EXHIBIT (a)(6)
AIMCO PROPERTIES, L.P.
c/o River Oaks Partnership Services, Inc.
P.O. Box 2065 S. Hackensack, N.J. 07606-2065
(888) 349-2005
November 5, 2002
Dear Limited Partner:
McDowell Foods, Inc., a third party not affiliated with your
partnership ("MFI"), has sent an unregistered offer (the "McDowell Offer") to
purchase up to 100 of the outstanding limited partnership units at $192.00 per
unit of Real Estate Associates Limited V (the "Partnership") on a
"first-receive, first-buy" basis. The McDowell Offer is a two page generic
document that provides no information regarding the Partnership's properties or
its operations.
Currently, AIMCO Properties, L.P. ("AIMCO Properties"), an affiliate of
your General Partner, is making a tender offer (the "AIMCO Offer") for the units
of the Partnership for $129.00 per unit in cash, reduced by the aggregate amount
of distributions per unit, if any, made by your partnership on or after the
commencement of the AIMCO Offer and prior to the date on which it acquires your
units pursuant to its offer. However, it should be noted that the McDowell
Offer, for $192.00 per unit, is also reduced by any distributions declared by
your Partnership after October 10, 2002 and requires you to pay a transfer fee
of $100.00 per transaction to MFI. It is not clear whether this transfer fee is
in addition to the $80.00 fee imposed by the general partner. You will not have
to pay any transfer fees if you tender your units to AIMCO Properties; AIMCO
Properties and its affiliates will incur the costs associated with the transfer.
The Partnership, through its general partner, AIMCO Capital, Inc. (the
"General Partner"), is required by the rules of the Securities and Exchange
Commission to make a recommendation whether you should accept or reject such
offer or whether the Partnership is remaining neutral with respect to such
offer. Due to its affiliation with AIMCO Properties, the Partnership is making
no recommendation and is remaining neutral as to whether limited partners should
tender their units pursuant to the Offers. The Partnership does believe,
however, that Limited Partners who desire to presently liquidate their interest
in the Partnership should tender their units for the greatest net purchase price
available, taking into consideration all transfer and other fees, and the
likelihood of their units being accepted for payment. In this regard, we note
that the McDowell Offer is limited to only 100 units on a "first-receive,
first-buy" basis.
You should compare the offers carefully. Depending on the number of
units held by you, and the final amount of all transfer fees, many of you may
receive the greatest net price by tendering your units into the AIMCO Offer.
Limited partners who have previously tendered their units in response to the
AIMCO Offer are free to withdraw their units at any time in accordance with the
procedures set out in the Offer to Purchase.
If you have not already done so, please remember that to accept the
AIMCO Offer the enclosed Acknowledgement and Agreement must be received before
midnight, New York time, on November 11, 2002.
If you have any questions or need assistance in completing the enclosed
Acknowledgement and Agreement, please contact our information agent, River Oaks
Partnership Services, Inc., toll free, at (888) 349-2005.
AIMCO CAPITAL, INC.
(FORMERLY NATIONAL PARTNERSHIP INVESTMENTS CORP.)
General Partner
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
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By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, NJ 07606- Carlstadt, NJ 07072 Carlstadt, NJ 07072
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
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