written notice of withdrawal must
be timely received by the Information Agent at one of its addresses set forth on
the back cover of the offer to purchase. Any such notice of withdrawal must
specify the name of the person who tendered, the number of units to be withdrawn
and the name of the registered holder of such units, if different from the
person who tendered. In addition, the notice of withdrawal must be signed by the
person who signed the acknowledgment and agreement in the same manner as the
acknowledgment and agreement was signed.
If purchase of, or payment for, a unit is delayed for any reason, or
if we are unable to purchase or pay for a unit for any reason, then, without
prejudice to our rights under the offer, tendered units may be retained by the
Information Agent; subject, however, to our obligation, pursuant to Rule
14e-1(c) under the Exchange Act, to pay the offer price in respect of units
tendered or return those units promptly after termination or withdrawal of our
offer.
Any units properly withdrawn will thereafter be deemed not to have
been validly tendered for purposes of our offer. However, withdrawn units may be
re-tendered at any time prior to the expiration date by following the procedures
described in "The Offer--Section 3. Procedures for Tendering Units."
All questions as to the validity and form (including time of receipt)
of notices of withdrawal will be determined by us in our reasonable discretion,
which determination will be final and binding on all parties. Neither the
Information Agent, any other person, nor we will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT; NO SUBSEQUENT OFFERING
PERIOD.
We expressly reserve the right, in our reasonable discretion, at any
time and from time to time, (i) to extend the period of time during which our
offer is open and thereby delay acceptance for payment of, and the payment for,
any unit, (ii) to terminate the offer and not accept any units not theretofore
accepted for payment or paid for if any of the conditions to the offer are not
satisfied or if any event occurs that might reasonably be expected to result in
a failure to satisfy such conditions, (iii) upon the occurrence of any of the
conditions specified in "The Offer--Section 17. Conditions to the Offer," or any
event that might reasonably be expected to result in such occurrence, to delay
the acceptance for payment of, or payment for, any units not already accepted
for payment or paid for, and (iv) to amend our offer in any respect (including,
without limitation, by increasing or decreasing the consideration offered,
increasing or decreasing the units being sought, or both). Notice of any such
extension, termination or
-9-
13
amendment will promptly be disseminated to you in a manner reasonably designed
to inform you of such change. In the case of an extension of the offer, the
extension may be followed by a press release or public announcement which will
be issued no later than 9:00 a.m., New York City time, on the next business day
after the scheduled expiration date of our offer, in accordance with Rule
14e-1(d) under the Exchange Act.
If we extend the offer, or if we delay payment for a unit (whether
before or after its acceptance for payment) or are unable to pay for a unit
pursuant to our offer for any reason, then, without prejudice to our rights
under the offer, the Information Agent may retain tendered units and those units
may not be withdrawn except to the extent tendering limited partners are
entitled to withdrawal rights as described in "The Offer--Section 4. Withdrawal
Rights;" subject, however, to our obligation, pursuant to Rule 14e-l(c) under
the Exchange Act, to pay the offer price in respect of units tendered or return
those units promptly after termination or withdrawal of the offer.
If we make a material change in the terms of our offer, or if we
waive a material condition to our offer, we will extend the offer and
disseminate additional tender offer materials to the extent required by Rules
14d-4 and 14e-1 under the Exchange Act. The minimum period during which the
offer must remain open following any material change in the terms of the offer,
other than a change in price or a change in percentage of securities sought or a
change in any dealer's soliciting fee, if any, will depend upon the facts and
circumstances, including the materiality of the change, but generally will be
five business days. With respect to a change in price or, subject to certain
limitations, a change in the percentage of securities sought or a change in any
dealer's soliciting fee, if any, a minimum of ten business days from the date of
such change is generally required to allow for adequate dissemination to limited
partners. Accordingly, if, prior to the expiration date, we increase (other than
increases of not more than two percent of the outstanding units) or decrease the
number of units being sought, or increase or decrease the offer price, and if
the offer is scheduled to expire at any time earlier than the tenth business day
after the date that notice of such increase or decrease is first published, sent
or given to limited partners, the offer will be extended at least until the
expiration of such ten business days. As used in the offer to purchase,
"business day" means any day other than a Saturday, Sunday or a Federal holiday,
and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time.
Pursuant to Rule 14d-11 under the Exchange Act, we may provide for a
subsequent offering period in tender offers for any and all outstanding units. A
subsequent offering period is an additional period of from three to twenty
business days following the expiration date of the offer, including any
extensions, in which limited partners may continue to tender units not tendered
in the offer for the offer price. We do not plan to offer a subsequent offering
period.
6. CERTAIN FEDERAL INCOME TAX MATTERS.
The following summary is a general discussion of certain of the
United States federal income tax consequences of the offer that may be relevant
to (i) limited partners who tender some or all of their units for cash pursuant
to our offer, and (ii) limited partners who do not tender any of their units
pursuant to our offer. This discussion is based on the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), Treasury Regulations, rulings
issued by the Internal Revenue Service (the "IRS"), and judicial decisions, all
as of the date of this offer to purchase. All of the foregoing is subject to
change or alternative construction, possibly with retroactive effect, and any
such change or alternative construction could affect the continuing accuracy of
this summary. This summary is based on the assumption that your partnership is
operated in accordance with its organizational documents including its
certificate of limited partnership and agreement of limited partnership. This
summary is for general information only and does not purport to discuss all
aspects of federal income taxation which may be important to a particular person
in light of its investment or tax circumstances, or to certain types of
investors subject to special tax rules (including financial institutions,
broker-dealers, insurance companies, and, except to the extent discussed below,
tax-exempt organizations and foreign investors, as determined for United States
federal income tax purposes), nor (except as otherwise expressly indicated) does
it describe any aspect of state, local, foreign or other tax laws. This summary
assumes that the units constitute capital assets in the hands of the limited
partners (generally, property held for investment). No advance ruling has been
or will be sought from the IRS regarding any matter discussed in this offer to
purchase. Further, no opinion of counsel has been obtained with regard to the
offer.
THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF A LIMITED PARTNER
PARTICIPATING IN THE OFFER DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT
AND INTERPRETATIONS OF COMPLEX PROVISIONS OF UNITED STATES FEDERAL INCOME TAX
LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, YOU
-10-
14
SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF SELLING THE INTERESTS IN YOUR PARTNERSHIP
REPRESENTED BY YOUR UNITS PURSUANT TO OUR OFFER OR OF A DECISION NOT TO SELL IN
LIGHT OF YOUR SPECIFIC TAX SITUATION.
TAX CONSEQUENCES TO LIMITED PARTNERS TENDERING UNITS FOR CASH. You
will recognize gain or loss on a sale of a unit of limited partnership of your
partnership equal to the difference between (i) your "amount realized" on the
sale and (ii) your adjusted tax basis in the unit sold. The "amount realized"
will be equal to the sum of the amount of cash received by you for the unit sold
pursuant to the offer plus the amount of partnership liabilities allocable to
the unit (as determined under Section 752 of the Internal Revenue Code). Thus,
your taxable gain and tax liability resulting from a sale of a unit could exceed
the cash received upon such sale.
ADJUSTED TAX BASIS. If you acquired your units for cash, your initial
tax basis in such units was generally equal to your cash investment in your
partnership increased by your share of partnership liabilities at the time you
acquired such units. Your initial tax basis generally has been increased by (i)
your share of partnership income and gains, and (ii) any increases in your share
of partnership liabilities, and has been decreased (but not below zero) by (i)
your share of partnership cash distributions, (ii) any decreases in your share
of partnership liabilities, (iii) your share of partnership losses, and (iv)
your share of nondeductible partnership expenditures that are not chargeable to
capital. For purposes of determining your adjusted tax basis in your units
immediately prior to a disposition of your units, your adjusted tax basis in
your units will include your allocable share of partnership income, gain or loss
for the taxable year of disposition. If your adjusted tax basis is less than
your share of partnership liabilities (e.g., as a result of the effect of net
loss allocations and/or distributions exceeding the cost of your unit), your
gain recognized with respect to a unit pursuant to the offer will exceed the
cash proceeds realized upon the sale of such unit.
CHARACTER OF GAIN OR LOSS RECOGNIZED PURSUANT TO THE OFFER. Except as
described below, the gain or loss recognized by you on a sale of a unit pursuant
to the offer generally will be treated as a long-term capital gain or loss if
you held the unit for more than one year. Long-term capital gains recognized by
individuals and certain other noncorporate taxpayers generally will be subject
to a maximum United States federal income tax rate of 20%. If the amount
realized with respect to a unit of limited partnership of your partnership that
is attributable to your share of "unrealized receivables" of your partnership
exceeds the tax basis attributable to those assets, such excess will be treated
as ordinary income. Among other things, "unrealized receivables" include
depreciation recapture for certain types of property. In addition, the maximum
United States federal income tax rate applicable to persons who are noncorporate
taxpayers for net capital gains attributable to the sale of depreciable real
property (which may be determined to include an interest in a partnership such
as your units) held for more than one year is currently 25% (rather than 20%)
with respect to that portion of the gain attributable to depreciation deductions
previously taken on the property.
If you tender a unit of limited partnership interest of your
partnership in the offer, you will be allocated a share of partnership taxable
income or loss for the year of tender with respect to any units sold. You will
not receive any future distributions on units tendered on or after the date on
which such units are accepted for purchase and, accordingly, you may not receive
any distributions with respect to such accreted income. Such allocation and any
partnership cash distributions to you for that year will affect your adjusted
tax basis in your unit and, therefore, the amount of your taxable gain or loss
upon a sale of a unit pursuant to the offer.
PASSIVE ACTIVITY LOSSES. The passive activity loss rules of the
Internal Revenue Code limit the use of losses derived from passive activities,
which generally include investments in limited partnership interests such as
your units. An individual, as well as certain other types of investors,
generally cannot use losses from passive activities to offset nonpassive
activity income received during the taxable year. Passive losses that are
disallowed for a particular tax year are "suspended" and may be carried forward
to offset passive activity income earned by the investor in future taxable
years. In addition, such suspended losses may be claimed as a deduction, subject
to other applicable limitations, upon a taxable disposition of the investor's
interest in such activity.
Accordingly, if your investment in your units is treated as a passive
activity, you may be able to reduce gain from the sale of your units pursuant to
the offer with passive losses in the manner described below. If you sell all or
a portion of your units pursuant to the offer and recognize a gain on your sale,
you will generally be entitled to use your current and "suspended" passive
activity losses (if any) from your partnership and other passive sources to
offset that gain. In general, if you sell all or a portion of your units
pursuant to the offer and recognize a loss on such sale, you will be entitled to
deduct that loss currently (subject to other applicable limitations) against the
sum of your passive activity income from your partnership for that year (if any)
plus any passive activity income from other
-11-
15
sources for that year. If you sell all of your units pursuant to the offer, the
balance of any "suspended" losses from your partnership that were not otherwise
utilized against passive activity income as described in the two preceding
sentences will generally no longer be suspended and will generally therefore be
deductible (subject to any other applicable limitations) by you against any
other income for that year, regardless of the character of that income. You are
urged to consult your tax advisor concerning whether, and the extent to which,
you have available "suspended" passive activity losses from your partnership or
other investments that may be used to reduce gain from the sale of units
pursuant to the offer.
INFORMATION REPORTING, BACKUP WITHHOLDING AND FIRPTA. If you tender
any units, you must report the transaction by filing a statement with your
United States federal income tax return for the year of the tender which
provides certain required information to the IRS. To prevent the possible
application of back-up United States federal income tax withholding of 31% with
respect to the payment of the offer consideration, you are generally required to
provide us with your correct taxpayer identification number. See the
instructions to the acknowledgment and agreement set forth in the letter of
transmittal attached as Annex II.
