Offer to Purchase For Cash
AIMCO
AIMCO Properties, L.P.
is offering to purchase limited partnership units in
WINTHROP GROWTH INVESTORS 1
LIMITED PARTNERSHIP
FOR $560.00 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
units validly tendered in response to our offer. If units are validly tendered
(and not properly withdrawn) and the purchase of those units would result in
there being fewer than 320 unitholders in your partnership, we will not purchase
any of the units tendered, terminate the offer and return all units to the
tendering limited partners. See "The Offer--Section 2. Acceptance for Payment
and Payment for Units" and "Section 17. Conditions of the Offer."
Our offer and your withdrawal rights will expire at midnight, New York City
time, on June 6, 2003, 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 by the amount of any distributions subsequently
made by your partnership prior to the expiration of our offer.
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 $560.00 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair market
value of your units.
o Your partnership's general partner and the residential property manager are
affiliates 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, which is attached to this offer to purchase as Annex II. The signed
acknowledgment and agreement and any other documents required by the letter of
transmittal must be mailed or delivered to The Altman Group, 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 BE DIRECTED TO
THE INFORMATION AGENT AT (800) 461-2657.
MAY 9, 2003
(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 The general partner makes no recommendation as to whether you should
tender your units.
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 of your partnership and most amendments
to the partnership agreement.
THE INFORMATION AGENT FOR THE OFFER IS:
THE ALTMAN GROUP, INC.
<Table>
By Mail: By Overnight Courier: By Hand:
1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 461-2657 (800) 461-2657 (800) 461-2657
By Facsimile: By Telephone:
(201) 460-0050 TOLL FREE (800) 461-2657
</Table>
-ii-
TABLE OF CONTENTS
<Table>
<Caption>
Page
----
SUMMARY TERM SHEET.................................................................................................1
RISK FACTORS.......................................................................................................3
We did not obtain a third-party valuation or appraisal and did not determine our offer price through
arms-length negotiation.......................................................................................3
Our offer price may not represent fair market value.............................................................3
Our offer price does not reflect future prospects...............................................................3
Our offer price may be less than liquidation value..............................................................3
Continuation of the partnership; no time frame regarding sale of partnership interests or property..............3
Holding your units may result in greater future value...........................................................4
Your general partner faces conflicts of interest with respect to the offer......................................4
Your general partner is not making a recommendation with respect to this offer..................................4
Your general partner faces conflicts of interest relating to management fees....................................4
We may make a future offer at a higher price....................................................................4
You will recognize taxable gain on a sale of your units.........................................................4
If you tender units to us in this offer, you will no longer be entitled to distributions from your partnership..5
If we acquire a substantial number of units in this offer, we could control your partnership....................5
You could recognize gain in the event of a reduction in your partnership's liabilities..........................5
We may delay our acceptance of, and payment for, your units.....................................................5
Your partnership has a significant balloon payment on its mortgage debt.........................................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..................................................................................10
Section 5. Extension of Tender Period; Termination; Amendment; No Subsequent Offering Period..................10
Section 6. Certain Federal Income Tax Matters.................................................................11
Section 7. Effects of the Offer...............................................................................13
Section 8. Information Concerning Us and Certain of Our Affiliates............................................14
Section 9. Background and Reasons for the Offer...............................................................17
Section 10. Position of the General Partner of your Partnership with respect to the Offer...................22
Section 11. Conflicts of Interest and Transactions with Affiliates..........................................23
Section 12. Future Plans of the Purchaser...................................................................25
Section 13. Certain Information concerning your Partnership.................................................25
Section 14. Voting Power....................................................................................32
Section 15. Source of Funds.................................................................................32
Section 16. Dissenters' Rights..............................................................................32
Section 17. Conditions of the Offer.........................................................................32
Section 18. Certain Legal Matters...........................................................................35
Section 19. Fees and Expenses...............................................................................35
ANNEX I - OFFICERS AND DIRECTORS...................................................................................1
ANNEX II - LETTER OF TRANSMITTAL...................................................................................1
</Table>
-iii-
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.
o THE OFFER. Subject to the terms hereof, we are offering to acquire
limited partnership units of Winthrop Growth Investors 1 Limited
Partnership, your partnership, for $560.00 per unit in cash. See "The
Offer--Section 1. Terms of the Offer; Expiration Date; Proration", "The
Offer--Section 7. Effects of the Offer" 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 The per unit liquidation value of your partnership, which we
calculated to be $560.00, based on the unaudited, pro forma
operating results of your partnership for the quarter ended
March 31, 2003, as capitalized using the direct capitalization
method and using a capitalization rate of 11.00% with respect
to Ashton Ridge Apartments and 10.76% with respect to
Stratford Place Apartments.
o Prices at which units have recently sold to the extent such
information is available to us.
o The absence of a trading market for the units. See "The
Offer--Section 9. Background and Reasons for the
Offer--Comparison of Offer Price to Alternative
Consideration."
o PRORATIONS. If more units than can be purchased under the partnership
agreement are tendered and not withdrawn, we will accept for payment
and pay for those units so tendered, which do not violate the terms of
your partnership agreement, pro rata according to the number of units
so tendered, with appropriate adjustments to avoid purchases of
fractional units. See "The Offer--Section 2. Acceptance for Payment and
Payment for Units."
o EXPIRATION DATE. Our offer expires on June 6, 2003, 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 which is attached to
this offer to purchase as Annex II, to the Information Agent, The
Altman Group, Inc., at one of the addresses set forth on the back of
this offer to purchase. See "The Offer--Section 3. Procedure for
Tendering Units."
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 July 3, 2003 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 offer. See "The Offer--Section 15. Source
of Funds."
o CONDITIONS OF THE OFFER. There are a number of conditions of 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, the absence of certain changes in the
financial markets, and there being at least 320 unitholders outstanding
upon the consummation of the offer. See "The Offer--Section 7. Effects
of the Offer," and "Section 17. Conditions of 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." We and our affiliates
currently own 10,463.25 units, or 45.22%, of the outstanding units of
your partnership.
o CONFLICTS OF INTEREST; MANAGEMENT FEES. Our affiliate receives fees for
managing your partnership's residential property and the general
partner of your partnership (which is also our affiliate) is entitled
to receive asset management fees and 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 because if your partnership were liquidated, your general
partner would not continue to receive the fees it currently receives.
However, we do not believe that the liquidation of your partnership is
in the best interest of the unitholders and therefore believe that the
fees paid to the general partner would continue even if the offer were
not consummated. See "The Offer--Section 11. Conflicts of Interest and
Transactions with Affiliates" 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 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 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-
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:
WE DID NOT OBTAIN A THIRD-PARTY VALUATION OR APPRAISAL AND DID NOT DETERMINE OUR
OFFER PRICE THROUGH 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.
OUR 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 upon a sale of your units in an open market. Such prices could be higher
than our offer price. For example, units of your partnership have been purchased
since January 1, 2001 in secondary markets for prices up to $310.00 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 $512.00 per unit (see "Section 9. Background and Reasons for the Offer -
Prior Tender Offers").
OUR OFFER PRICE DOES NOT REFLECT FUTURE PROSPECTS.
Our offer price is based on your partnership's pro forma property
income for the year ended December 31, 2002. It does not ascribe any value to
potential future improvements in the operating performance of your partnership's
residential property.
OUR OFFER PRICE MAY BE LESS THAN LIQUIDATION VALUE.
The actual proceeds obtained from liquidation are highly uncertain and
could be more or less than our estimate. Other persons could derive different
estimates of the liquidation value. If your partnership were to sell its assets
and liquidate, the value of the assets would be determined through negotiations
with third parties, who may use different valuation methods to determine the
price of your partnership's assets. Accordingly, our offer price could be higher
or lower 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 PARTNERSHIP
INTERESTS OR PROPERTY.
