June 3, 2002
Supplement to
Offer to Purchase for Cash
AIMCO
AIMCO PROPERTIES, L.P.
IS OFFERING TO PURCHASE LIMITED PARTNERSHIP UNITS IN
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
FOR
$166.00 PER UNIT IN CASH
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OUR OFFER HAS BEEN EXTENDED. YOUR RIGHTS TO TENDER AND WITHDRAW YOUR UNITS WILL
NOW EXPIRE AT MIDNIGHT, NEW YORK TIME ON
JUNE 18, 2002
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On May 7, 2002, we offered to purchase the limited partnership units of
Consolidated Capital Institutional Properties upon the terms and subject to the
conditions of the offer to purchase of that date, as supplemented on May 15,
2002 (as so supplemented, the "Offer to Purchase"). This notice supplements the
information contained in the Offer to Purchase, modifies certain conditions and
extends the offer period. We are using the same defined terms in this supplement
that we used in the Offer to Purchase.
WE ARE ISSUING THIS SUPPLEMENT TO YOU TO MODIFY CERTAIN CONDITIONS AND TO MAKE
OTHER CLARIFYING CHANGES. WE URGE YOU TO READ THE FOLLOWING PARAGRAPHS
CAREFULLY. PLEASE READ THE OFFER TO PURCHASE, TOGETHER WITH THIS SUPPLEMENT, FOR
A DESCRIPTION OF OUR OFFER. QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES OF THE
OFFER TO PURCHASE, THIS SUPPLEMENT, THE AMENDED ACKNOWLEDGMENT AND AGREEMENT, OR
THE LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT (888)
349-2005.
EXTENSION OF TERM
We have extended the term or our offer. The offer was scheduled to
expire on June 6, 2002, but has been extended to midnight, New York time on June
18, 2002. If you have not already done so, please remember that to accept our
offer, you must complete and return the enclosed amended acknowledgement and
agreement and related documents, as more fully described below, in time for us
to receive it on or before midnight, New York time on June 18, 2002. As of May
31, 2001, 528.5 units, or .26%, had been tendered to us in response to this
offer.
ELIMINATION OF "99% PRORATION RESTRICTION"
In various places in the Offer to Purchase we state that, upon the
terms and subject to the conditions set forth in the Offer to Purchase, if our
purchase of any and all units validly tendered and not properly withdrawn would
result in the partnership having fewer than 320 unit holders, we will purchase
only 99% of the total number of units so tendered by each participating unit
holder. We have provided, in the amended conditions set forth below, that we
will not purchase any units in the offer, if, as a result of the consummation of
the offer, there would be 320 or fewer unit holders outstanding. Therefore, we
are deleting all references in the Offer to Purchase limiting our acceptance in
this situation to 99% of the total number of units tendered.
AMENDMENTS TO CONDITIONS; ADDITIONAL CONDITION
We are amending the first, third and eighth bullet points contained
under "Section 17. Conditions to the Offer" to read as set forth below, to
clarify our intent with respect to those conditions. As described above, we are
adding a condition in the event there are 320 or fewer unit holders outstanding
as a result of the consummation of 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 a material adverse effect on 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% measured from the close on
the last trading day preceding the date of this offer and the
close on the last trading day preceding to the expiration of this
offer, (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 measured between
the close on the last trading day preceding the date of this
offer and the close on the last trading day preceding the
expiration of this offer, (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, 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
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properly presented to the limited partners, or (v) might result,
in our reasonable judgment, in a material 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
o we shall not have as a result of events or circumstances beyond
our reasonable control adequate cash or financing commitments
available to pay for the units validly tendered; or
o there would be 320 or fewer unit holders outstanding as a result
of the consummation of the offer.
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 at any time prior to the expiration of this offer in our
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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.
REVISION OF RISK FACTOR
The text under "Risk Factors - Our offer price may not represent
liquidation value" set forth under "Risk Factors" of the Offer to Purchase is
hereby replaced in its entirety by inserting the following in lieu thereof:
The actual proceeds obtained from liquidation are highly uncertain and
could be more than our estimate. You should note in particular that we purchased
24 units on March 29, 2002 in a private purchase for $421.00 per unit. Also,
units of your partnership have been purchased since January 1, 2000 in secondary
markets for prices up to $443.08 per unit as reported by The Partnership
Spectrum (see "Section 9. Background and Reasons for the Offer - Prices on
Secondary Markets") and by us in tender offers for prices up to $440.00 per unit
(see "Section 9. Background and Reasons for the Offer - Prior Tender Offers").
Accordingly, our offer price could be less than the net proceeds that you would
realize upon an actual liquidation of your partnership.
DETERMINATION OF OFFER PRICE
The last sentence under "Determination of Offer Price" set forth under
"Section 9. Background and Reasons for the Offer" of the Offer to Purchase is
hereby replaced in its entirety by inserting the following in lieu thereof:
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, and we considered the
actual and pro forma operating results of the partnership.