Gain realized by a foreign person on the sale of a unit pursuant to
the offer will be subject to federal income tax under the Foreign Investment in
Real Property Tax Act of 1980. Under these provisions of the Internal Revenue
Code, the transferee of an interest held by a foreign person in a partnership
which owns United States real property generally is required to deduct and
withhold 10% of the amount realized on the disposition. Amounts withheld would
be creditable against a foreign person's United States federal income tax
liability and, if in excess thereof, a refund could be claimed from the Internal
Revenue Service by filing a United States income tax return. See the
instructions to the acknowledgment and agreement set forth in the letter of
transmittal attached as Annex II.
TAX CONSEQUENCES TO NON-TENDERING AND PARTIALLY-TENDERING LIMITED
PARTNERS. Section 708 of the Internal Revenue Code provides that if there is a
sale or exchange of 50% or more of the total interest in capital and profits of
a partnership within any 12-month period, such partnership terminates for United
States federal income tax purposes. It is possible that our acquisition of units
pursuant to the offer alone or in combination with other transfers of interests
in your partnership could result in such a termination of your partnership. If
your partnership is deemed to terminate for tax purposes, the following federal
income tax events will be deemed to occur: the terminated partnership will be
deemed to have contributed all of its assets (subject to its liabilities) to a
new partnership in exchange for an interest in the new partnership and,
immediately thereafter, the old partnership will be deemed to have distributed
interests in the new partnership to the remaining limited partners in proportion
to their respective interests in the old partnership in liquidation of the old
partnership.
You will not recognize any gain or loss upon such deemed contribution
of your partnership's assets to the new partnership or upon such deemed
distribution of interests in the new partnership, and your capital account in
your partnership will carry over to the new partnership. A termination of your
partnership for federal income tax purposes may change (and possibly shorten)
your holding period with respect to interests in your partnership that you
choose to retain. Gain recognized by you on the disposition of retained units
with a holding period of 12 months or less may be classified as short-term
capital gain and subject to taxation at ordinary income tax rates.
A termination of your partnership for federal income tax purposes may
also subject the assets of your partnership to longer depreciable lives than
those currently applicable to the assets of your partnership. This would
generally decrease the annual average depreciation deductions allocable to you
for certain years following our offer if you do not tender all of your interests
in your partnership (thereby increasing the taxable income allocable to your
interests in your partnership each such year), but would have no effect on the
total depreciation deductions available over the useful lives of the assets of
your partnership. Additionally, upon a termination of your partnership, the
taxable year of your partnership will close for federal income tax purposes.
7. EFFECTS OF THE OFFER.
Because the general partner of your partnership is our subsidiary, we
have control over the management of your partnership. We also own the company
that currently manages the residential property owned by your partnership. In
addition, we and our affiliates own 8,693.25, or 33.81%, of the outstanding
units of your partnership. If we are successful in acquiring more than an
additional 16.19% of the outstanding units pursuant to this offer, we and our
affiliates will own more than 50% of the total outstanding units. This interest,
combined with our control of your partnership's general partner, would allow us
to control the outcome of all voting decisions with respect to your partnership.
Even if we acquire a lesser number of units pursuant to this offer, we will be
able to significantly
-12-
16
influence the outcome of all voting decisions with respect to your partnership.
In general, we will vote the units owned by us in whatever manner we deem to be
in our best interests, which may not be in the interest of other limited
partners. This could (1) prevent non-tendering limited partners from taking
action that they desire but that we oppose and (2) enable us to take action
desired by us but opposed by non-tendering limited partners. We are also
affiliated with the company that currently manages, and has managed for some
time, the property owned by your partnership. In the event that we acquire a
substantial number of units pursuant to this offer, removal of the property
manager may become more difficult or impossible.
DISTRIBUTIONS TO US. If we acquire units in the offer, we will
participate in any subsequent distributions to limited partners to the extent of
the units purchased.
PARTNERSHIP STATUS. We believe our purchase of units should not
adversely affect the issue of whether your partnership is classified as a
partnership for federal income tax purposes.
BUSINESS. Our offer will not affect the operation of the property
owned by your partnership. We will continue to control the general partner of
your partnership and the residential property manager, both of which will remain
the same. Consummation of the offer will not affect your agreement of limited
partnership, the operations of your partnership, the business and properties
owned by your partnership or any other matter relating to your partnership,
except it would result in us increasing our ownership of units. We have no
current intention of changing the fee structure for your general partner or the
manager of your partnership's residential property.
EFFECT ON TRADING MARKET; REGISTRATION UNDER 12(g) OF THE EXCHANGE
ACT. If a substantial number of units are purchased pursuant to the offer, the
result will be a reduction in the number of limited partners in your
partnership. In the case of certain kinds of equity securities, a reduction in
the number of securityholders might be expected to result in a reduction in the
liquidity and volume of activity in the trading market for the security. In the
case of your partnership, however, there is no established public trading market
for the units and, therefore, we do not believe a reduction in the number of
limited partners will materially further restrict your ability to find
purchasers for your units through secondary market transactions.
The units are registered under Section 12(g) of the Exchange Act,
which means, among other things, that your partnership is required to file
periodic reports with the SEC and to comply with the SEC's proxy rules. We do
not expect or intend that consummation of the offer will cause the units to
cease to be registered under Section 12(g) of the Exchange Act. If the units
were to be held by fewer than 300 persons, your partnership could apply to
de-register the units under the Exchange Act. Your partnership had 783 limited
partners as of January 24, 2001. If units are tendered which would result in
less than 320 limited partners, we will purchase no more than 99% of the units
tendered by each limited partner to assure that there are more than 300 limited
partners after the offer. See "The Offer--Section 1. Terms of the Offer;
Expiration Date."
ACCOUNTING TREATMENT. Upon consummation of the offer, we will account
for our investment in any acquired units under the purchase method of
accounting. There will be no effect on the accounting treatment of your
partnership as a result of the offer.
8. INFORMATION CONCERNING US AND CERTAIN OF OUR AFFILIATES.
GENERAL. We are AIMCO Properties, L.P., a Delaware limited
partnership. Together with our subsidiaries, we conduct substantially all of the
operations of Apartment Investment and Management Company, a Maryland
corporation ("AIMCO"). AIMCO is a real estate investment trust that owns and
manages multifamily apartment properties throughout the United States. AIMCO's
Class A Common Stock is listed and traded on the New York Stock Exchange under
the symbol "AIV." As of September 30, 2000, we owned or managed 333,786
apartment units in 1,756 properties located in 48 states, the District of
Columbia and Puerto Rico. Based on apartment unit data compiled as of January 1,
2000, by the National Multi Housing Council, we believe that we are the largest
owner and manager of multi-family apartment properties in the United States. As
of September 30, 2000, we:
- owned or controlled 137,419 units in 500 apartment properties;
- held an equity interest in 132,909 units in 769 apartment properties;
and
- managed 63,458 units in 487 apartment properties for third party
owners and affiliates.
-13-
17
Our general partner is AIMCO-GP, Inc., a Delaware corporation, which
is a wholly-owned subsidiary of AIMCO. Our principal executive offices are
located at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite
2-1000, Denver, Colorado 80222, and our telephone number is (303) 757-8101.
The names, positions and business addresses of the directors and
executive officers of AIMCO and your general partner (which is our subsidiary),
as well as a biographical summary of the experience of such persons for the past
five years or more, are set forth on Annex I attached hereto and are
incorporated herein by reference.
We and AIMCO are both subject to the information and reporting
requirements of the Exchange Act and, in accordance therewith, file reports and
other information with the Securities and Exchange Commission relating to our
business, financial condition and other matters, including the complete
financial statements summarized below. Such reports and other information may be
inspected at the public reference facilities maintained by the SEC at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can also be obtained from the
Public Reference Room of the SEC in Washington, D.C. at prescribed rates. The
SEC also maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. In addition,
information filed by AIMCO with the New York Stock Exchange may be inspected at
the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.
For more information regarding AIMCO and AIMCO Properties, L.P.,
please refer to our respective Annual Reports on Form 10-K for the year ended
December 31, 1999 and our respective Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2000, June 30, 2000 and September 30, 2000
(particularly the management's discussion and analysis of financial condition
and results of operations) and other reports and documents we have filed with
the SEC.
Except as described in "The Offer--Section 9. Background and Reasons
for the Offer", and "The Offer--Section 11. Conflicts of Interests and
Transactions with Affiliates" and "The Offer -- Section 13. Certain Information
Concerning your Partnership--Beneficial Ownership of Interests in Your
Partnership," neither we nor, to the best of our knowledge, any of the persons
listed on Annex I attached hereto, (i) beneficially own or have a right to
acquire any units, (ii) has effected any transaction in the units in the past 60
days, or (iii) have any contract, arrangement, understanding or relationship
with any other person with respect to any securities of your partnership,
including, but not limited to, contracts, arrangements, understandings or
relationships concerning transfer or voting thereof, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding of proxies. Neither we nor our affiliates intend to
tender any units beneficially owned in this offer.
SUMMARY SELECTED FINANCIAL INFORMATION FOR AIMCO PROPERTIES, L.P. The
historical financial data set forth below for AIMCO Properties, L.P. for the
nine months ended September 30, 2000 and 1999 is unaudited. The historical
financial data set forth below for AIMCO Properties, L.P. for the years ended
December 31, 1999 and 1998 is based on audited financial statements. This
information should be read in conjunction with such financial statements,
including the notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations of the AIMCO Operating
Partnership" included in the AIMCO Properties, L.P.'s Annual Report on Form 10-K
for the year ended December 31, 1999 and its Form 10-Q for the quarter ended
September 30, 2000.
-14-
18
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
---------------------- ----------------------
2000 1999 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other property revenue $ 753,463 $ 347,187 $ 531,883 $ 373,963
Property operating expenses (302,435) (135,580) (213,959) (145,966)
Owned property management expenses (9,713) (367) (15,322) (10,882)
Depreciation (223,128) (82,582) (131,257) (83,908)
--------- --------- --------- ---------
Income from property operations 218,187 128,658 171,345 133,207
SERVICE COMPANY BUSINESS:
Management fees and other income 36,865 23,567 42,877 22,675
Management and other expenses (23,603) (25,883) (25,470) (16,960)
--------- --------- --------- ---------
Income from service company business 13,262 (2,316) 17,407 5,715
--------- --------- --------- ---------
General and administrative expenses (9,609) (7,210) (12,016) (10,336)
Interest expense (190,459) (91,416) (139,124) (88,208)
Interest income 47,352 37,832 62,183 28,170
Equity in earnings (losses) of unconsolidated
subsidiaries (a) 2,538 (5,808) (2,588) 12,009
Equity in earnings (losses) of unconsolidated real
estate partnerships (b) (4,489) 7,264 (2,400) (2,665)
Loss from IPLP exchange and assumption -- (684) (684) (2,648)
Minority interest in other entities (10,977) (2,078) (5,788) (1,868)
Amortization of intangibles (4,968) (5,826) (5,860) (8,735)
--------- --------- --------- ---------
Income from operations 60,837 58,416 82,475 64,641
Gain on disposition of properties 14,234 330 (1,785) 4,287
--------- --------- --------- ---------
Net income $ 75,071 $ 58,746 $ 80,690 $ 68,928
========= ========= ========= =========
-15-
19
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------------- --------------------------
2000 1999 1999 1998
----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
BALANCE SHEET INFORMATION
(END OF PERIOD:)
Real estate, before accumulated depreciation $ 6,121,674 $ 3,076,973 $ 4,508,535 $ 2,743,865
Real estate, net of accumulated depreciation 5,471,869 2,757,723 4,092,543 2,515,710
Total assets 7,156,084 4,506,468 5,684,251 4,186,764
Total indebtedness 3,825,203 1,692,888 2,584,289 1,601,730
Partnership-obligated mandatory redeemable
convertible preferred securities of a
subsidiary trust 35,330 149,500 149,500 149,500
Partners' Capital 2,824,740 2,428,713 2,486,889 2,153,335
OTHER INFORMATION:
Total owned or controlled properties
(end of period) 500 240 373 234
Total owned or controlled apartment units (end of
period) 137,419 65,546 106,148 61,672
Total equity apartment units (end of period) 132,909 167,165 133,113 171,657
Units under management (end of period) 63,458 130,107 124,201 146,034
Basic earnings per common OP unit $ 0.35 $ 0.25 $ 0.39 $ 0.80
Diluted earnings per common OP unit $ 0.34 $ 0.25 $ 0.38 $ 0.78
Dividend declared per common OP unit $ 2.10 $ 1.875 $ 2.50 $ 2.25
Cash flows provided by operating activities $ 281,185 $ 163,852 $ 254,380 $ 144,152
Cash flows used in investing activities (563,026) (151,534) (243,078) (342,541)
Cash flows provided by (used in) financing activities
286,781 (8,947) 37,470 214,133
Funds from operations (c) $ 277,519 $ 229,614 $ 320,434 $ 193,830
Weighted average number of Common OP
Units outstanding 75,986 71,184 78,531 56,567
(a) Represents AIMCO Properties, L.P.'s equity in earnings of unconsolidated
subsidiaries.