Your general partner, which is our affiliate, is proposing to continue
to operate your partnership and not to attempt to liquidate it at the present
time. Your partnership's prospectus, pursuant to which units in your partnership
were sold, indicated that your partnership was intended to be self-liquidating
and that it was anticipated that the partnership's properties would be sold
within five to seven years of their acquisition, provided market conditions
permit. The prospectus also indicated that there would be no assurance that the
partnership would be able to so liquidate and that, unless sooner terminated as
provided in the partnership agreement, the existence of the partnership would
continue until the year 2003.
The general partner of your partnership intends to solicit the consent
of the limited partners to extend the term of your partnership by amending the
agreement of limited partnership to provide that your partnership will terminate
no later than December 31, 2021. If the limited partners approve the extension
of the partnership's term, it is not known when the property owned by your
partnership may be sold. The units in the partnership are illiquid, and it may
be difficult to sell your investment in the partnership in the future. 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
-3-
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 the partners on a sale of property. If the limited partners approve the
extension of the partnership's term, we cannot predict when your partnership's
property will be sold or otherwise disposed of.
HOLDING YOUR 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.
YOUR GENERAL PARTNER FACES CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER.
The general partner of your partnership is our affiliate 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.
YOUR GENERAL PARTNER IS NOT MAKING A RECOMMENDATION WITH RESPECT TO THIS OFFER.
The general partner of your partnership makes no recommendation as to
whether or not you should tender or refrain from tendering your units. 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.
YOUR GENERAL PARTNER FACES CONFLICTS OF INTEREST RELATING TO MANAGEMENT FEES.
Because we or our affiliates 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.
WE MAY MAKE A 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.
YOU WILL RECOGNIZE 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.
-4-
IF YOU TENDER UNITS TO US IN THIS OFFER, YOU WILL NO LONGER BE ENTITLED TO
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.
IF WE ACQUIRE A SUBSTANTIAL NUMBER OF UNITS IN THIS OFFER, WE COULD CONTROL 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 affiliate, 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 10,463.25 or 45.22%, of
the outstanding limited partner units of your partnership. If we acquire more
than an additional 4.78% of the outstanding limited partner units, we and our
affiliates will own a majority of the outstanding limited partner units and will
have the ability to control such votes of the limited partners.
YOU COULD RECOGNIZE GAIN IN THE EVENT OF A REDUCTION IN YOUR PARTNERSHIP'S
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.
WE MAY DELAY OUR ACCEPTANCE OF, AND PAYMENT FOR, YOUR UNITS.
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.
YOUR PARTNERSHIP HAS A SIGNIFICANT BALLOON PAYMENT ON ITS MORTGAGE DEBT.
Your partnership has a balloon payment of $7,739,000 due on its
mortgage debt on July 1, 2006. Your partnership's agreement of limited
partnership provides that your partnership will terminate no later than December
31, 2003. At December 31, 2003, your partnership will have approximately
$18,726,279 due on its mortgage debt. Unless the partnership agreement is
amended to extend the term of the partnership, your partnership will have to
refinance such debt, sell assets or otherwise obtain additional funds prior to
the balloon payment due date, or it will be in default and could lose the
property to foreclosure. The general partner of your partnership intends to
solicit the consent of the limited partners to extend the term of your
partnership by amending the agreement of limited partnership to provide that
your partnership will terminate no later than December 31, 2021.
THE OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION
We are offering to acquire limited partnership units in your
partnership for $560.00 per unit in cash, upon the terms and subject to the
conditions of the offer. The purchase price per unit will be automatically
reduced by the aggregate amount of distributions per unit, if any, made by your
partnership on or after the commencement of our
-5-
offer and prior to the date on which we acquire your units pursuant to our
offer. If the offer price is reduced in this manner, we will notify you and, if
necessary, we will extend the offer period so that you will have at least ten
business days from the date of our notice to withdraw the units.
If, prior to the expiration date, we increase the consideration offered
pursuant to the offer, everyone whose units are accepted in the offer will
receive the increased consideration, regardless of whether the units were
tendered prior to the increase in offer consideration.
Upon the terms and subject to the conditions of the offer, we will
accept (and thereby purchase) 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 midnight, New York City time, on June 6, 2003,
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.
If more units than can be purchased under your partnership agreement
are tendered and not withdrawn, we will accept for payment and pay for those
units so tendered, which do not violate the terms of your partnership agreement,
pro rata according to the number of units so tendered, with appropriate
adjustments to avoid purchases of fractional units. See "The Offer - Section 2.
Acceptance for Payment and Payment for Units."
The offer is not conditioned upon any minimum number of units being
tendered. However, the offer is conditioned on satisfaction of certain
conditions, including among other things, there being at least 320 unitholders
remaining after our purchase of all units validly tendered and not properly
withdrawn prior to the expiration date in accordance with the procedures set
forth in "The Offer--Section 4. Withdrawal Rights." See "The Offer--Section 17.
Conditions of the Offer," which sets forth in full the conditions of the offer.
We reserve the right (but in no event shall we be obligated) 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. In accordance with the terms of
the partnership agreement, the transfer of units will be effective as of the
first day of the quarter following receipt of the instrument assigning the
units.
This offer is being mailed on or about May 9, 2003 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 as of April 30, 2003.
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, 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. The purchase price per unit will
automatically be reduced by the aggregate amount of distributions per unit, if
any, made by your partnership on or after the commencement of our offer and
prior to the date on which we acquire your units pursuant to our offer. 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 units validly tendered, with appropriate
adjustments to avoid purchases that would violate the agreement of limited
-6-
partnership of your partnership and any relevant procedures or regulations
promulgated by the general partner or applicable law. 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.
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. But if more units than can be purchased under the partnership agreement
are so tendered and not withdrawn, we will accept for payment and pay for those
units so tendered which do not violate the terms of your partnership agreement,
pro rata according to the number of units so tendered, with appropriate
adjustments to avoid purchases of fractional units.
If proration of tendered units is required, then, subject to our
obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934 (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 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 July 3,
2003, 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.
-7-
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 directions. The proxy and
power of attorney 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.
ASSIGNMENT OF INTEREST IN FUTURE DISTRIBUTIONS. By executing the
acknowledgment and agreement, you will irrevocably sell, assign, transfer,
convey and deliver to, or upon the order of, AIMCO Properties, all of your
right, title and interest in and to such units tendered that are accepted for
payment pursuant to the offer, including, without limitation, (i) all of your
interest in the capital of your partnership, and interest in all profits, losses
and
-8-
distributions of any kind to which you shall at any time be entitled in respect
of your ownership in 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 you and accepted for
payment and thereby purchased by us; (ii) all other payments, if any, due or to
become due to you in respect of the units, under or arising out of your
partnership's agreement of limited partnership 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 your claims, rights, powers, privileges, authority, options,
security interests, liens and remedies, if any, under or arising out of your
partnership's agreement of limited partnership, the Purchase Agreement or your
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 your partnership; and (iv) all of your past,
present and future claims, if any, whether on behalf of your 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 your
partnership's agreement of limited partnership, the Purchase Agreement, your
status as a limited partner, the terms or conditions of this offer, the
management of your partnership, monies loaned or advanced, services rendered to
your partnership or its partners, or any other claims arising out of or related
to your ownership of the units. 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 any defect or irregularity in any tender with respect to
any particular unit of any particular limited partner, and 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, provided that if we waive any condition with
respect to one unit, we will waive such condition as to all units. 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.
BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible
application of back-up federal income tax withholding of 30% 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
-9-
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 July 3, 2003
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. Procedure 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 (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 of 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 of 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
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.