LEGAL PROCEEDINGS
On April 29, 2002, the Court heard oral argument on plaintiffs' motion
for class certification. The Court has ordered further briefing, which is due by
June 12, 2002, after which time the Court will take the matter under submission.
INCORPORATION BY REFERENCE
We have incorporated the following document by reference to the
indicated filings by AIMCO Properties, L.P. with the Securities and Exchange
Commission:
Quarterly Report of AIMCO Properties, L.P., for the period ending March
31, 2002 filed on Form 10-Q on May 14, 2002.
Please note that your partnership has also filed a Quarterly Report on
Form 10-Q for the period ended March 31, 2002. That report may be obtained in
the manner set forth in the Offer to Purchase.
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If you decide to accept our offer, you should complete and sign the
enclosed amended acknowledgment and agreement as instructed in the letter of
transmittal attached as Annex I. 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 in the letter of transmittal. If you already submitted an acknowledgment
and agreement and do not wish to withdraw your tender, then we will deem the
terms of the amended form of the acknowledgment and agreement enclosed in this
mailing to supersede the terms of the previously submitted acknowledgment and
agreement. (The forms differ only in that the form enclosed herewith does not
request that you acknowledge that you have "reviewed" the offering material.)
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The Acknowledgment and Agreement and any other documents required by
the Letter of Transmittal should be sent or delivered by each unitholder or such
unitholder'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 Via Facsimile: (201) 460-2889
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ANNEX I
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED MAY 7, 2002 (THE "OFFER DATE"), AS SUPPLEMENTED MAY 15, 2002
AND JUNE 3, 2002
BY
AIMCO PROPERTIES, L.P.
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THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT MIDNIGHT, NEW YORK TIME,
ON JUNE 18, 2002, UNLESS EXTENDED (AS EXTENDED FROM TIME TO TIME,
THE "EXPIRATION DATE")
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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
By Facsimile:
(201) 460-2889
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.
Annex I - Page 1
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 to purchase, 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 to purchase 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
to purchase, 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 to purchase, 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 his ownership 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, damages paid in connection with any
existing or future litigation and all other distributions and payments made 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 past, present and future
claims, if any, of the Signatory whether on behalf of the Partnership,
individually or on behalf of a putative class (including without limitation any
claims against limited partners of the Partnership, the general partner(s)
and/or any affiliates thereof) under, arising out of or related to the
Partnership Agreement, the Purchase Agreement, the Signatory's status as a
limited partner, the terms or conditions of thE offer to purchase, the
management of the Partnership, monies loaned or advanced, services rendered to
the Partnership or its partners, or any other claims arising out of OR related
to the Signatory's ownership of Units in the Partnership.
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,
Annex I - Page 2
from time to time, to one or more of its affiliates, the right to purchase Units
tendered pursuant to the offer to purchase, but any such transfer or assignment
will not relieve the Purchaser of its obligations under the offer to purchase or
prejudice the rights of tendering limited partners to receive payment for Units
validly tendered and accepted for payment pursuant to the offer to purchase.
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 to purchase 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 to purchase. The Signatory
recognizes that under certain circumstances set forth in the offer to purchase,
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 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 TO PURCHASE MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE OR ON OR AFTER JULY 8, 2002
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 TO PURCHASE. THE SIGNATORY HAS MADE HIS OR HER OWN DECISION TO TENDER
UNITS. THE SIGNATORY ALSO REPRESENTS AND WARRANTS THAT HE OR SHE WAS ADVISED TO
CONSULT AN ATTORNEY WITH RESPECT TO HIS OR HER DECISION WHETHER TO TENDER
HIS/HER INTEREST(S).
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.
Annex I - Page 3
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 midnight, 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.
Annex I - Page 4
DECEASED OWNER (JOINT TENANT) - Copy of death certificate.
DECEASED OWNER (OTHERS) - Copy of death certificate (see also
Executor/Administrator/Guardian below).
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 30% 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).
Annex I - Page 5
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.
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 30%
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.
Annex I - Page 6
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.
- -------------------------------------------------------------- -------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE TAXPAYER IDENTIFICATION
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 to Minors Act) The minor(2)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor(1)
6. Account in the name of guardian or committee for a The ward, minor or incompetent person(3)
designated ward, minor or incompetent person(3)
7. a. The usual revocable savings trust account (grantor The grantor trustee(1)
is also trustee)
b. So-called trust account that is not a legal or valid The actual owner(1)
trust under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture in the name The public entity
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.
Annex I - Page 7
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
30% 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.
Annex I - Page 8
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. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By facsimile: For information please call:
(201) 460-2889 TOLL FREE (888) 349-2005
Or
(201) 896-1900
Annex I - Page 9