(b) Represents AIMCO Properties, L.P.'s share of earnings from partnerships
that own 132,909 apartment units at September 30, 2000 in which
partnerships AIMCO Properties, L.P. owns an equity interest.
(c) AIMCO Properties, L.P.'s management believes that the presentation of funds
from operations or "FFO", when considered with the financial data
determined in accordance with generally accepted accounting principles,
provides a useful measure of performance. However, FFO does not represent
cash flow and is not necessarily indicative of cash flow or liquidity
available to AIMCO Properties, L.P., nor should it be considered as an
alternative to net income or as an indicator of operating performance. The
Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in accordance
with generally accepted accounting principles, excluding gains and losses
from debt restructuring and sales of property, plus real estate related
depreciation and amortization (excluding amortization of financing costs),
and after adjustments for unconsolidated partnerships and joint ventures.
AIMCO Properties, L.P. calculates FFO based on the NAREIT definition, as
adjusted for the amortization of goodwill, the non-cash deferred portion of
the income tax provision for unconsolidated subsidiaries and less the
payments of
-16-
20
distributions on preferred limited partnership interests. AIMCO Properties,
L.P.'s management believes that presentation of FFO provides investors with
industry-accepted measurements which help facilitate an understanding of
its ability to make required dividend payments, capital expenditures and
principal payments on its debt. There can be no assurance that AIMCO
Properties, L.P.'s basis of computing FFO is comparable with that of other
REITs.
The following is a reconciliation of net income to funds from operations:
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2000 1999 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
Net income $ 75,071 $ 58,746 $ 80,690 $ 68,928
Gain (loss) on disposition of property (14,234) (330) 1,785 (4,287)
Real estate depreciation, net of minority
interests 206,298 78,960 121,084 79,869
Real estate depreciation related to
unconsolidated entities 51,235 73,950 104,754 34,765
Amortization of intangibles 5,523 7,366 36,731 26,177
Amortization of recoverable amount of
management contracts 648 32,126 -- --
Deferred (benefit) provision 2,675 3,102 1,763 9,215
Expenses associated with convertible
Preferred securities -- -- 6,892 --
Preferred unit distributions (19,590) (26,735) (33,265) (20,837)
--------- --------- --------- ---------
TOPR's interest expense 8,285 2,429 -- --
Funds from operations $ 315,910 $ 229,614 $ 320,434 $ 193,830
--------- --------- --------- ---------
As of September 30, 2000, AIMCO Properties, L.P. had a net tangible book
value of $69.45 per common unit.
9. BACKGROUND AND REASONS FOR THE OFFER.
GENERAL. We are in the business of acquiring direct and indirect
interests in apartment properties such as the properties owned by your
partnership. Our offer provides us with an opportunity to increase our ownership
interest in your partnership's property while providing you and other investors
with an opportunity to liquidate your current investment.
BACKGROUND. On October 1, 1998, AIMCO merged (the "Insignia Merger")
with Insignia Financial Group, Inc. ("Insignia"). As a result of the Insignia
Merger, AIMCO acquired approximately 51% of the outstanding common shares of
beneficial interest of Insignia Properties Trust ("IPT"). Through the Insignia
Merger, AIMCO also acquired a majority ownership interest in the entity that
manages the residential properties owned by your partnership. On October 31,
1998, IPT and AIMCO entered into an agreement and plan of merger, dated as of
October 1, 1998, pursuant to which IPT merged with AIMCO on March 6, 1999. AIMCO
then contributed IPT's interest in Insignia Properties L.P., IPT's operating
partnership, to AIMCO's wholly owned subsidiary, AIMCO/IPT, Inc. AIMCO also
replaced IPT as the sole general partner of Insignia Properties L.P. As a
result, the general partner of your partnership is an indirect wholly owned
subsidiary of AIMCO/IPT and the property manager is our indirect wholly owned
subsidiary. Together with its affiliates and subsidiaries, AIMCO currently owns,
in the aggregate, approximately 33.81% of your partnership's outstanding limited
partnership units.
During our negotiations with Insignia in early 1998, we decided that
if the merger with Insignia were consummated, we could also benefit from making
offers for limited partnership interests of some of the limited partnerships
formerly controlled or managed by Insignia (the "Insignia Partnerships"). Such
offers would provide liquidity for the limited partners of the Insignia
Partnerships and would provide us with a larger asset and capital base and
increased diversification. While some of the Insignia Partnerships are public
partnerships and information
-17-
21
is publicly available on such partnerships for weighing the benefits of making a
tender offer, many of the partnerships are private partnerships and information
about such partnerships comes principally from the general partner. Our control
of the general partner makes it possible for us to obtain access to such
information. Further, such control also means that we control the operations of
the partnerships and their properties. Insignia did not propose that we conduct
such tender offers; rather, we initiated the offers on our own. As of the date
of this offering, AIMCO Properties, L.P. has made offers to several of the
Insignia Partnerships, including your partnership.
ALTERNATIVES CONSIDERED BY YOUR GENERAL PARTNER. Before we commenced
this offer, your general partner (which is our subsidiary) considered a number
of alternative transactions. The following is a brief discussion of the
advantages and disadvantages of the alternatives considered by your general
partner.
LIQUIDATION
One alternative would be for the partnership to sell its assets,
distribute the net liquidation proceeds to its partners in accordance with the
agreement of limited partnership, and thereafter dissolve. Partners would be at
liberty to use the net liquidation proceeds after taxes for investment,
business, personal or other purposes, at their option. If your partnership were
to sell its assets and liquidate, you would not need to rely upon capitalization
of income or other valuation methods to estimate the fair market value of
partnership assets. Instead, such assets would be valued through negotiations
with prospective purchasers (in many cases unrelated third parties).
However, in the opinion of your general partner, which is our
subsidiary, the present time may not be the most desirable time to sell the
residential real estate assets of your partnership in a private transaction, and
the proceeds realized from any such sale would be uncertain. Your general
partner believes it currently is in the best interest of your partnership to
continue holding its real estate assets. See "The Offer--Section 13. Certain
Information Concerning Your Partnership--Investment Objectives and Policies;
Sale or Financing of Investments."
CONTINUATION OF THE PARTNERSHIP WITHOUT THE OFFER
A second alternative would be for your partnership to continue as a
separate legal entity with its own assets and liabilities and continue to be
governed by its existing agreement of limited partnership, without our offer. A
number of advantages could result from the continued operation of your
partnership. Given improving rental market conditions or improved operating
performance, the level of distributions might increase over time. It is possible
that the private resale market for properties could improve over time, making a
sale of the partnership's property at some point in the future a more attractive
option than it is currently. The continuation of your partnership will allow you
to continue to participate in the net income and any increases in revenue of
your partnership and any net proceeds from the sale of the property owned by
your partnership. However, no assurance can be given as to future operating
results or as to the results of any future attempts to sell the property owned
by your partnership.
The primary disadvantage of continuing the operations of your
partnership is that you would be limited in your ability to sell your units.
Although you could sell your units to a third party, any such sale would likely
be at a discount from your pro rata share of the fair market value of the
property owned by your partnership.
ALTERNATIVE TRANSACTIONS CONSIDERED BY US. Before we decided to make
our offer, we considered a number of alternative transactions, including
purchasing your partnership's property or merging your partnership with us.
However, both of these alternatives would require a vote of all the limited
partners. If the transaction were approved, all of the limited partners,
including those who wish to continue to participate in the ownership of your
partnership's properties, would be forced to participate in the transaction. If
the transaction were not approved, all of the limited partners, including those
who would like to dispose of their investment in your partnership's property,
would be forced to retain their investment. We also considered an offer to
exchange units in your partnership for units of AIMCO Properties, L.P. However,
because of the expense and delay associated with making such an exchange offer,
we decided to make an offer for cash only. In addition, our historical
experience has been that most holders of limited partnership units, when given a
choice, prefer cash.
DETERMINATION OF OFFER PRICE. In establishing the offer price, we
principally considered:
o The partnership's 2000 property income, as capitalized using the
direct capitalization method;
o Prices at which the units have recently sold, to the extent such
information is available to us; and
-18-
22
o The absence of a liquid trading market for the units.
o The offer by an unaffiliated third party to purchase units at a
price of $255 per unit in cash, less a $75.00 transfer fee.
Our determination of the offer price was based on our review and
analysis of the foregoing information, the other financial information and the
analyses concerning the partnership summarized below.
VALUATION OF UNITS. We determined our offer price by: (i) applying a
capitalization rate to your partnership's 2000 property income; (ii) adjusting
this value for liabilities, non-real estate assets, and certain other costs; and
(iii) determining the proceeds that would be paid to limited partners in the
event of a liquidation of your partnership. First, we estimated the gross
property value of your partnership's property by applying a capitalization rate
to the partnership's 2000 property income to obtain its estimated gross property
value. We then calculated the value of the equity of your partnership by adding
to the aggregate gross property value the value of the non-real estate assets of
your partnership and deducting its liabilities and certain other costs,
including required capital expenditures, deferred maintenance and closing costs,
to derive its net equity value. Finally, using this net equity value, we
determined the proceeds that would be paid to limited partners in the event of a
liquidation of your partnership. Of the estimated liquidation proceeds, 95.47%
are assumed to be distributed to limited partners. Our offer price represents
the per unit liquidation proceeds determined in this manner.
In 2000, your partnership sold Sunflower Apartments for $6,900,000,
of which $2,840,536 was used to pay indebtedness and $3,274,357 was distributed
to investors.
In December 2000, your partnership refinanced an existing mortgage on
Ashton Ridge apartments. The new mortgage provides for $6,070,000 with monthly
payments of $48,187 which fully amortize the principal over the new mortgage's
term. The new mortgage will mature in 2021. The new mortgage has a fixed
interest rate of 7.31% and is non-recourse. Proceeds of the new mortgage have
been used to repay the prior mortgage.