The offer may be extended or delayed, and no payment will be made in
respect of the tendered units until the expiration of the offer and the
acceptance of units for payment. 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.
-10-
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, subsequent offering
periods may be provided in tender offers for "any and all" outstanding units of
a partnership. 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. Because of the remote possibility
that we may purchase fewer than all units tendered, a subsequent offering period
is not available to us.
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
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 interest 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.
-11-
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 (a)
your share of partnership cash distributions, (b) any decreases in your share of
partnership liabilities, (c) your share of partnership losses, and (d) 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 interest 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 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.
-12-
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 30% 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. See "The Offer--Section 2. Acceptance for
Payment and Payment for Units." During the last 12 months, approximately 3.11%
of the total interest in capital and profits of your partnership have been
transferred.
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,
which could result in the recognition of partnership income, gain, or loss in an
earlier taxable period than such income, gain, or loss would otherwise be
reported for income tax purposes had your partnership not terminated.
7. EFFECTS OF THE OFFER.
Because the general partner of your partnership is our affiliate, 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 10,463.25 or 45.22%, of the outstanding
limited partnership units of your partnership. If we acquire more than 4.78% of
the outstanding limited partnership units pursuant to this offer, we and our
affiliates will own more than 50% of the total outstanding limited partnership
units. This interest, combined with our control of your partnership's general
partner, would allow us to control the outcome of most voting decisions with
respect to your partnership. Even if we acquire a lesser number of units
pursuant to this offer, we may be able to significantly influence the outcome of
most 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
-13-
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. If 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 in accordance with
the terms of our offer 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 unitholders tender their units pursuant to our offer,
the result will be a reduction in the number of unitholders 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 currently has 657 unitholders. If units
are validly tendered (and not properly withdrawn) and the purchase of those
units would result in there being fewer than 320 unitholders in your
partnership, we will not purchase any of the units tendered, terminate the
offer, and return all tendered units to the tendering limited partners to assure
that there is no reasonable likelihood that the partnership would have fewer
than 320 unitholders as a result of the offer. See "The Offer--Section 17.
Conditions of the Offer."
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
("AIMCO Properties"). 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. Based on
apartment unit data compiled by the National Multi Housing Council, we believe
that AIMCO is one of the largest owners and managers of multi-family apartment
properties in the United States, with a total portfolio of 318,152 apartment
units in 1,788 properties located in 47 states, the District of Columbia and
Puerto Rico. As of December 31, 2002, AIMCO:
-14-
- owned a controlling equity interest (consolidated) in 187,506
units in 728 apartment properties;
- owned a non-controlling equity interest (unconsolidated) in
72,924 units in 511 apartment properties, of which 64,937 unit
were managed by us; and
- provided services or managed, for third party owners, 56,722
units in 549 apartment properties, primarily pursuant to
long-term agreements (includes 45,187 units in 448 apartment
properties that are asset managed only, and not also property
managed).
AIMCO's Class A Common Stock is listed and traded on the New York Stock
Exchange under the symbol "AIV."
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 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, 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 affiliate),
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 (the "SEC")
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.
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 Properties, please refer to our
Annual Report on Form 10-K for the year ended December 31, 2002, filed March 25,
2003 (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 Interest 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. The
historical financial data set forth below for AIMCO Properties for the years
ended December 31, 2002, 2001 and 2000 is based on audited financial statements.
In addition, the audited financial statements for AIMCO Properties' 2002 and
2001 fiscal years set forth in Part II, Item 6 of AIMCO Properties' Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the
SEC on March 25, 2003, is hereby incorporated by reference. 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 AIMCO
Properties Annual Report on Form 10-K for the year ended December 31, 2002.
-15-
<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------
2002 2001(1) 2000(1)
----------- ----------- -----------
(Dollars in thousands, except per unit data)
Rental and other property revenues ....................... 1,405,684 $ 1,224,667 $ 998,552
Property operating and owned management expenses ......... (561,412) (465,721) (413,077)
----------- ----------- -----------
Income from property operations .......................... 844,272 758,946 585,475
Income (loss) from investment management business ........ 18,262 27,591 15,795
General and administrative expenses ...................... (20,344) (18,530) (18,123)
Depreciation of rental property .......................... (288,589) (327,070) (287,809)
Interest expense ......................................... (339,737) (297,507) (260,133)
Interest and other income, net ........................... 78,090 68,417 65,963
Operating earnings ....................................... 258,348 144,520 103,402
Distribution to minority partners in excess of income .... (26,979) (46,359) (24,375)
Gain (loss) on dispositions of real estate ............... (27,902) 18,848 26,335
Net income ............................................... 206,202 121,064 109,717
Net income attributed to preferred unitholders ........... 107,646 100,134 70,217
BALANCE SHEET INFORMATION:
Real estate, before accumulated depreciation ............. 10,633,358 $ 8,102,816 $ 7,012,452
Real estate, net of accumulated depreciation ............. 8,924,604 6,587,624 5,887,518
Total assets ............................................. 10,355,329 8,200,526 7,699,174
Total indebtedness ....................................... 6,233,727 4,585,913 4,198,045
Mandatorily redeemable convertible preferred securities .. 15,169 20,637 32,330
Partner's capital ........................................ 3,576,083 3,080,071 2,830,389
OTHER INFORMATION:
Total owned or controlled properties (end of period) ..... 728 552 566
Total owned or controlled apartment
units (end of period) ................................. 187,506 156,142 153,872
Total equity properties (end of period) .................. 511 574 683
Total equity apartment units (end of period) ............. 73,924 92,626 111,748
Units under management (end of period) (2) ............... 56,722 31,520 60,669
Earnings per common unit - basic:
Net income attributable to common unitholders ............ 1.00 $ 0.25 $ 0.53
Earnings per common unit - diluted:
Net income attributable to common unitholders ............ 0.99 $ 0.25 $ 0.52
Distributions paid per common OP unit .................... 3.28 $ 3.12 $ 2.80
Funds from operations(3) ................................. 504,816 $ 528,653 $ 439,830
Net cash provided by operating activities ................ 496,670 $ 491,846 $ 400,364
Net cash (used in) provided by investing activities ...... (873,832) $ (140,638) $ (545,981)
Net cash provided by (used in) financing activities ...... 398,637 $ (430,245) $ 201,128
</Table>
- -----------
(1) Certain reclassifications have been made to 2001, 2000, 1999 and 1998
amounts to conform to the 2002 presentation. These reclassifications
primarily represent presentation changes related to discontinued
operations resulting from the adoption of Statement of Financial
Accounting Standard No. 144 in 2002. Also, effective January 1, 2001, we
began consolidating our previously unconsolidated subsidiaries. Prior to
this date, we had significant influence over, but did not control, certain
subsidiaries. Accordingly, such investments were accounted for under the
equity method, and as a result, the periods prior to 2001 are not
comparable.
(2) In 2002, includes approximately 33,000 units that were acquired as part of
the Casden Merger, and were assets managed by us only, and not also
property managed.
(3) Our management believes that the presentation of funds from operations or
"FFO", when considered with the financial date 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 us, 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
-16-
principles, excluding gains and losses from extraordinary items and
disposals from discontinued operations, net of related income taxes, plus
real estate related depreciation and amortization (excluding amortization
of financing costs), including depreciation for unconsolidated
partnership, joint ventures and discontinued operations. We calculate FFO
based on the NAREIT definition, plus amortization of intangibles, plus
distributions to minority partners in excess of income, and less dividends
on preferred units. We calculate FFO (diluted) by adding back the interest
expenses and preferred distribution relating to convertible securities
whose conversion is dilutive to FFO. Our management believes that the
presentation of FFO provides investors with industry-accepted measurements
which help facilitate an understanding of our ability to make required
dividend payments, capital expenditures and principal payments on our
debt. There can be no assurance that our basis of computing FFO is
comparable with that of other REITs.