Gross valuation of partnership properties 30,504,000
Plus: Cash and cash equivalents 6,721,578
Plus: Other partnership assets, net of security deposits 1,082,612
Less: Mortgage debt, including accrued interest (19,992,107)
Less: Accounts payable and accrued expenses (4,591,140)
Less: Other liabilities (419,854)
Less: Distributions to GP's and SLP's 14,235
-----------
Partnership valuation before taxes and certain costs 13,319,324
Less: Disposition fees 0
Less: Extraordinary capital expenditures and deferred maintenance (1,395,000)
Less: Closing costs (1,023,945)
-----------
Estimated net valuation of your partnership 10,900,379
Percentage of estimated net valuation allocated to holders of units 95.47%
-----------
Estimated net valuation of units 10,406,537
Total number of units 23,139
-----------
Estimated valuation per unit 450
===========
Cash consideration per unit 450
===========
COMPARISON OF OFFER PRICE TO ALTERNATIVE CONSIDERATION. To assist
holders of units in evaluating the offer, your general partner, which is our
subsidiary, has attempted to compare the offer price against: (a) prices at
which the units have sold on the secondary market and (b) estimates of the value
of the units on a liquidation basis. The general partner of your partnership
believes that analyzing the alternatives in terms of estimated value, based upon
currently available data and, where appropriate, reasonable assumptions made in
good faith, establishes a reasonable framework for comparing alternatives. Since
the value of the consideration for alternatives to the offer is
-19-
23
dependent upon varying market conditions, no assurance can be given that the
estimated values reflect the range of possible values.
The results of these comparative analyses are summarized in the chart
below. You should bear in mind that some of the alternative values are based on
a variety of assumptions that have been made by us. These assumptions relate to,
among other things, the operating results, if any, since September 30, 2000 as
to income and expenses of the property, other projected amounts and the
capitalization rates that may be used by prospective buyers if your partnership
assets were to be liquidated.
In addition, these estimates are based upon certain information
available to your general partner, which is our subsidiary, or an affiliate at
the time the estimates were computed, and no assurance can be given that the
same conditions analyzed by it in arriving at the estimates of value would exist
at the time of the offer. The assumptions used have been determined by the
general partner of your partnership or an affiliate in good faith, and, where
appropriate, are based upon current and historical information regarding your
partnership and current real estate markets, and have been highlighted below to
the extent critical to the conclusions of the general partner of your
partnership. Actual results may vary from those set forth below based on
numerous factors, including interest rate fluctuations, tax law changes, supply
and demand for similar apartment properties, the manner in which your
partnership's property is sold and changes in availability of capital to finance
acquisitions of apartment properties.
Under your partnership's agreement of limited partnership, the term
of the partnership will continue until December 31, 2003, unless sooner
terminated as provided in the agreement or by law.
COMPARISON TABLE PER UNIT
---------------- --------
Cash offer price $ 450.00
Alternatives:
Other tender offer price $ 255.00(1)
Prior cash tender offer price $ 496.00
Highest price on secondary market $ 401.00
Estimated liquidation proceeds $ 450.00
----------
(1) Does not reflect a transfer fee of $75.00.
PRIOR TENDER OFFERS. On May 15, 2000, we commenced a tender offer at
the price of $496 per unit. In that case, we determined the offer price using
the same basic method with respect to the partnership's residential property as
we used for the current offer, except that we applied a capitalization rate to
1999 property income for that property. We acquired 1,712.91 units in that
offer. We also acquired 10 units in September 2000, 27.27 units in October 2000,
and 10 units in November 2000 at a purchase price of $496 per unit.
In April 1999 and July 1999, we commenced tender offers at the
original offer price of $284 per unit. We purchased 990 units in the April offer
and 560 units in the July offer. In each case, we determined the offer price
using the same basic method as is described in the preceding paragraph, but used
property income for an earlier period.
We are aware that other tender offers may have been made by
unaffiliated third parties to acquire units in your partnership in exchange for
cash. We are informed that an unaffiliated third party has commenced an offer
for your units at a price of $255.00 per unit in cash, less a $75.00 transfer
fee. We are unaware of the amounts offered, terms, tendering parties or number
of units involved in any other pending tender offers. We are not aware of any
merger, consolidation or other combination involving any of the Insignia
Partnerships, or any acquisitions of any of such partnerships or a material
amount of the assets of such partnerships.
PRICES ON SECONDARY MARKET. Secondary market sales information is not
a reliable measure of value because of the limited amount of any known trades.
Except for offers made by use and unaffiliated third parties, privately
negotiated sales and sales through intermediaries are the only means which may
be available to a limited partner to liquidate an investment in units (other
than our offer) because the units are not listed or traded on any exchange or
quoted on Nasdaq, on the Electronic Bulletin Board, or in "pink sheets."
Secondary sales activity for the units, including privately negotiated sales,
has been limited and sporadic.
-20-
24
Set forth below are the high and low sale prices of units for the
year ended December 31, 1999 and the 10 months ended October 31, 2000, as
reported by The Partnership Spectrum, which is an independent, third-party
source. The gross sales prices reported by The Partnership Spectrum do not
necessarily reflect the net sales proceeds received by sellers of units, which
typically are reduced by commissions and other secondary market transaction
costs to amounts less than the reported price. The Partnership Spectrum
represents only one source of secondary sales information, and other services
may contain prices for the units that equal or exceed the sales prices reported
in The Partnership Spectrum. We do not know whether the information compiled by
The Partnership Spectrum is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE PARTNERSHIP SPECTRUM
High Low
----- -----
Ten Months Ended October 31, 2000: .................... $ 401 $ 401
Year Ended December 31, 1999: ......................... $ -- $ --
Set forth in the table below are the high and low sales prices of
units for the year ended December 31, 1999 and the six months ended June 30,
2000, as reported by the American Partnership Board, which is an independent,
third-party source. The gross sales prices reported by American Partnership
Board do not necessarily reflect the net sales proceeds received by sellers of
units, which typically are reduced by commissions and other secondary market
transaction costs to amounts less than the reported prices. The American
Partnership Board represents one source of secondary sales information, and
other services may contain prices for units that equal or exceed the sales
prices reported by the American Partnership Board. We do not know whether the
information compiled by the American Partnership Board is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE AMERICAN PARTNERSHIP BOARD
High Low
----- -----
Six Months Ended June 30, 2000: ....................... $ -- $ --
Year Ended December 31, 1999: ......................... $ 320 $ 320
ESTIMATED LIQUIDATION PROCEEDS. Liquidation value is a measure of the
price at which the assets of your partnership would sell if disposed of by your
partnership in an arms-length transaction to a willing buyer that has access to
relevant information regarding the historical revenues and expenses of the
business. Your general partner, which is our subsidiary, estimated the
liquidation value of the units using the same direct capitalization method and
assumptions as we did in valuing the units for the offer price. The liquidation
analysis assumes that your partnership's property is sold to an independent
third party at the current property value, that other balance sheet assets
(excluding amortizing assets) and liabilities of your partnership are sold at
their book value, and that the net proceeds of sale are allocated to your
partners and limited partners in accordance with your partnership's agreement of
limited partnership.
The liquidation analysis assumes that the assets of your partnership
are sold in a single transaction. Should the assets be liquidated over time,
even at prices equal to those projected, distributions to limited partners from
cash flow from operations might be reduced because your partnership's fixed
costs, such as general and administrative expenses, are not proportionately
reduced with the liquidation of assets. However, for simplification purposes,
the sales of the assets are assumed to occur concurrently. The liquidation
analysis assumes that the assets are disposed of in an orderly manner and are
not sold in forced or distressed in which assets might be sold at substantial
discounts to their actual fair market value.
ALLOCATION OF CONSIDERATION. We have allocated to the limited
partners the amount of the estimated net valuation of your partnership based on
your partnership's agreement of limited partnership as if your partnership were
being liquidated at the current time.
10. POSITION OF THE GENERAL PARTNER OF YOUR PARTNERSHIP WITH RESPECT TO THE
OFFER.
The partnership and the general partner of your partnership (which is
our subsidiary) have provided the following information for inclusion in this
Offer to Purchase:
-21-
25
The general partner of your partnership believes the offer price and
the structure of the transaction are fair to the limited partners. In making
such determination, the general partner considered all of the factors and
information set forth below, but did not quantify or otherwise attach particular
weight to any such factors or information:
o the offer gives you an opportunity to make an individual decision
on whether to tender your units or to continue to hold them;
o the offer price and the method used to determine the offer price;
o the offer price is based on an estimated value of your
partnership's property that has been determined using a method
believed to reflect the valuation by buyers in the market for
similar assets;
o prices at which the units have recently sold, to the extent such
information is available;
o the absence of an established trading market for your units;
o an analysis of possible alternative transactions, including a
property sale or a liquidation of the partnership;
o an evaluation of the financial condition and results of
operations of your partnership; and
o the offer by an unaffiliated third party to purchase units at a
price of $255 per unit in cash, less a $75.00 transfer fee.
Although the general partner of your partnership is remaining neutral
and makes no recommendation as to whether you should tender or refrain from
tendering your units in the offer, the general partner does believe that if you
sell your units you should sell them for the highest offered price. Although the
general partner believes our offer is fair, the general partner also believes
that you must make your own decision whether or not to participate in any offer,
based upon a number of factors, including several factors that may be personal
to you, such as your financial position, your need or desire for liquidity, your
preferences regarding the timing of when you might wish to sell your units,
other financial opportunities available to you, and your tax position and the
tax consequences to you of selling your units.
Neither the general partner of your partnership or its affiliates
have any plans or arrangements to tender any units. Except as otherwise provided
in "The Offer--Section 12. Future Plans of the Purchaser," the general partner
does not have any present plans or proposals which relate to or would result in
an extraordinary transaction, such as a merger, reorganization or liquidation,
involving your partnership; a purchase or sale or transfer of a material amount
of your partnership's assets; or any changes in your partnership's present
capitalization, indebtedness or distribution policies. For information relating
to certain relationships between your partnership and its general partner, on
one hand, and AIMCO and its affiliates, on the other and conflicts of interests
with respect to the tender offer, see "The Offer--Section 9. Background and
Reasons for the Offer" and "The Offer--Section 11. Conflicts of Interests and
Transactions with Affiliates." See also "The Offer--Section 9. Background and
Reasons for the Offer--Comparison to Alternative Consideration--Prior Tender
Offers" for certain information regarding transactions in units of your
partnership.
11. CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES.
CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. The general partner
of your partnership is our subsidiary. Accordingly, the general partner of your
partnership has substantial conflicts of interest with respect to the offer. The
general partner of your partnership has a fiduciary obligation to obtain a fair
offer price for you, even as a subsidiary of AIMCO. As a consequence of our
ownership of units, we may have incentives to seek to maximize the value of our
ownership of units, which in turn may result in a conflict for your general
partner in attempting to reconcile our interests with the interests of the other
limited partners. We desire to purchase units at a low price and you desire to
sell units at a high price. Although the general partner believes our offer is
fair, it makes no recommendation as to whether you should tender or refrain from
tendering your units. Such conflicts of interest in connection with the offer
differ from those conflicts of interest that currently exist for your
partnership. YOU
-22-
26
ARE URGED TO READ THIS OFFER TO PURCHASE IN ITS ENTIRETY BEFORE DECIDING WHETHER
TO TENDER YOUR UNITS.
CONFLICTS OF INTEREST THAT CURRENTLY EXIST FOR YOUR PARTNERSHIP. We
own both the general partner of your partnership and the property manager of
your partnership's residential property. The general partner of your partnership
received total fees and reimbursements of $76,000 in 1998, $162,000 in 1999, and
$254,667 (annualized) in 2000. The property manager is entitled to receive five
percent of gross receipts from the partnership's residential property for
providing property management services. It received management fees of $362,000
in 1998, $383,000 in 1999, and $404,000 (annualized) in 2000. We have no current
intention of changing the fee structure for your general partner or the manager
of your partnership's residential property.
COMPETITION AMONG PROPERTIES. Because AIMCO and your partnership both
invest in apartment properties, these properties may compete with one another
for tenants. Furthermore, you should bear in mind that AIMCO may acquire
properties in general market areas where your partnership's property is located.
We believe that this concentration of properties in a general market area will
facilitate overall operations through collective advertising efforts and other
operational efficiencies. In managing AIMCO's properties, we will attempt to
reduce conflicts between competing properties by referring prospective customers
to the property considered to be most conveniently located for the customer's
needs.
FUTURE OFFERS. Although we have no current plans to conduct future
tender offers for your units, our plans may change based on future
circumstances, including tender offers made by third parties. Any such future
offers that we might make could be for consideration that is more or less than
the consideration we are currently offering.
12. FUTURE PLANS OF THE PURCHASER.
As described above under "The Offer--Section 9. Background and
Reasons for the Offer," we own the general partner and thereby control the
management of your partnership. In addition, we own the manager of your
partnership's residential property. We currently intend that, upon consummation
of the offer, we will hold the units acquired and your partnership will continue
its business and operations substantially as they are currently being conducted.
The offer is not expected to have any effect on partnership operations.
Although we have no present intention to do so, we may acquire
additional units or sell units after completion or termination of the offer. Any
acquisition may be made through private purchases, through one or more future
tender or exchange offers, by merger, consolidation or by any other means deemed
advisable. Any acquisition may be at a price higher or lower than the price to
be paid for the units purchased pursuant to this offer, and may be for cash,
limited partnership interests in AIMCO Properties, L.P. or other consideration.
We also may consider selling some or all of the units we acquire pursuant to
this offer to persons not yet determined, which may include our affiliates. We
may also buy your partnership's property, although we have no present intention
to do so. There can be no assurance, however, that we will initiate or complete,
or will cause your partnership to initiate or complete, any subsequent
transaction during any specific time period following the expiration of the
offer or at all.
Except as set forth herein, we do not have any present plans or
proposals which relate to or would result in an extraordinary transaction, such
as a merger, reorganization or liquidation, involving your partnership; a
purchase or sale or transfer of a material amount of your partnership's assets;
any changes in composition of your partnership's senior management or personnel
or their compensation; any changes in your partnership's present capitalization,
indebtedness or distribution policy; or any other material changes in your
partnership's structure or business. We or our affiliates may loan funds to your
partnership which may be secured by your partnership's property. If any such
loans are made, upon default of such loans, we or our affiliates could seek to
foreclose on the loan and related mortgage or security interest. However, we
expect that, consistent with your general partner's fiduciary obligations, the
general partner will seek and review opportunities, including opportunities
identified by us, to engage in transactions which could benefit your
partnership, such as sales or refinancings of assets or a combination of the
partnership with one or more other entities, with the objective of seeking to
maximize returns to limited partners.
We have been advised that the possible future transactions the
general partner expects to consider on behalf of your partnership include: (i)
payment of extraordinary distributions; (ii) refinancing, reducing or increasing
existing indebtedness of the partnership; (iii) sales of assets, individually or
as part of a complete liquidation; and (iv) mergers or other consolidation
-23-
27
transactions involving the partnership. Any such merger or consolidation
transaction could involve other limited partnerships in which your general
partner or its affiliates serve as general partners, or a combination of the
partnership with one or more existing, publicly traded entities (including,
possibly, affiliates of AIMCO), in any of which limited partners might receive
cash, common stock or other securities or consideration. There is no assurance,
however, as to when or whether any of the transactions referred to above might
occur. If any such transaction is effected by the partnership and financial
benefits accrue to its limited partners, we will participate in those benefits
to the extent of our ownership of units. The agreement of limited partnership
prohibits limited partners from voting on actions taken by the partnership,
unless otherwise specifically permitted therein. Limited partners may vote on a
liquidation, and if we are successful in acquiring a substantial number of units
in this offer, we and our affiliates will be able to significantly influence or
control the outcome of any such vote. Our primary objective in seeking to
acquire the units pursuant to the offer is not, however, to influence the vote
on any particular transaction, but rather to generate a profit on the investment
represented by those units.
13. CERTAIN INFORMATION CONCERNING YOUR PARTNERSHIP.
GENERAL. WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP was
organized on June 20, 1983 under the laws of the State of Massachusetts. Its
primary business is real estate ownership and related operations. Your
partnership was formed for the purpose of making investments in income-producing
commercial and residential real estate.
Your partnership's investment portfolio currently consists of three
residential apartment complexes: Ashton Ridge Apartments (formerly Meadow Wood
Apartments), a 356-unit complex in Jacksonville, Florida; Stratford Place
Apartments, a 350-unit complex in Gaithersburg, Maryland; and Stratford Village
Apartments, a 224-unit complex in Montgomery, Alabama.
The managing general partner of your partnership is Two Winthrop
Properties, Inc., which is a wholly owned subsidiary of AIMCO, and the associate
general partner is Linnaeus-Lexington Associates Limited Partnership. A wholly
owned subsidiary of AIMCO also serves as manager of the residential property
owned by your partnership. As of January 24, 2001, there were 23,139 units
issued and outstanding, which were held of record by 783 limited partners. Your
partnership's and general partner's principal executive offices are located at
Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver,
Colorado 80222, telephone (303) 757-8101.
For additional information about your partnership, please refer to
the annual report prepared by your partnership which was sent to you prior to
this offer to purchase, particularly Item 2 of Form 10-KSB, which contains
detailed information regarding the properties owned, including mortgages, rental
rates and taxes.
INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS.
In general, your general partner (which is our subsidiary) regularly evaluates
the partnership's property by considering various factors, such as the
partnership's financial position and real estate and capital markets conditions.
The general partner monitors the property's specific locale and sub-market
conditions (including stability of the surrounding neighborhood), evaluating
current trends, competition, new construction and economic changes. It oversees
the property's operating performance and continuously evaluates the physical
improvement requirements. In addition, the financing structure for the property
(including any prepayment penalties), tax implications, availability of
attractive mortgage financing to a purchaser, and the investment climate are all
considered. Any of these factors, and possibly others, could potentially
contribute to any decision by the general partner to sell, refinance, upgrade
with capital improvements or hold the partnership property. If rental market
conditions improve, the level of distributions might increase over time. It is
possible that the private resale market for properties could improve over time,
making a sale of the partnership's property in a private transaction at some
point in the future a more viable option than it is currently. After taking into
account the foregoing considerations, your general partner is not currently
seeking a sale of your partnership's property primarily because it expects the
property's operating performance to improve in the long term. In making this
assessment, your general partner noted the occupancy and rental rates at the
residential property. In particular, the general partner noted that it expects
to spend approximately $232,500 for capital improvements at the residential
property in 2001 to repair and update the property. Although there can be no
assurance as to future performance, however, these expenditures are expected to
improve the desirability of the property to tenants. Another significant factor
considered by your general partner is the likely tax consequences of a sale of
the property for cash. Such a transaction would likely result in tax liabilities
for many limited partners.
-24-
28
In 2000, your partnership sold Sunflower apartments for $6,900,000,
of which $2,840,536 was used to pay indebtedness and $3,274,357 was distributed
to investors. Also in December 2000, your partnership refinanced an existing
mortgage on Ashton Ridge apartments. The new mortgage provides for $6,070,000
with monthly payments of $48,187 which fully amortize the principal over the new
mortgage's term. The new mortgage will mature in 2021. The new mortgage has a
fixed interest rate of 7.31% and is non-recourse. Proceeds of the new mortgage
have been used to repay the prior mortgage.
TERM OF YOUR PARTNERSHIP. Under your partnership's agreement of
limited partnership, the term of the partnership will continue until December
31, 2003, unless sooner terminated as provided in the agreement or by law.
Limited partners could, as an alternative to tendering their units, take a
variety of possible actions, including voting to liquidate the partnership or
amending the agreement of limited partnership to authorize limited partners to
cause the partnership to merge with another entity or engage in a "roll-up" or
similar transaction.
CAPITAL REPLACEMENTS. Your partnership has an ongoing program of
capital improvements, replacements and renovations, including floor covering and
appliance replacements, plumbing improvements, air conditioning unit
replacements, structural and other building improvements, and other replacements
and renovations in the ordinary course of business. All capital improvements and
renovation costs, which are budgeted at $232,500 for 2001, are expected to be
paid from operating cash flows or cash reserves, or from short-term or long-term
borrowings.
COMPETITION. There are other residential properties within the market
area of your partnership's property. The number and quality of competitive
properties in such an area could have a material effect on the rental market for
the apartments at your partnership's property and the rents that may be charged
for such apartments. While AIMCO is a significant factor in the United States in
the apartment industry, competition for apartments is local. According to data
published by the National Multi-Housing Council, as of January 1, 1999, AIMCO's
then portfolio of 373,409 owned or managed apartment units represented
approximately 2.2% of the national stock of rental apartments in structures with
at least five apartments.
FINANCIAL DATA. The selected financial information of your
partnership set forth below for the years ended December 31, 1999 and 1998 is
based on audited financial statements. The selected financial information set
forth below for the nine months ended September 30, 2000 and 1999 is based on
unaudited financial statements. This information should be read in conjunction
with such financial statements, including notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Your
Partnership" in the Annual Report on Form 10-KSB of your partnership for the
year ended December 31, 1999, and the Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2000.
-25-
29
WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP
(IN THOUSANDS, EXCEPT PER UNIT DATA)
FOR THE NINE MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2000 1999 1999 1998
-------- -------- -------- --------
OPERATING DATA:
Total Revenues ............................... $ 6,271 $ 5,861 $ 7,722 $ 7,278
Net Income ................................... 163 165 (38) (173)
Net Income per Limited Partnership Unit ...... 635 6.40 (1.47) (6.74)
Distributions per Limited Partnership Unit ... 37.94 -- 21.18 --
BALANCE SHEET DATA:
Cash and Cash Equivalents .................... $ 993 $ 1,799 $ 1,889 $ 1,863
Investment Property, Net of Accumulated
Depreciation ............................... 20,423 20,912 21,253 21,394
Total Assets ................................. 23,653 25,264 25,328 25,952
Mortgage Note Payable ........................ 20,584 20,877 20,806 21,080
General Partners' Capital (Deficit) .......... (1,263) (1,258) (1,279) (1,275)
Limited Partners' Capital (Deficit) .......... 3,365 4,768 4,096 4,620
Partners' Capital (Deficit) .................. 2,102 3,510 2,817 3,345
Total Distributions .......................... (878) -- (490) (100)
CASH FLOWS:
Net Increase (Decrease) in Cash and Cash
Equivalents ................................ $ (896) $ (64) $ 26 $ 335
Net Cash Provided by Operating Activities .... 1,893 1,559 1,973 1,745
DESCRIPTION OF PROPERTY. The following shows the location, the date
of purchase, the nature of your partnership's ownership interest in and the use
of your partnership's property.
Date of Type of
Property Purchase Ownership Use
-------- -------- --------- ---
Ashton Ridge Apartments (formerly, 12/84 Fee ownership subject to first 356-unit
Meadow Wood Apartments) mortgage apartments
Jacksonville, Florida
Stratford Place Apartments 12/85 Fee ownership subject to first 350-unit
Gaithersburg, Maryland mortgage apartments
Stratford Village Apartments 02/86 Fee ownership subject to first 224-unit
Montgomery, Alabama mortgage apartments
ACCUMULATED DEPRECIATION SCHEDULE. The following shows the
accumulated depreciation of your partnership's property as of September 30,
2000.
Accumulated
Property Depreciation Rate Method
-------- ------------ ---- ------
(In Thousands)
Ashton Ridge $ 7,094 5-25 S/L
Stratford Place $ 8,172 5-25 S/L
Stratford Village $ 5,183 5-25 S/L
-------
Total $20,449
=======
-26-
30
SCHEDULE OF MORTGAGES. The following shows certain information
regarding the outstanding mortgages encumbering your partnership's property as
of September 30, 2000.