The following is a reconciliation of net income to funds from
operations:
<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------
2002 2001 2000
--------- --------- ---------
Net income ............................................ $ 206,202 $ 121,064 $ 109,717
Real estate depreciation, net of minority interests ... 260,507 316,101 256,917
Real estate depreciation related to
unconsolidated entities ............................. 33,544 57,506 70,188
Discontinued operations:
Depreciation, net of minority interest ............ 10,015 13,534 9,997
Distributions to minority partners in
excess of income ................................ 1,401 1,342 --
Extraordinary item .................................... -- -- --
Amortization of intangibles ........................... 4,026 18,729 12,068
Income tax arising from disposals from
discontinued operations ........................... 2,507 -- --
Distributions to minority interest partners in
excess of income .................................. 26,979 46,359 24,375
Gain on disposals from discontinued operations ........ 27,902 (18,848) (26,335)
Gain on disposition of land ........................... -- 3,843 --
Deferred income tax benefit ........................... -- -- 154
Interest expenses on mandatorily redeemable
convertible preferred securities .................. 1,161 1,568 8,869
Preferred unit distributions .......................... (67,991) (35,747) (26,120)
--------- --------- ---------
Funds from operations ................................. $ 504,816 $ 528,653 $ 439,830
========= ========= =========
</Table>
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 February 26, 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 affiliate of AIMCO/IPT and
the property manager is an indirect wholly owned subsidiary of AIMCO. Together
with its affiliates and subsidiaries, AIMCO currently owns, in the aggregate,
approximately 45.22% 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
-17-
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
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 many of the Insignia
Partnerships, including your partnership. We are making this offer with a view
to providing you with liquidity for your investment, but we might not make any
more offers and will not be bound to do so.
ALTERNATIVES CONSIDERED BY YOUR GENERAL PARTNER. Before we commenced
this offer, your general partner (which is our affiliate) considered a number of
alternative transactions. The following is a brief discussion of the advantages
and disadvantages of the alternatives that could have been pursued 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. If limited partners
do not approve a proposed amendment to the agreement of limited partnership
extending the term of the partnership, your partnership will begin the winding
up process no later than December 31, 2003 pursuant to the terms of the existing
agreement of limited partnership. 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). The term of the partnership
will continue until December 31, 2003, unless the partnership agreement is
amended to extend the term or the partnership is terminated sooner under the
provisions of the partnership agreement.
However, in the opinion of your general partner, which is our
affiliate, 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. The general partner of your partnership
intends to solicit the consent of the limited partners to extend the term of
your partnership by amending the agreement of limited partnership to provide
that your partnership will terminate no later than December 31, 2021. 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 agreement of limited partnership, as amended to extend the
partnership term, 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. The general
partner of your partnership intends to solicit the consent of the limited
partners to extend the term of your partnership by amending the agreement of
limited partnership to provide that your partnership will terminate no later
than December 31, 2021. 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 extending the term of your partnership and
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
-18-
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 unitholders.
If the transaction were approved, all of the unitholders, 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 unitholders, 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 limited partnership interests in AIMCO Properties.
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 per unit liquidation value of your partnership, which we
calculated to be $560.00 based on the unaudited operating
results of your partnership for the quarter ended March 31,
2003, as capitalized using the direct capitalization method
and using a capitalization rate of 11.00% with respect to
Ashton Ridge Apartments and 10.76% with respect to Stratford
Place Apartments.
o Prices at which the units have recently sold to the extent
such information is available to us; and
o The absence of a trading market for the units.
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.
VALUATION OF UNITS. We determined our offer price by: (i) applying a
capitalization rate to your partnership's unaudited, pro forma operating results
for the quarter ended March 31, 2003; (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. A capitalization rate is a percentage (rate of return),
applied to property income by purchasers of residential real estate, to
determine the present value of income property. The lower the capitalization
rate, the higher the value produced, and the higher the capitalization rate, the
lower the value produced. We used property incomes based on the operating
results of your partnership for the quarter ended March 31, 2002. But in
determining the appropriate capitalization rate, we also considered the
following factors. Our method for selecting a capitalization rate begins with
each property being assigned a location and condition rating (for example, "A"
for excellent, "B" for good, and so on). We then adjusted the capitalization
rate based on whether the property's mortgage debt is above or below market
rates. We also consider recent changes in your partnership's property income and
occupancy rate. All these factors are subjective in nature, and others
evaluating the same property might use a different capitalization rate and
derive a different property value.
Although the direct capitalization method is an accepted way of valuing
real estate, there are a number of other methods available to value real estate,
each of which may result in different valuations of a property. We determined
our cash consideration in the following manner. First, we estimated the gross
property value of your partnership's property by applying a capitalization rate
of 11.00% with respect to Ashton Ridge Apartments and 10.76% with respect to
Stratford Place Apartments to the partnership's unaudited, pro forma operating
results for the quarter ended March 31, 2003, 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. Based on the terms of your partnership's
agreement of limited partnership, 99.37% of the estimated liquidation proceeds
are assumed to be distributed to limited partners of your partnership. Our offer
price represents the per unit liquidation proceeds determined in this manner.
-19-
VALUATION OF UNITS
<Table>
Gross valuation of partnership properties $ 27,296,105
Plus: Cash and cash equivalents 1,043,617
Plus: Other partnership assets, net of security deposits 594,442
Less: Mortgage debt, including accrued interest (14,274,806)
Less: Accounts payable and accrued expenses (229,820)
Less: Other liabilities (219,002)
Less: Distributions to GP's and SLP's (1,554)
------------
Partnership valuation before taxes and certain costs 14,208,981
Less: Extraordinary capital expenditures and deferred maintenance (353,000)
Less: Closing costs (818,883)
------------
Estimated net valuation of your partnership 13,037,098
Percentage of estimated net valuation allocated to holders of units 99.37%
------------
Estimated net valuation of units $ 12,954,924
Total number of units 23,139
------------
Estimated valuation per unit
$ 560
============
Cash consideration per unit $ 560
============
</Table>
COMPARISON OF OFFER PRICE TO ALTERNATIVE CONSIDERATION. To assist
holders of units in evaluating the offer, your general partner, which is our
affiliate, 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 is of
the opinion 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 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 since March 31, 2003, 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 affiliate, or another 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.
-20-
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.
<Table>
<Caption>
COMPARISON TABLE PER UNIT
---------------- --------
Cash offer price ............................................. $ 560.00
Alternatives
Prior cash tender offer price............................ $ 512.00(1)
Highest price on secondary market........................ $ 310.00(2)
Estimated liquidation proceeds........................... $ 560.00
</Table>
- ----------
(1) Highest price offered in our 2001 through 2002 tender offers.
(2) Since January 1, 2001.
PRIOR TENDER OFFERS. In August 2002, we commenced a tender offer at the
price of $512.00 per unit, which price was determined using the same basic
methodology as we are using in this current tender offer. We acquired 558 units,
representing approximately 2.17% of the outstanding units of your partnership,
pursuant to that offer.
In August 2001, we commenced a tender offer at a price of $466.00 per
unit, which price was determined using the same basic methodology as we are
using in this current tender offer. We acquired 741 units, representing
approximately 2.88% of the outstanding units of your partnership, pursuant to
that offer.
In February 2001, we commenced a tender offer to purchase units of your
partnership at a price of $450.00 per unit, which price was determined using the
same basic methodology as we are using in this current tender offer. We acquired
416 units, representing approximately 1.62% of the outstanding units of your
partnership, pursuant to that offer.
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 unaware of the amounts offered, terms, tendering parties or number
of units involved in any pending tender offers.
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 us 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.