Monthly Principal
Principal Payment Stated Balance
Balance At Including Interest Period Maturity Due At
Property September 30, 2000 Interest Rate Amortized Date Maturity
-------- ------------------ --------- -------- --------- -------- ----------
(In Thousands) (In Thousands)
Ashton Ridge $ 6,070 $ 48 7.31% (1) 01/01/21 0
Stratford Place $ 8,760 $ 75 8.23% (2) 07/01/06 $7,717
Stratford Village $ 5,012 $ 38 7.72% 360 mos. 11/01/24 $ --
------- ---- ------
Total $19,842 $161 $7,717
======= ==== ======
- ----------
(1) On December 15, 2000, your partnership refinanced an existing mortgage on
Ashton Ridge apartments. The new mortgage provides for $6,070,000 with
monthly payments of $48,187 which fully amortize the principal over the new
mortgage's term. The new mortgage will mature in 2021. The new mortgage has
a fixed interest rate of 7.31% and is non-recourse. Proceeds of the new
mortgage have been used to repay the prior mortgage.
(2) The principal balance is being amortized over 10 years.
AVERAGE RENTAL RATES AND OCCUPANCY. The following shows the average
rental rates and occupancy percentages for your partnership's property during
the periods indicated.
Average Rental Rate Average Occupancy
------------------- ------------------
(per unit)
Property 2000* 1999 2000* 1999
-------- ------ ------ ------ ------
Ashton Ridge $6,681 $6,514 85% 92%
Stratford Place $8,489 $8,080 97% 97%
Stratford Village $4,378 $6,752 91% 93%
- ----------
* Actual rates and percentages through September 30, 2000 have been
annualized. The rates and percentages for 2000 could be higher or lower.
PROPERTY MANAGEMENT. Your partnership's residential property is
managed by an entity which is a wholly-owned subsidiary of AIMCO. Pursuant to
the management agreement between the property manager and your partnership, the
property manager operates your partnership's residential property, establishes
rental policies and rates and directs marketing activities. The property manager
also is responsible for maintenance, the purchase of equipment and supplies, and
the selection and engagement of all vendors, suppliers and independent
contractors.
DISTRIBUTIONS. The following table shows, for each of the years
indicated, the distributions paid per unit for such years.
YEAR ENDED DECEMBER 31 AMOUNT
---------------------- -------
1996 $ 8.64
1997 8.64
1998 30.25
1999 0.00
2000 219.02
Through January 24, 2001 0.00
-------
Total $266.55
=======
BENEFICIAL OWNERSHIP OF INTERESTS IN YOUR PARTNERSHIP. We and our
affiliates, AIMCO and AIMCO-GP, Inc., collectively have voting and dispositive
power with respect to 8,693.25, or 33.81%, of the outstanding
-27-
31
units of your partnership. Except as set forth in this Offer to Purchase,
neither we, nor, to the best of our knowledge, any of our affiliates, (i)
beneficially own or have a right to acquire any units, (ii) has effected any
transactions in the units in the past 60 days, or (iii) have any contract,
arrangement, understanding or relationship with any other person with respect to
any securities of your partnership, including, but not limited to, contracts,
arrangements, understandings or relationships concerning transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss, or the giving or withholding of proxies. See
"The Offer - Section 9. Background and Reasons for the Offer - Prior Tender
Offers."
COMPENSATION PAID TO THE GENERAL PARTNER AND ITS AFFILIATES. The
following table shows, for each of the years indicated, amounts paid to your
general partner and its affiliates on a historical basis. The general partner is
reimbursed for actual direct costs and expenses incurred in connection with the
operation of the partnership. The property manager is entitled to receive fees
for transactions involving your partnership and its property and is entitled to
receive five percent of the gross receipts from the partnership's residential
property for providing property management services.
PARTNERSHIP PROPERTY
YEAR FEES AND EXPENSES MANAGEMENT FEES
---- ----------------- ---------------
1998 $ 76,000 $362,000
1999 $162,000 $383,000
2000* $254,667 $404,000
- ----------
* Actual fees and expenses paid through September 30, 2000 have been
annualized. The actual fees and expenses for 2000 could be higher or lower.
LEGAL PROCEEDINGS. Your partnership may be a party to a variety of
legal proceedings related to its ownership of the partnership's properties,
arising in the ordinary course of the business, which are not expected to have a
material adverse effect on your partnership.
ADDITIONAL INFORMATION CONCERNING YOUR PARTNERSHIP. Your partnership
files annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document your partnership
files at the SEC's public reference rooms in Washington, D.C., New York, New
York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Your partnership's SEC filings are
also available to the public at the SEC's web site at http://www.sec.gov.
14. VOTING POWER.
Decisions with respect to the day-to-day management of your
partnership are the responsibility of the general partner. Because the general
partner of your partnership is our subsidiary, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, most
amendments to the partnership agreement and the sale of all or substantially all
of your partnership's assets. If we acquire a substantial number of additional
units pursuant to this offer, we may be in a position to significantly influence
or control any vote of the limited partners.
15. SOURCE OF FUNDS.
We expect that approximately $6,500,587.50 will be required to
purchase all of the limited partnership units that we are seeking in this offer
(exclusive of fees and expenses estimated to be $15,000). For more information
regarding fees and expenses, see "The Offer--Section 19. Fees and Expenses."
We have a secured $350 million revolving credit facility with Bank of
America, Fleet National Bank (successor in interest to BankBoston, N.A.) and
First Union National Bank with a syndicate comprised of a total of nine lender
participants. AIMCO Properties, L.P. is the borrower and all obligations
thereunder are guaranteed by AIMCO and certain of its subsidiaries. The
obligations under the credit facility are secured, among other things, by our
pledge of our stock ownership in certain subsidiaries of AIMCO, a pledge of
certain options to purchase beneficial assignment interests in one entity, and a
pledge of certain of our non-real estate assets. The annual
-28-
32
interest rate under the credit facility is based on either LIBOR or a base rate
which is the higher of Bank of America's reference rate or 0.5% over the federal
funds rate, plus, in either case, an applicable margin. The margin ranges
between 2.05% and 2.55% in the case of LIBOR-based loans and between 0.55% and
1.05% in the case of base rate loans, based upon a fixed charge coverage ratio.
The credit facility expires in July 2002.
We are concurrently making offers to acquire interests in other
limited partnerships. We believe that we will have sufficient cash on hand and
available sources of financing to acquire all units tendered pursuant to the
offer. As of January 25, 2001, we had $12.8 million of cash on hand and $244.7
million available for borrowing under existing lines of credit. We intend to
repay any amounts borrowed to finance the offer out of future working capital.
16. DISSENTERS' RIGHTS.
Neither the agreement of limited partnership of your partnership nor
applicable law provides any right for you to have your units appraised or
redeemed in connection with, or as a result of, our offer. You have the
opportunity to make an individual decision on whether or not to tender your
units in the offer.
17. CONDITIONS OF THE OFFER.
Notwithstanding any other provisions of our offer, we will not be
required to accept for payment and pay for any units tendered pursuant to our
offer, may postpone the purchase of, and payment for, units tendered, and may
terminate or amend our offer if at any time on or after the date of this offer
to purchase and at or before the expiration of our offer (including any
extension thereof), any of the following shall occur or may be reasonably
expected to occur:
o any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the
business, properties, assets, liabilities, indebtedness,
capitalization, condition (financial or otherwise), operations,
licenses or franchises, management contract, or results of
operations or prospects of your partnership or local markets in
which your partnership owns property, including any fire, flood,
natural disaster, casualty loss, or act of God that, in our
reasonable judgment, are or may be materially adverse to your
partnership or the value of the units to us, or we shall have
become aware of any facts relating to your partnership, its
indebtedness or its operations which, in our reasonable judgment,
has or may have material significance with respect to the value
of your partnership or the value of the units to us; or
o there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national
securities exchange or the over-the-counter market in the United
States, (ii) a decline in the closing price of a share of AIMCO's
Class A Common Stock of more than 5.0% from the date hereof,
(iii) any extraordinary or material adverse change in the
financial, real estate or money markets or major equity security
indices in the United States such that there shall have occurred
at least a 25 basis point increase in LIBOR, or at least a 5.0%
decrease in the price of the 10-year Treasury Bond or the 30-year
Treasury Bond, or at least a 5.0% decrease in the S&P 500 Index
or the Morgan Stanley REIT Index, in each case from the date
hereof, (iv) any material adverse change in the commercial
mortgage financing markets, (v) a declaration of a banking
moratorium or any suspension of payments in respect of banks in
the United States (not existing on the date hereof), (vi) a
commencement of a war, conflict, armed hostilities or other
national or international calamity directly or indirectly
involving the United States (not existing on the date hereof),
(vii) any limitation (whether or not mandatory) by any
governmental authority on, or any other event which, in our
reasonable judgment, might affect the extension of credit by
banks or other lending institutions, or (viii) in the case of any
of the foregoing existing at the time of the commencement of the
offer, in our reasonable judgment, a material acceleration or
worsening thereof; or
o there shall have been threatened, instituted or pending any
action, proceeding, application or counterclaim by any Federal,
state, local or foreign government, governmental authority or
governmental agency, or by any other person, before any
governmental authority, court or regulatory or administrative
agency, authority or tribunal, which (i) challenges or seeks to
challenge our purchase of the units, restrains, prohibits or
delays the making or consummation of our offer,
-29-
33
prohibits the performance of any of the contracts or other
arrangements entered into by us (or any affiliates of ours), or
seeks to obtain any material amount of damages as a result of the
transactions contemplated by our offer, (ii) seeks to make the
purchase of, or payment for, some or all of the units pursuant to
our offer illegal or results in a delay in our ability to accept
for payment or pay for some or all of the units, (iii) seeks to
prohibit or limit the ownership or operation by us or any of our
affiliates of the entity serving as general partner of your
partnership or to remove such entity as general partner of your
partnership, or seeks to impose any material limitation on our
ability or the ability of any affiliate of ours to conduct your
partnership's business or own such assets, (iv) seeks to impose
material limitations on our ability to acquire or hold or to
exercise full rights of ownership of the units including, but not
limited to, the right to vote the units purchased by us on all
matters properly presented to the limited partners, or (v) might
result, in our reasonable judgment, in a diminution in the value
of your partnership or a limitation of the benefits expected to
be derived by us as a result of the transactions contemplated by
our offer or the value of the units to us; or
o there shall be any action taken, or any statute, rule,
regulation, order or injunction shall be sought, proposed,
enacted, promulgated, entered, enforced or deemed applicable to
our offer, your partnership, any general partner of your
partnership, us or any affiliate of ours or your partnership, or
any other action shall have been taken, proposed or threatened,
by any government, governmental authority or court, that, in our
reasonable judgment, might, directly or indirectly, result in any
of the consequences referred to in clauses (i) through (v) of the
immediately preceding paragraph; or
o your partnership shall have (i) changed, or authorized a change
of, the units or your partnership's capitalization, (ii) issued,
distributed, sold or pledged, or authorized, proposed or
announced the issuance, distribution, sale or pledge of (A) any
equity interests (including, without limitation, units), or
securities convertible into any such equity interests or any
rights, warrants or options to acquire any such equity interests
or convertible securities, or (B) any other securities in respect
of, in lieu of, or in substitution for units outstanding on the
date hereof, (iii) purchased or otherwise acquired, or proposed
or offered to purchase or otherwise acquire, any outstanding
units or other securities, (iv) declared or paid any dividend or
distribution on any units or issued, authorized, recommended or
proposed the issuance of any other distribution in respect of the
units, whether payable in cash, securities or other property, (v)
authorized, recommended, proposed or announced an agreement, or
intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any
acquisition or disposition of a material amount of assets or
securities, or any release or relinquishment of any material
contract rights, or any comparable event, not in the ordinary
course of business, (vi) taken any action to implement such a
transaction previously authorized, recommended, proposed or
publicly announced, (vii) issued, or announced its intention to
issue, any debt securities, or securities convertible into, or
rights, warrants or options to acquire, any debt securities, or
incurred, or announced its intention to incur, any debt other
than in the ordinary course of business and consistent with past
practice, (viii) authorized, recommended or proposed, or entered
into, any transaction which, in our reasonable judgment, has or
could have an adverse affect on the value of your partnership or
the units, (ix) proposed, adopted or authorized any amendment of
its organizational documents, (x) agreed in writing or otherwise
to take any of the foregoing actions or (xi) been notified that
any debt of your partnership or any of its subsidiaries secured
by any of its or their assets is in default or has been
accelerated; or
o a tender or exchange offer for any units shall have been
commenced or publicly proposed to be made by another person or
"group" (as defined in Section 13(d)(3) of the Exchange Act) or
it shall have been publicly disclosed or we shall have otherwise
learned that (i) any person or group shall have acquired or
proposed or be attempting to acquire beneficial ownership of more
than five percent of the units, or shall have been granted any
option, warrant or right, conditional or otherwise, to acquire
beneficial ownership of more than five percent of the units,
other than acquisitions for bona fide arbitrage purposes, or (ii)
any person or group shall have entered into a definitive
agreement or an agreement in principle or made a proposal with
respect to a merger, consolidation or other business combination
with or involving your partnership; or
o the offer to purchase may have an adverse effect on AIMCO's
status as a REIT; or
-30-
34
o we shall not have adequate cash or financing commitments
available to pay for the units validly tendered.