Set forth below are the high and low sale prices of units for the
periods listed below 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
<Table>
<Caption>
High Low
------ ------
Period Ended February 28, 2003: ..................... -- --
Year Ended December 31, 2002: ....................... -- --
Year Ended December 31, 2001: ....................... 310.00 310.00
</Table>
-21-
Set forth in the table below are the high and low sales prices of units
for the periods listed below, 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
<Table>
<Caption>
High Low
------ ------
Period Ended February 28, 2003: ..................... -- --
Year Ended December 31, 2002: ....................... -- --
Year Ended December 31, 2001: ....................... 310.00 310.00
</Table>
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 affiliate, 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 the
unitholders 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 unitholders 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 present 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 affiliate) have provided the following information for inclusion in this
offer to purchase:
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. 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.
Without quantifying or otherwise attaching any particular weight to any
of the following factors or information, you may want to consider the following:
o The offer gives you an opportunity to make an individual
decision on whether to tender your units or to continue to
hold them.
-22-
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 The prices at which the units have recently sold, to the
extent such information is available.
o The trading market for your units may not be a reliable
measure of value.
o An analysis of possible alternative transactions, including a
property sale, or a liquidation of the partnership.
o The financial condition and results of operations of your
partnership.
o The fact that if your partnership were liquidated - as opposed
to continuing - the general partner (which is our affiliate)
would not receive the substantial fees it currently receives.
As discussed in "Section 9. Background and Reasons for the
Offer - Alternatives Considered by Your General Partner," we
do not believe that liquidation of the partnership is in the
best interests of the unitholders. Therefore, we believe that
the fees paid to the general partner would continue even if
the offer was not consummated. We are not proposing to change
the current fee arrangements.
Except for this offer, neither the general partner of your partnership
nor 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 Interest 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 became an affiliate of AIMCO on October 1, 1998, when AIMCO
merged with Insignia Financial Group, Inc. On February 26, 1999, Insignia
Properties Trust merged with AIMCO. Accordingly, the general partner of your
partnership has substantial conflicts of interest with respect to the offer. 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. The conflicts of interest include
the fact that a decision to remove, for any reason, the general partner of your
partnership from its current position as a general partner of your partnership
would result in a decrease or elimination of the substantial management fees
paid to the general partner of your partnership for managing your partnership.
Additionally, we desire to purchase units at a low price and you desire to sell
units at a high price. Such conflicts of interest in connection with the offer
differ from those conflicts of interest that currently exist for your
partnership. YOU ARE URGED TO READ THIS OFFER TO PURCHASE IN ITS ENTIRETY BEFORE
DECIDING WHETHER TO TENDER YOUR UNITS. The general partner makes no
recommendation as to whether you should tender or refrain from tendering 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 $268,000 in 2001 and $203,000 in 2002.
The property
-23-
manager is entitled to receive 5% of gross receipts from the partnership's
residential property for providing property management services. It received
management fees of $424,000 in 2001, $392,000 in 2002. 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 the 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.
TRANSACTIONS WITH AFFILIATES. Your partnership has no employees and is
dependent on the general partner and its affiliates for the management and
administration of all partnership activities. Your partnership agreement
provides for certain payments to affiliates for services and as reimbursement of
certain expenses incurred by affiliates on behalf of your partnership.
Affiliates of the general partner are entitled to receive 5% of gross
receipts from all of your partnership's properties as compensation for providing
property management services. Your partnership paid to such affiliates
approximately $392,000 and $424,000 during the years ended December 31, 2002 and
2001, respectively, which is included in operating expenses and income from
discontinued operations.
Affiliates of the general partner received reimbursement of accountable
administrative expenses amounting to approximately $203,000 and $268,000 for the
years ended December 31, 2002 and 2001, respectively which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees related to construction management services provided by an
affiliate of the general partner of approximately $37,000 and $59,000 for the
years ended December 31, 2002 and 2001, respectively. The construction
management service fees are calculated based on a percentage of certain
additions to investment properties.
In accordance with your partnership agreement, an affiliate of the
general partner advanced your partnership approximately $4,000 and $130,000
during the years ended December 31, 2002 and 2001, respectively. These advances
were repaid during 2002 and 2001, respectively. Interest was charged at the
prime rate plus 2% and amounted to approximately $1,000 for the year ended
December 31, 2001. The interest expense on the loan to your partnership during
the year ended December 31, 2002, amounted to less than $1,000.
Beginning in 2001, your partnership began insuring its properties up to
certain limits through coverage provided by AIMCO which is generally
self-insured for a portion of losses and liabilities related to workers
compensation, property casualty and vehicle liability. Your partnership insures
its properties above the AIMCO limits through insurance policies obtained by
AIMCO from insurers unaffiliated with the general partner. During the year ended
December 31, 2002 and 2001, your partnership paid AIMCO and its affiliates
approximately $113,000 and $105,000, respectively, for insurance coverage and
fees associated with policy claims administration.
In addition to its indirect ownership of the general partner interests
in your partnership, AIMCO and its affiliates own 10,463.25 units in your
partnership representing 45.22% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will acquire additional units of
limited partnership interest in your partnership in exchange for cash or a
combination of cash and units in the operating partnership of AIMCO either
through private purchases or tender offers. Under your partnership agreement,
unitholders holding a majority of the units are entitled to take action with
respect to a variety of matters which would include voting on certain amendments
to your partnership agreement and voting to remove the general partner. Although
the general partner owes fiduciary duties to the limited partners of your
partnership, the general partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the
-24-
duties of the general partner, as managing general partner, to your partnership
and its limited partners may come into conflict with the duties of the general
partner to AIMCO, as its sole stockholder.
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 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
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 by the partnership agreement. Limited
partners may vote on a liquidation, and if we acquire 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 1 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 acquiring and operating for investment
income-producing commercial,
-25-
residential and industrial properties. The General Partner is wholly-owned by
First Winthrop Corporation, a Delaware corporation ("First Winthrop"), the
controlling entities of which are Winthrop Financial Associates, A Limited
Partnership, and Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust. The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2003.
The Partnership was initially capitalized with contributions of $1,000
from each of the general partners and $5,000 from the Initial Limited Partner.
The Partnership, through a public offering, sold 23,144 Units aggregating
$23,144,000. An additional five Units were held by WFC Realty Co., Inc., a
subsidiary of First Winthrop. These five Units were subsequently purchased by an
affiliate of First Winthrop.
On October 28, 1997, Insignia Financial Group, Inc. ("Insignia")
acquired 100% of the Class B stock of First Winthrop, as well as a 20.7% limited
partnership interest in the Partnership. Pursuant to this transaction, the
by-laws of the General Partner were amended to provide for the creation of a
Residential Committee. Pursuant to the amended and restated by-laws, Insignia
had the right to elect one director to the General Partner's Board of Directors
and to cause the General Partner to take such actions as it deemed necessary and
advisable in connection with the activities of the Partnership. Pursuant to a
series of transactions which closed on October 1, 1998 and February 26, 1999,
Insignia and Insignia Properties Trust merged into AIMCO, with AIMCO being the
surviving corporation. As a result, AIMCO acquired all of the rights of Insignia
in and to the limited partnership interests and the rights granted to Insignia
pursuant to the First Winthrop transaction.
Your Partnership is engaged in the business of operating and holding
real estate properties for investment. Your Partnership invested approximately
$18,177,000 of the original offering proceeds in four apartment complexes.
During 2000, the Partnership sold Sunflower Apartments to an unaffiliated third
party for approximately $6,900,000, and during 2002, the Partnership sold
Stratford Village Apartments to an unaffiliated third party for approximately
$9,514,000. Your Partnership made distributions to the partners of $197.85 per
unit of limited partnership ("Unit") in 2000, $138.64 per Unit in 2001, and
$216.99 per Unit in 2002.
During 2000, the Partnership sold Sunflower Apartments to an
unaffiliated third party for approximately $6,900,000, and during 2002, the
Partnership sold Stratford Village Apartments to an unaffiliated third party for
approximately $9,514,000. Distributions from the Partnership during the past
three years is set forth below.
Your partnership's investment portfolio currently consists of the
following two residential apartment complexes: Ashton Ridge Apartments, a
356-unit complex in Jacksonville, Florida and Stratford Place Apartments, a
350-unit apartment complex in Gaithersburg, Maryland.
The general partners of the Partnership are Two Winthrop Properties,
Inc. (the "general partner"), which is an affiliate of AIMCO, and
Linnaeus-Lexington Associates Limited Partnership, which is an affiliate of
First Winthrop. A wholly owned subsidiary of AIMCO also serves as manager of the
residential property owned by your partnership. There are currently 23,139 units
outstanding, which are held of record by 657 limited partners. Your
partnership's and the general partner's principal executive offices are located
at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237,
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 earlier this
year, particularly Item 2 of Form 10-KSB, which contains detailed information
regarding the properties owned, including mortgages, rental rates and taxes. In
addition, your partnership is subject to the information and reporting
requirements of the Exchange Act and information about your partnership can be
obtained in the same manner as information can be obtained about us, as set
forth in "The Offer--Section 8. Information Concerning Us and Certain of Our
Affiliates."
INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS.
Your general partner (which is our affiliate) 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. The general partner
oversees the property's operating performance and continuously evaluates the
physical improvement requirements. In addition, the financing
-26-
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 spent approximately $705,000 for capital expenditures at the
residential properties in 2002 (including $64,000 of capital expenditures at
Stratford Village Apartments, which was sold in November 2002), and expects to
spend approximately $212,000 for capital improvements at the residential
property in 2003, 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. The general partner does
not believe that a sale of the property at the present time would adequately
reflect the property's future prospects. 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.
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. The general
partner of your partnership intends to solicit the consent of the limited
partners to extend the term of your partnership by amending the agreement of
limited partnership to provide that your partnership will terminate no later
than December 31, 2021. Limited partners could, as an alternative to tendering
their units, take a variety of possible actions, including permitting the
partnership to terminate under the terms of the partnership agreement 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,
water heater, appliance and roof replacements, electrical improvements, and
other replacements and renovations in the ordinary course of business. All
capital improvements and renovation costs, which totaled $705,000 for 2002 and
which are budgeted at $212,000 for 2003, are expected to be paid from operating
cash flows, cash reserves, or from short-term or long-term borrowings.
COMPETITION. There are other residential properties within the market
areas of your partnership's properties. The number and quality of competitive
properties in such areas could have a material effect on the rental market for
the apartments at your partnership's properties 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, we believe AIMCO is one
of the largest owners and managers of multifamily apartment properties in the
United States.
FINANCIAL DATA. The selected financial information of your partnership
set forth below for the years ended December 31, 2002, 2001 and 2000 is based on
audited 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, 2002.
-27-
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31,
2002 2001 2000
----------- ----------- -----------
OPERATING DATA:
Total Revenues .................................. $ 6,080 $ 5,669 $ 11,776
Net Income ...................................... 5,912 166 3,796
Net Income per Limited Partnership Unit ......... 212.07 6.44 147.63
Distributions per Limited Partnership Unit ...... 216.99 138.64 197.85
BALANCE SHEET DATA:
Cash and Cash Equivalents ....................... $ 1,504 $ 768 $ 3,299
Investment Property, Net of Accumulated
Depreciation ............................... 11,969 16,662 17,708
Total Assets .................................... 14,576 18,981 22,685
Mortgage Note Payable ........................... 14,322 19,577 19,952
General Partners' Capital (Deficit) ............. (51) (975) (899)
Limited Partners' Capital (Deficit) ............. (239) (125) 2,934
Partners' Capital (Deficit) ..................... (290) (1,100) 2,035
Total Distributions ............................. (5,102) (3,301) (5,068)
CASH FLOWS:
Net Increase (Decrease) in Cash and Cash
Equivalents ................................ $ 736 $(2,531) $ 1,410
Net Cash Provided by Operating Activities ....... 2,390 1,907 2,538
</Table>
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.
<Table>
<Caption>
Property Date of Purchase Type of Ownership Use
-------- ---------------- ----------------- ---
Ashton Ridge Apartments 12/84 Fee ownership subject to a Apartments
Jacksonville, FL first mortgage 356 units
Stratford Place Apartments 12/85 Fee ownership subject to a Apartments
Gaithersburg, Maryland first mortgage 350 units
</Table>
On November 27, 2002, Stratford Village Apartments was sold to an
unaffiliated third party for approximately $9,514,000. After closing costs and
expenses related to the sale, the net proceeds received by your partnership were
approximately $9,214,000. Your partnership realized a gain on the sale of
investment property of approximately $5,492,000 during the fourth quarter of
2002. Your partnership also recognized a loss on the early extinguishment of
debt of approximately $300,000 as a result of the write off of unamortized loan
costs.
-28-
ACCUMULATED DEPRECIATION SCHEDULE. The following shows the gross
carrying value and accumulated depreciation of your partnership's property as of
December 31, 2002.
<Table>
<Caption>
Gross
Carrying Accumulated
Property Value Depreciation Rate Method Federal Tax Basis
- -------- ------------ ------------ ------------ ------------ ----------------
(in thousands) (in thousands)
Ashton Ridge Apartments $14,044 $ 8,657 5-40 yrs S/L $3,809
Stratford Place Apartments 16,347 9,765 5-40 yrs S/L 4,672
Totals $30,391 $18,422 $8,481
</Table>
SCHEDULE OF MORTGAGES. The following shows certain information
regarding the outstanding first mortgage encumbering your partnership's property
as of December 31, 2002.
<Table>
<Caption>
Principal Monthly
Balance At Payment Principal
December 31, Including Stated Balance Due at
Property 2002 Interest Interest Rate Maturity Date Maturity
- -------- ------------- ----------- ------------- ------------- --------------
(in thousands) (in thousands)
Ashton Ridge Apartments
1st Mortgage $ 5,794 $ 48 7.31% 01/01/21 $ --
Stratford Place Apartments
1st Mortgage 8,528 75 8.23% 07/01/06 7,739
Totals $14,322 $123 $7,739
</Table>
The mortgage notes payable are non-recourse and are secured by a pledge
of the mortgaged Property and revenues from the respective Property. The
mortgages the Properties are subject to prepayment penalties if the loans are
paid prior to maturity. Further, the Partnership's investment properties may not
be sold subject to existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to
December 31, 2002, are as follows (in thousands):
<Table>
2003 $ 363
2004 393
2005 424
2006 8,065
2007 214
Thereafter $4,863
</Table>
-29-
AVERAGE RENTAL RATES AND OCCUPANCY. The following shows the average
rental rates and annual occupancy rates for your partnership's property during
the periods indicated.
<Table>
<Caption>
Average Annual Rental Rates Average Annual Occupancy
(per unit)
Property 2002 2001 2002 2001
- -------- ---- ---- ---- ----
Ashton Ridge Apartments $7,080 $6,946 96% 95%
Stratford Place Apartments 9,701 9,287 96% 97%
</Table>
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.
<Table>
<Caption>
Per Limited
Partnership Unit
01/01/00 - 12/31/00 $197.85(1)
01/01/01 - 12/31/01 $138.64(2)
01/01/02 - 12/31/02 $216.99(3)
01/01/03 - 04/30/03 $ 38.02(4)
</Table>
(1) Distributions consisted of approximately $3,700,000
from surplus cash due to proceeds from the sale of
Sunflower Apartments and approximately $878,000 from
operations.