The foregoing conditions are for our sole benefit and may be asserted
by us regardless of the circumstances giving rise to such conditions or may be
waived by us in whole or in part at any time and from time to time in our
reasonable discretion. The failure by us at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right, the waiver of
any such right with respect to any particular facts or circumstances shall not
be deemed a waiver with respect to any other facts or circumstances and each
right shall be deemed a continuing right which may be asserted at any time and
from time to time.
18. CERTAIN LEGAL MATTERS.
GENERAL. Except as set forth in this Section 18, we are not, based on
information provided by your general partner (which is our subsidiary), aware of
any licenses or regulatory permits that would be material to the business of
your partnership, taken as a whole, and that might be adversely affected by our
acquisition of units as contemplated herein, or any filings, approvals or other
actions by or with any domestic or foreign governmental authority or
administrative or regulatory agency that would be required prior to the
acquisition of units by us pursuant to the offer, other than the filing of a
Tender Offer Statement on Schedule TO with the SEC (which has already been
filed) and any required amendments thereto. While there is no present intent to
delay the purchase of units tendered pursuant to the offer pending receipt of
any such additional approval or the taking of any such action, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to your partnership or its business, or that certain parts of its
business might not have to be disposed of or other substantial conditions
complied with in order to obtain such approval or action, any of which could
cause us to elect to terminate the offer without purchasing units thereunder.
Our obligation to purchase and pay for units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section 18.
ANTITRUST. We do not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of units
contemplated by our offer.
MARGIN REQUIREMENTS. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to our offer.
STATE LAWS. We are not aware of any jurisdiction in which the making
of our offer is not in compliance with applicable law. If we become aware of any
jurisdiction in which the making of the offer would not be in compliance with
applicable law, we will make a good faith effort to comply with any such law.
If, after such good faith effort, we cannot comply with any such law, the offer
will not be made to (nor will tenders be accepted from or on behalf of) limited
partners residing in such jurisdiction. In those jurisdictions with securities
or blue sky laws that require the offer to be made by a licensed broker or
dealer, the offer shall be made on behalf of us, if at all, only by one or more
registered brokers or dealers licensed under the laws of that jurisdiction.
19. FEES AND EXPENSES.
Except as set forth herein, we will not pay any fees or commissions
to any broker, dealer or other person for soliciting tenders of units pursuant
to the offer. We have retained River Oaks Partnership Services, Inc. to act as
Information Agent in connection with our offer. The Information Agent may
contact holders of units by mail, e-mail, telephone, telex, telegraph and
personal interview and may request brokers, dealers and other nominee limited
partners to forward materials relating to the offer to beneficial owners of the
units. We will pay the Information Agent reasonable and customary compensation
for its services in connection with the offer, plus reimbursement for
out-of-pocket expenses, and will indemnify it against certain liabilities and
expenses in connection therewith, including liabilities under the Federal
securities laws. We will also pay all costs and expenses of printing and mailing
the offer and any related legal fees and expenses.
----------
-31-
35
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF US NOT CONTAINED HEREIN, IN THE ACKNOWLEDGMENT AND
AGREEMENT OR THE LETTER OF TRANSMITTAL ATTACHED AS ANNEX II AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
We have filed with the SEC a Tender Offer Statement on Schedule TO,
pursuant to Sections 13(e)(4), 14(d)(1) and Rule 14d-3 under the Exchange Act,
furnishing certain additional information with respect to our offer, and may
file amendments thereto. Your partnership has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 pursuant to Section
14(d)(4) and Rule 14d-9 under the Exchange Act, furnishing certain additional
information about your partnership's and the general partner's position
concerning our offer, and your partnership may file amendments thereto. The
Schedules TO and 14D-9 and any amendments to either Schedule, including
exhibits, may be inspected and copies may be obtained at the same place and in
the same manner as described in "The Offer-Section 13. Certain Information
Concerning Your Partnership--Additional Information Concerning Your
Partnership."
The acknowledgment and agreement and any other required documents
should be sent or delivered by each limited partner or such limited partner's
broker, dealer, bank, trust company or other nominee to the Information Agent at
one of its addresses set forth below.
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, NJ 07606-2065 CARLSTADT, NJ 07072 CARLSTADT, NJ 07072
ATTN: REORGANIZATION DEPT. ATTN: REORGANIZATION DEPT.
FOR INFORMATION, PLEASE CALL:
TOLL FREE: (888) 349-2005
-32-
36
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO"); AIMCO-GP, Inc. ("AIMCO-GP") and the
general partner of your partnership are set forth below. The directors of AIMCO
are also set forth below. The two directors of AIMCO-GP are Terry Considine and
Peter Kompaniez. The two directors of the general partner of your partnership
are Peter K. Kompaniez and Patrick J. Foye. Unless otherwise indicated, the
business address of each executive officer and director is 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222-7900. Each executive officer and
director is a citizen of the United States of America.
NAME POSITION
---- --------
Terry Considine........................................ Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez..................................... Vice Chairman, President and Director
Thomas W. Toomey....................................... Chief Operating Officer
Harry G. Alcock........................................ Executive Vice President and Chief Investment Officer
Joel F. Bonder......................................... Executive Vice President, General Counsel and Secretary
Patrick J. Foye........................................ Executive Vice President
Lance J. Graber........................................ Executive Vice President - Acquisitions
Steven D. Ira.......................................... Co-Founder and Executive Vice President
Paul J. McAuliffe...................................... Executive Vice President and Chief Financial Officer
James N. Bailey........................................ Director
Richard S. Ellwood..................................... Director
J. Landis Martin....................................... Director
Thomas L. Rhodes....................................... Director
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
Terry Considine........................... Mr. Considine has been Chairman and Chief Executive Officer of
AIMCO and AIMCO-GP since July 1994. Mr. Considine serves as
Chairman of the Board of Directors of American Land Lease, Inc.
(formerly Asset Investors Corporation and Commercial Asset
Investors, Inc.), another public real estate investment trust.
Mr. Considine has been and remains involved as a principal in a
variety of other business activities.
-33-
37
Peter K. Kompaniez........................ Mr. Kompaniez has been Vice Chairman and a director of AIMCO
since July 1994 and was appointed President in July 1997. Mr.
Kompaniez has also served as Chief Operating Officer of NHP
Incorporated, which was acquired by AIMCO in December 1997. From
1986 to 1993, he served as President and Chief Executive Officer
of Heron Financial Corporation ("HFC"), a United States holding
company for Heron International, N.V.'s real estate and related
assets. While at HFC, Mr. Kompaniez administered the
acquisition, development and disposition of approximately 8,150
apartment units (including 6,217 units that have been acquired
by the AIMCO) and 3.1 million square feet of commercial real
estate.
Thomas W. Toomey.......................... Mr. Toomey served as Senior Vice President - Finance and
Administration of AIMCO from January 1996 to March 1997, when he
was promoted to Executive Vice-President-Finance and
Administration. Mr. Toomey served as Executive
Vice-President-Finance and Administration until December 1999,
when he was appointed Chief Operating Officer. From 1990 to
1995, Mr. Toomey served with Lincoln Property Company ("LPC") as
Vice President/Senior Controller and Director of Administrative
Services of Lincoln Property Services, where he was responsible
for LPC's computer systems, accounting, tax, treasury services
and benefits administration. From 1984 to 1990, he was an audit
manager with Arthur Andersen & Co. where he served real estate
and banking clients. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State University.
Harry G. Alcock........................... Mr. Alcock served as a Vice President of AIMCO from July 1996 to
October 1997, when he was promoted to Senior Vice President -
Acquisitions. Mr. Alcock served as Senior Vice
President-Acquisitions until October 1999, when he was promoted
to Executive Vice President and Chief Investment Officer. Mr.
Alcock has held responsibility for AIMCO's acquisition and
financing activities since July 1994. From June 1992 until July
1994, Mr. Alcock served as Senior Financial Analyst for PDI and
HFC. From 1988 to 1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles-based real estate developer, with
responsibility for raising debt and joint venture equity to fund
land acquisition and development. From 1987 to 1988, Mr. Alcock
worked for Ford Aerospace Corp. He received his B.S. from San
Jose State University.
Joel F. Bonder............................ Mr. Bonder was appointed Executive Vice President, General
Counsel and Secretary of AIMCO effective December 1997. Prior to
joining AIMCO, Mr. Bonder served as Senior Vice President and
General Counsel of NHP from April 1994 until December 1997. Mr.
Bonder served as Vice President and Deputy General Counsel of
NHP from June 1991 to March 1994 and as Associate General
Counsel of NHP Incorporated from 1986 to 1991. From 1983 to
1985, Mr. Bonder was with the Washington, D.C. law firm of Lane
& Edson, P.C. From 1979 to 1983, Mr. Bonder practiced with the
Chicago law firm of Ross and Hardies. Mr. Bonder received an
A.B. from the University of Rochester and a J.D. from Washington
University School of Law.
-34-
38
Patrick J. Foye........................... Mr. Foye was appointed Executive Vice President of AIMCO in May
1998. He is responsible for acquisitions of partnership
securities, consolidation of minority interests, and corporate
and other acquisitions. Prior to joining AIMCO, Mr. Foye was a
merger and acquisitions partner in the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman
of the Long Island Power Authority and serves as a member of the
New York State Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University Law School
and was Associate Editor of the Fordham Law Review.
Lance Graber.............................. Mr. Graber was appointed Executive Vice President - Acquisitions
in October 1999. His principal business function is
acquisitions. Prior to joining AIMCO, Mr. Graber was an
Associate from 1991 through 1992 and then a Vice President from
1992 through 1994 at Credit Suisse First Boston engaged in real
estate financial advisory services and principal investing. He
was a Director there from 1994 to May 1999, during which time he
supervised a staff of seven in the making of principal
investments in hotel, multi-family and assisted living
properties. Mr. Graber received a B.S. and an M.B.A. from the
Wharton School of the University of Pennsylvania.
Steven D. Ira............................. Mr. Ira is a Co-Founder of AIMCO and has served as Executive
Vice President - Property Operations of AIMCO since July 1994.
From 1987 until July 1994, he served as President of Property
Asset Management ("PAM"). Prior to merging his firm with PAM in
1987, Mr. Ira acquired extensive experience in property
management. Between 1977 and 1981 he supervised the property
management of over 3,000 apartment and mobile home units in
Colorado, Michigan, Pennsylvania and Florida, and in 1981 he
joined with others to form the property management firm of
McDermott, Stein and Ira. Mr. Ira served for several years on
the National Apartment Manager Accreditation Board and is a
former president of both the National Apartment Association and
the Colorado Apartment Association. Mr. Ira is the sixth
individual elected to the Hall of Fame of the National Apartment
Association in its 54-year history. He holds a Certified
Apartment Property Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment Association, a
Certified Property Manager (CPM) designation from the National
Institute of Real Estate Management (IREM) and he is a member of
the Board of Directors of the National Multi-Housing Council,
the National Apartment Association and the Apartment Association
of Greater Orlando. Mr. Ira received a B.S. from Metropolitan
State College in 1975.