(2) Distributions consisted of approximately $1,893,000
from the refinancing proceeds of Ashton Ridge
Apartments in December 2000, approximately $97,000
from the remaining sale proceeds of Sunflower
Apartments in December 2000 and approximately
$1,311,000 from operations. Approximately $3,208,000
was distributed to limited partners and the balance
to the Managing General Partner in accordance with
the terms of the Partnership Agreement.
(3) Distributions consisted of approximately $3,730,000
of proceeds from the sale of Stratford Village
Apartments in November 2002 and approximately
$1,372,000 from operations. Approximately $5,021,000
was distributed to limited partners and the balance
to the General Partner in accordance with the terms
of the Partnership Agreement.
(4) Distributions consisted of approximately $300,000 of
remaining proceeds from the sale of Stratford Village
Apartments in November 2002, all of which was
distributed to the limited partners.
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 10,463.25 units, or 45.22%, of the outstanding limited
partner 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
partnership's 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.
-30-
<Table>
<Caption>
PARTNERSHIP PROPERTY
YEAR FEES AND EXPENSES MANAGEMENT FEES
---- ----------------- ---------------
2001 $268,000 $424,000
2002 $203,000 $392,000
</Table>
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.
ENVIRONMENTAL. Various Federal, state and local laws subject property
owners or operators to liability for the costs of removal or remediation of
certain hazardous substances present on a property. Such laws often impart
liability without regard to whether the owner or operator knew of, or was
responsible for, the release of the hazardous substances. The presence of, or
failure to properly remediate, hazardous substances may adversely affect
occupancy at contaminated apartment communities and the partnership's ability to
sell or borrow against contaminated properties. In addition to the costs
associated with investigation and remediation actions brought by governmental
agencies, the presence of hazardous wastes on a property could result in claims
by private plaintiffs for personal injury, disease, disability or other
infirmities. Various laws also impose liability for the cost of removal or
remediation of hazardous or toxic substances at the disposal or treatment
facility. Anyone who arranges for the disposal or treatment of hazardous or
toxic substances is potentially liable under such laws. These laws often impose
liability whether or not the person arranging for the disposal ever owned or
operated the disposal facility. In connection with the ownership or operation of
properties, the partnership could potentially be liable for environmental
liabilities or costs associated with its properties or properties it may acquire
in the future.
The properties are subject to a Consent Agreement entered In the Matter
of Apartment Investment and Management Company, Docket No. HQ-2002-0003, before
the Environmental Appeals Board, United States Environmental Protection Agency,
and Final Order entered thereon on January 15, 2002, which may require, among
other things, lead-based paint disclosure to residents of properties and/or
certain remedial actions, which may result in costs to the partnership. In
addition to the costs associated with investigating and remediating, the
presence of lead-based paint on a property could result in claims by private
plaintiffs for personal injury, disease, disability or other infirmities. The
general partner believes that the properties are required to be covered by
adequate insurance provided by reputable companies and with commercially
reasonable deductibles and limits and that any costs not covered by insurance
are not expected to be material.
Any remaining costs are not expected to be material. The general
partner believes that the partnership's properties are covered by adequate fire,
flood and property insurance provided by reputable companies and with
commercially reasonable deductibles and limits.
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 room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Your
partnership's most recent SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.
The above discussion relating to environmental matters, capital
expenditures at the property, and valuations of the property is forward-looking
information developed by the general partner. These expectations incorporated
various assumptions including, but not limited to, revenue (including occupancy
rates), various operating expenses, general and administrative expenses,
depreciation expenses, and working capital levels. While the general partner
deemed such expectations to be reasonable and valid at the date made, there is
no assurance that the assumed facts will be validated or that the results will
actually occur. Any estimate of the future performance of a business, such as
your partnership's business, is forward-looking and based on assumptions some of
which inevitably will prove to be incorrect.
-31-
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 affiliate, 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 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 such votes of the limited partners.
15. SOURCE OF FUNDS.
We expect that approximately $7,098,420 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 $11,000). For more information
regarding fees and expenses, see "The Offer--Section 19. Fees and Expenses."
We have a $400 million revolving credit facility with Bank of America,
Fleet National Bank and First Union National Bank with a syndicate comprised of
a total of ten 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,
and a first priority pledge of certain of our non-real estate assets. The annual
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.
Commencing August 1, 2002, through maturity the margin will range between 1.60%
and 2.35%, in the case of LIBOR based loans, and between 0.20% and 0.95% in the
case of base rate loans, based upon a fixed charge coverage ratio. The credit
facility expires in July 2004 and can be extended at AIMCO's option for a
one-year term.
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 offers. As of
December 31, 2002, we had $100 million of cash on hand and $109 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. In addition, we are
not extending appraisal rights in connection with the offer. You have the
opportunity to make an individual decision on whether or not to tender your
units in the offer.
No provisions have been made with regard to the offer to allow you or
other limited partners to inspect the books and records of your partnership or
to obtain counsel or appraisal services at our expense or at the expense of your
partnership. However, you have the right under your partnership's agreement of
limited partnership to obtain a list of the limited partners.
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:
-32-
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 had or may
have a material adverse effect on the value of your
partnership or the value of the units to us, or the ability of
the general partners to assert full control over the assets,
privileges and immunities of the partnership, including
without limitation the ability of the general partners to
distribute the cash and cash equivalent to the limited
partners; 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 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 in writing, 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 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
-33-
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, due to events beyond our direct
or indirect control, (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 new 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 the consideration offered in any tender offer or exchange
offer for any units so commenced or publicly proposed is
increased, 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 and 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 unitholders 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 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.
-34-
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 affiliate), 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.
You will not pay any partnership transfer fees if you tender your
units. 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 The Altman Group, 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.
----------
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 Section 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
-35-
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:
THE ALTMAN GROUP, INC.
By Mail, Overnight Courier or Hand Delivery:
1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071
By Facsimile:
(201) 460-0050
For information please call:
(800) 461-2657
-36-
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. ("AIMCO-GP") 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 three
directors of the general partner of your partnership are Patrick J. Foye,
Michael L. Ashner, and Peter Braverman, and the executive officers are Messrs.
Foye, Ashner and Braverman and Thomas C. Novosel. Unless otherwise indicated,
the business address of each executive officer and director is 4582 South Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237. Each executive officer and
director is a citizen of the United States of America. All titles refer to
titles with AIMCO and AIMCO-GP, except as otherwise indicated.
<Table>
<Caption>
NAME POSITION
---- --------
Terry Considine................................ Chairman of the Board of Directors and Chief Executive
Officer
Peter K. Kompaniez............................. Vice Chairman, President and Director
Harry G. Alcock................................ Executive Vice President and Chief Investment Officer
Miles Cortez................................... Executive Vice President, General Counsel and Secretary
Joseph DeTuno.................................. Executive Vice President - Redevelopment
Patti K. Fielding.............................. Executive Vice President
Patrick J. Foye................................ Executive Vice President
Lance J. Graber................................ Executive Vice President - Acquisitions
Paul J. McAuliffe.............................. Executive Vice President and Chief Financial Officer
Ron Monson..................................... Executive Vice President and Head of Property Operations
Thomas C. Novosel.............................. Senior Vice President and Chief Accounting Officer
Jim Purvis..................................... Executive Vice President - Human Resources
David Robertson................................ Executive Vice President - Affordable Properties
James N. Bailey................................ Director
Richard S. Ellwood............................. Director
J. Landis Martin............................... Director
Thomas L. Rhodes............................... Director
</Table>
Annex I - Page 1
<Table>
<Caption>
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.
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 AIMCO) and 3.1 million square feet of commercial real
estate.