-35-
39
Paul J. McAuliffe......................... Mr. McAuliffe has been Executive Vice President of AIMCO since
February 1999 and was appointed Chief Financial Officer in
October 1999. Prior to joining AIMCO, Mr. McAuliffe was Senior
Managing Director of Secured Capital Corporation and prior to
that time had been a Managing Director of Smith Barney, Inc.
from 1993 to 1996, where he was a key member of the underwriting
team that led AIMCO's initial public offering in 1994. Mr.
McAuliffe was also a Managing Director and head of the real
estate group at CS First Boston from 1990 to 1993 and he was a
Principal in the real estate group at Morgan Stanley & Co., Inc.
from 1983 to 1990. Mr. McAuliffe received a B.A. from Columbia
College and an MBA from University of Virginia, Darden School.
James N. Bailey........................... Mr. Bailey was appointed a Director of AIMCO in June 2000. In
Cambridge Associates, Inc. 1973, Mr. Bailey co-founded Cambridge Associates, Inc., which is
1 Winthrop Square, an investment consulting firm for non-profit institutions and
Suite 500 wealthy family groups. He is also Co-Founder, Treasurer and
Boston, MA 02110 Director of The Plymouth Rock Company, Direct Response
Corporation and Homeowners' Direct Corporation, each of which is
a United States personal lines insurance company. He received
his M.B.A. and J.D. degrees in 1973 from Harvard Business School
and Harvard Law School.
Richard S. Ellwood........................ Mr. Ellwood was appointed a Director of AIMCO in July 1994 and
12 Auldwood Lane is currently Chairman of the Audit Committee and a member of the
Rumson, NJ 07660 Compensation Committee. Mr. Ellwood is the founder and President
of R.S. Ellwood & Co., Incorporated, a real estate investment
banking firm. Prior to forming R.S. Ellwood & Co., Incorporated
in 1987, Mr. Ellwood had 31 years experience on Wall Street as
an investment banker, serving as: Managing Director and senior
banker at Merrill Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas Becker from 1978 to 1984;
general partner and then Senior Vice President and a director at
White, Weld & Co. from 1968 to 1978; and in various capacities
at J.P. Morgan & Co. from 1955 to 1968. Mr. Ellwood currently
serves as a director of Felcor Lodging Trust, Incorporated and
Florida East Coast Industries, Inc.
J. Landis Martin.......................... Mr. Martin was appointed a director of AIMCO in July 1994 and
199 Broadway became Chairman of the Compensation Committee on March 19, 1998.
Suite 4300 Mr. Martin is a member of the Audit Committee. Mr. Martin has
Denver, CO 80202 served as President and Chief Executive Officer of NL
Industries, Inc., a manufacturer of titanium dioxide, since
1987. Mr. Martin has served as Chairman of Tremont Corporation
("Tremont"), a holding company operating though its affiliates
Titanium Metals Corporation ("TIMET") and NL Industries, Inc.
("NL"), since 1990 and as Chief Executive Officer and a director
of Tremont since 1988. Mr. Martin has served as Chairman of
TIMET, an integrated producer of titanium, since 1987 and Chief
Executive Officer since January 1995. From 1990 until its
acquisition by a predecessor of Halliburton Company
("Halliburton") in 1994, Mr. Martin served as Chairman of the
Board and Chief Executive Officer of Baroid Corporation, an
oilfield services company. In addition to Tremont, NL and TIMET,
Mr. Martin is a director of Halliburton, which is engaged in the
petroleum services, hydrocarbon and engineering industries, and
Crown Castle International Corporation, a communications
company.
-36-
40
Thomas L. Rhodes.......................... Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is
215 Lexington Avenue a member of the Audit and Compensation Committees. Mr. Rhodes
4th Floor has served as the President and a Director of National Review
New York, NY 10016 magazine since November 1992, where he has also served as a
Director since 1998. From 1976 to 1992, he held various
positions at Goldman, Sachs & Co. and was elected a General
Partner in 1986 and served as a General Partner from 1987 until
November 1992. He is currently Co-Chairman of the Board,
Co-Chief Executive Officer and a Director of American Land
Lease, Inc. He also serves as a Director of Delphi Financial
Group and its subsidiaries, Delphi International Ltd., Oracle
Reinsurance Company and the Lynde and Harry Bradley Foundation.
-37-
41
ANNEX II
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED FEBRUARY 5, 2001 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON MARCH 6, 2001, UNLESS EXTENDED (AS EXTENDED FROM TIME TO TIME,
THE "EXPIRATION DATE")
- --------------------------------------------------------------------------------
TO PARTICIPATE IN THE OFFER, YOU MUST SEND A DULY COMPLETED AND EXECUTED COPY OF
THE ENCLOSED ACKNOWLEDGMENT AND AGREEMENT 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
THE ACKNOWLEDGMENT AND AGREEMENT OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS
OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY.
----------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP, PLEASE SEND IT TO THE INFORMATION
AGENT WITH THE ACKNOWLEDGMENT AND AGREEMENT.
----------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THE ACKNOWLEDGMENT AND AGREEMENT, 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
NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE
ACKNOWLEDGMENT AND AGREEMENT IS COMPLETED.
-38-
42
Ladies and Gentlemen:
The Signatory (the "Signatory") executing the Acknowledgment and Agreement
relating to the captioned offer (the "Acknowledgment and Agreement"), which is
enclosed, upon the terms and subject to the conditions set forth in the Offer,
hereby and thereby tenders to the Purchaser the units set forth in the box
entitled "Description of Units Tendered" on the Acknowledgment and Agreement,
including all interests represented by such units (collectively, the "Units"),
at the consideration indicated in the Offer as supplemented or amended.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed thereto in such Acknowledgment and Agreement.
Subject to and effective upon acceptance for consideration of any of the
Units tendered hereby and thereby in accordance with the terms of the Offer, the
Signatory hereby and thereby 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 and thereby 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, 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, any and 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 and limited partners of the Partnership, or the general
partner(s) and any affiliates thereof, 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.
NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE SIGNATORY HEREBY AND THEREBY 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 and thereby,
the Signatory hereby requests that the Purchaser be admitted to the Partnership
as a 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 thereby 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 limited partners to receive payment for Units validly tendered and
accepted for payment pursuant to the Offer.
By executing the enclosed Acknowledgment and Agreement, the Signatory
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 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 consideration any or all of the Units tendered hereby. In
such event, the Signatory understands that any Acknowledgment and
-39-
43
Agreement 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 ON OR AFTER APRIL 3, 2001 IF UNITS VALIDLY TENDERED HAVE
NOT BEEN ACCEPTED FOR PAYMENT.
THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND THE GENERAL PARTNER DOES NOT MAKE ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE SIGNATORY HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.
The Signatory hereby and thereby represents and warrants for the benefit of
the Partnership and the Purchaser that the Signatory owns the Units tendered
hereby and thereby 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 thereby 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 and therein are in
compliance with all applicable laws and regulations.
All authority herein or therein conferred or agreed to be conferred shall
survive the death or incapacity of the Signatory, 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 represents and warrants that, to the extent a certificate
evidencing the Units tendered hereby and thereby (the "original certificate") is
not delivered by the Signatory together with the Acknowledgment and Agreement,
(i) the Signatory represents and warrants to the Purchaser that the Signatory
has not sold, 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.
-40-
44
INSTRUCTIONS FOR COMPLETING THE ACKNOWLEDGMENT AND AGREEMENT
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Acknowledgment and Agreement (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 5:00 P.M., New York Time,
on the Expiration Date, unless extended. To ensure receipt of the
Acknowledgment and Agreement and any other required documents, it is
suggested that you use overnight courier delivery or, if the Acknowledgment
and Agreement 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 Box
2 entitled "Description of Units Tendered" on the Acknowledgment and
Agreement under the column entitled "Total Number of Units Owned (#)."
If you would like to tender only a portion of your Units, please so
indicate in the space provided in the box.
THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED
PARTNER 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 the Letter of
Transmittal and completing the Acknowledgment and Agreement, to tender
Units, limited partners must sign at the "X" in the Signature Box (Box 1)
of the Acknowledgment and Agreement. The signature(s) must correspond
exactly with the names printed (or corrected) on the front of the
Acknowledgment and Agreement. NO SIGNATURE GUARANTEE ON THE ACKNOWLEDGMENT
AND AGREEMENT IS REQUIRED IF THE ACKNOWLEDGMENT AND AGREEMENT IS SIGNED BY
THE LIMITED PARTNER (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 the Acknowledgment and Agreement.
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 bank, broker, dealer, credit union,
savings association, or other entity which is a member in good standing of
the Securities Agents Medallion Program or a bank, broker, dealer, credit
union, savings association, or other entity which is an "eligible guarantor
institution" as the term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934 (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 Box 3 in the Acknowledgment and
Agreement. If the Acknowledgment and Agreement 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 Acknowledgment and Agreement, 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).
-41-
45
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.
Partnerships should furnish a copy
of the partnership 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 limited partner(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the limited
partner(s)' taxpayer identification number ("TIN") and certify as true,
under penalties of perjury, the representations in Box 6 and Box 7 of the
Acknowledgment and Agreement. By signing the Signature Box, the limited
partner(s) certifies that the TIN as printed (or corrected) on
Acknowledgment and Agreement in the box entitled "Description of Units
Tendered" and the representations made in Box 6 and Box 7 of the
Acknowledgment and Agreement 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 limited partner that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box 6 and Box 7 of the Acknowledgment and Agreement.
BOX 6 - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering limited partners must
certify to the Purchaser that the TIN as printed (or corrected) on the
Acknowledgment and Agreement 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
limited partner being subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering limited partner must certify, under
penalty of perjury, that such limited partner is not subject to backup
withholding. Certain limited partners (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.
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 limited partner(s) certifies that the TIN
as printed (or corrected) on the front of the Acknowledgment and Agreement
is correct.
-42-
46
BOX 7 - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
limited partner transferring interests in a partnership with real estate
assets meeting certain criteria certify under penalty of perjury the
representations made in Box 7, or be subject to withholding of tax equal to
10% of the consideration for interests 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.
FOREIGN PERSONS -- In order for a tendering limited partner 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 limited partner must
submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Forms for such statements can be obtained from
the Information Agent.
5. VALIDITY OF ACKNOWLEDGMENT AND AGREEMENT. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of an
Acknowledgment and Agreement 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 the Acknowledgment and Agreement)
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. The Acknowledgment and
Agreement 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 an Acknowledgment and Agreement 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 consideration 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 Acknowledgment and Agreement or if consideration is to be sent to
someone other than such signer or to an address other than that set forth
on the Acknowledgment and Agreement in the box entitled "Description of
Units Tendered," the appropriate boxes on the Acknowledgment and Agreement
must be completed.
-43-
47
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 The ward, minor or incompetent person (3)
committee 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 The organization
organization account
12. Partnership account held in the name of the The partnership
business
13. Association, club, or other tax-exempt The organization
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.
(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.
-44-
48
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.
- 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 (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.
-45-
49
The Acknowledgment and Agreement and any other documents required by the
Letter of Transmittal should be sent or delivered by each limited partner or
such limited partner's broker, dealer, bank, trust company or other nominee to
the Information Agent at one of its addresses set forth below.
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.
For information, please call:
TOLL FREE: (888) 349-2005
-46-