Michael L. Ashner................... Mr. Ashner has been the Chief Executive Officer of Winthrop Financial
Associates, A Limited partnership ("WFA") and the Managing General
Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-Chairman of National Property
Investors, Inc., a real estate investment company ("NPI"). Mr. Ashner
was also a Director and executive officer of NPI Property Management
Corporation ("NPI Management") from April 1984 until January 1996. In
addition, sine 1981 Mr. Ashner has been President of Exeter Capital
Corporation, a firm which has organized and administered real estate
limited partnerships.
Peter Braverman..................... Mr. Braverman has been a Vice President of WFA and the Managing
General since January 1996. From June 1995 until January 1996, Mr.
Braverman was a Vice President of NPI and NPI Management. From June
1991 until March 1994, Mr. Braverman was President of the Braverman
Group, a firm specializing in management consulting for the real
estate and construction industries. From 1988 to 1991, Mr. Braverman
was a Vice President and Assistant Secretary of Fischbach Corporation,
a publicly traded, international real estate and construction firm.
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.
</Table>
Annex I - Page 2
<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
Miles Cortez........................ Mr. Cortez was appointed Executive Vice President, General Counsel and
Secretary in August 2001. Since December 1997, Mr. Cortez has been a
founding partner and the senior partner of the law firm of Cortez
Macaulay Bernhardt & Schuetze LLC. From August 1993 to November 1997,
Mr. Cortez was a partner in the law firm of McKenna & Cuneo, LLP. Mr.
Cortez was the President of the Denver Bar Association from 1982-1983;
was Chairman of the Ethics Committee of the Colorado Bar Association
from 1977-1978, was President of the Colorado Bar Association from
1996-1997, and was a member of the American Bar Association House of
Delegates from 1990-1995. Mr. Cortez is a Life Fellow of the Colorado
Bar Foundation and American Bar Foundation. Mr. Cortez has been listed
in the national publication "The Best Lawyers in America" for business
litigation for the past ten years.
Joseph DeTuno....................... Mr. DeTuno was appointed Executive Vice President-Redevelopment of
AIMCO in February 2001. Mr. DeTuno has been Senior Vice
President-Property Redevelopment of AIMCO since August 1997. Mr.
DeTuno was previously President and founder of JD Associates, his own
full service real estate consulting, advisory and project management
company that he founded in 1990.
Patti K. Fielding................... Ms. Fielding was appointed Executive Vice President in February 2003.
She is responsible for securities and debt financing and the treasury
department. From January 2000 to February 2003, Ms. Fielding served as
Senior Vice President - Securities and Debt. Ms. Fielding joined the
Company in February 1997 and served as Vice President-Tenders,
Securities and Debt until January 2002. Prior to joining the Company,
Ms. Fielding was a Vice President with Hanover Capital Partners from
1996 to 1997, Vice Chairman, Senior Vice President and Principal of
CapSource Funding Corp from 1993 to 1995, and Group Vice President
with Duff & Phelps Rating Co. from 1987 to 1993.
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.
</Table>
Annex I - Page 3
<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
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.
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.
Ron Monson.......................... Mr. Monson was appointed Executive Vice President and Head of Property
Operations of AIMCO on February 6, 2001. Mr. Monson has been with
AIMCO since 1997 and was promoted to Divisional Vice President in
1998. Prior to joining AIMCO, Mr. Monson worked for 13 years in
operations management positions in the lawn care and landscaping
industries, principally with True Green/Chemlawn. Mr. Monson received
a Bachelor of Science from the University of Minnesota and a Masters
in Business Administration from Georgia State University.
Thomas C. Novosel................... Mr. Novosel has been Senior Vice President and Chief Accounting
Officer of the general partner since April 1, 2002. Mr. Novosel has
served as Senior Vice President and Chief Accounting Officer of AIMCO
since April 2000. From October 1993 until he joined AIMCO, Mr. Novosel
was a partner at Ernst & Young LLP, where he served as the director of
real estate advisory services for the southern Ohio Valley area
offices but did not work on any assignments related to AIMCO or the
partnership.
Jim Purvis.......................... Mr. Purvis was appointed Executive Vice President in February 2003. He
is responsible for AIMCO's Human Resources and People Initiatives. Mr.
Purvis has over 20 years of executive strategic human resources
experience. Prior to joining AIMCO, he was Vice President, HR at
SomaLogic, a privately funded biotechnology company. He was a
principal in O3C Global Organization Solutions, and has held executive
human resources and operations management positions in ALCOA (Aluminum
Company of America), Texas Air/ Eastern Airlines, Starwood/Westin
Hotels and Resorts, and Tele-Communications (TCI) Technology, Inc. Mr.
Purvis holds a BA in communications and modern languages from the
University of Notre Dame.
</Table>
Annex I - Page 4
<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
David Robertson..................... Mr. Robertson was appointed Executive Vice President - Affordable
Properties in February 2002. He is responsible for affordable property
operations, refinancing and other value creation within the Company's
affordable portfolio. Prior to joining the Company, Mr. Robertson was
a member of the investment-banking group at Smith Barney from 1991 to
1996, where he was responsible for real estate investment banking
transactions in the western United States, and was part of the Smith
Barney team that managed AIMCO's initial public offering in 1994.
Since February 1996, Mr. Robertson has been Chairman and Chief
Executive Officer of Robeks Corporation, a privately held chain of
specialty food stores.
James N. Bailey..................... Mr. Bailey was appointed a Director of AIMCO in June 2000. In 1973,
Cambridge Associates, Inc. Mr. Bailey co-founded Cambridge Associates, Inc., which is an
1 Winthrop Square, investment consulting firm for non-profit institutions and wealthy
Suite 500 family groups. He is also Co-Founder, Treasurer and Director of The
Boston, MA 02110 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 is
12 Auldwood Lane 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.
</Table>
Annex I - Page 5
<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
J. Landis Martin.................... Mr. Martin was appointed a director of AIMCO in July 1994 and became
199 Broadway Chairman of the Compensation Committee on March 19, 1998. Mr. Martin
Suite 4300 is a member of the Audit Committee. Mr. Martin has served as President
Denver, CO 80202 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.
Thomas L. Rhodes.................... Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is a
215 Lexington Avenue member of the Audit and Compensation Committees. Mr. Rhodes has served
4th Floor as the President and a Director of National Review magazine since
New York, NY 10016 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.
</Table>
Annex I - Page 6
ANNEX II
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED MAY 9, 2003 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT MIDNIGHT, NEW YORK TIME,
ON JUNE 6, 2003, 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 THE ALTMAN
GROUP, 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 (800) 461-2657 (TOLL FREE).
The Information Agent for the offer is:
THE ALTMAN GROUP, INC.
<Table>
By Mail: By Overnight Courier: By Hand:
1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 461-2657 (800) 461-2657 (800) 461-2657
By Facsimile: By Telephone:
(201) 460-0050 TOLL FREE (800) 461-2657
</Table>
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 II - 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 II - 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 3, 2003
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 II - 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.
<Table>
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
</Table>
<Table>
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).
</Table>
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).
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.
-2-
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.
-3-
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.
<Table>
<Caption>
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 to The minor (2)
Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)
6. Account in the name of guardian or committee for a The ward, minor or incompetent person (3)
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 or The actual owner (1)
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 in The public entity
the name of a public entity (such as a State or
local government, school district, or prison)
that receives agricultural program payments
</Table>
(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.
-1-
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.
-2-
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:
THE ALTMAN GROUP, INC.
<Table>
By Mail: By Overnight Courier: By Hand:
1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 461-2657 (800) 461-2657 (800) 461-2657
By Facsimile: By Telephone:
(201) 460-0050 TOLL FREE (800) 461-2657
</Table>
-3-