(AIMCO)
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 (THE "PARTNERSHIP")
PURSUANT TO A REVISED LITIGATION SETTLEMENT OFFER
DATED DECEMBER 18, 2003
BY
AIMCO PROPERTIES, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON
DECEMBER 30, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE") THE OFFER PRICE IS
$27.88 PER UNIT
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IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN THE
PARTNERSHIP PLEASE SEND IT TO THE INFORMATION AGENT WITH THIS LETTER OF
TRANSMITTAL
The Information Agent for the offer is:
THE ALTMAN GROUP, INC.
<Table>
By Mail: By Overnight Courier: By Hand:
P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 Lyndhurst, NJ 07071
By Telephone:
TOLL FREE (800) 467-0821
By Fax:
(201) 460-0050
</Table>
To participate in the offer, you must send a duly executed copy of this
Letter of Transmittal 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. THE METHOD OF DELIVERY OF
THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER
REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION
OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT AT (800)
467-0821 (TOLL FREE).
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL,
INCLUDING TAX CERTIFICATIONS (BOXES A AND B).
<Table>
<Caption>
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DESCRIPTION OF UNITS TENDERED
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NAME(S), ADDRESS(ES), NUMBER OF UNITS OWNED AND TAX IDENTIFICATION NUMBER OF
REGISTERED HOLDER(S). (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE NAME, ADDRESS, TOTAL NUMBER OF UNITS TENDERED
NUMBER OF UNITS OWNED AND TAX IDENTIFICATION NUMBER PRINTED BELOW.) (#)
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</Table>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.
[ ] Issue consideration to:
Name:
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(Please Type or Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
(See Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.
[ ] Mail Consideration to:
Name:
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(Please Type or Print)
Address:
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(Include Zip Code)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
The undersigned hereto hereby acknowledges that he or she has received (i)
the Purchaser's Litigation Settlement Offer dated November 10, 2003 (the "Offer
Date") and the Revised Litigation Settlement Offer dated the date set forth
above, relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to
purchase Limited Partnership Interests (the "Units") in the Partnership and (ii)
this Letter of Transmittal and the Instructions hereto, as each may be
supplemented or amended from time to time (collectively, the "Offer").
NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE
LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THE
OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THE LITIGATION SETTLEMENT OFFER,
THE EXECUTIVE SUMMARY OF THE INDEPENDENT APPRAISER'S REPORT (ATTACHED AS ANNEX
II TO THE LITIGATION SETTLEMENT OFFER) AND ANY OTHER INFORMATION AVAILABLE TO
YOU AND TO SEEK ADVICE FROM YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR
FINANCIAL ADVISOR BEFORE DECIDING WHETHER OR NOT TO ACCEPT THE LITIGATION
SETTLEMENT OFFER.
Upon the terms and subject to the conditions set forth in the Litigation
Settlement Offer, and this Letter of Transmittal, the undersigned hereto hereby
tenders to the Purchaser the Units set forth in the box above entitled
"Description of Units Tendered," including all interests in any limited
partnership represented by such units (collectively, the "Units"), at the price
indicated on the Offer and any supplement thereto, less the amount of
distributions, if any, made by the Partnership from the Offer Date until the
Expiration Date (the "Offer Price"), net to the undersigned in cash, without
interest.
By executing this Letter of Transmittal, the undersigned hereby
acknowledges that neither the court nor counsel for the parties in the class and
derivative litigation make any recommendation regarding whether the undersigned
should accept the Offer, and the undersigned hereto represents and warrants to
the Purchaser that the undersigned (i) has received the Offer, including the
executive summary of the independent appraiser's report attached to the
Litigation Settlement Offer, and (ii) has had an opportunity to seek the advice
of such undersigned's attorney, tax advisor and/or financial advisor before
deciding whether or not to accept the Offer.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereto hereby irrevocably sells, assigns, transfers, conveys and delivers to, or
upon the order of, the Purchaser all right, title and interest in and to such
Units tendered hereby that are accepted for payment pursuant to the Offer,
including, without limitation, (i) all of the undersigned's interest in the
capital of the Partnership, and the undersigned's interest in all profits,
losses and distributions of any kind to which the undersigned shall at any time
be entitled in respect of the Units, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up, or dissolution, payments in
settlement of existing or future litigation, and all other distributions and
payments from and after the Expiration Date of the Offer, in respect of the
Units tendered by the undersigned and accepted for payment and thereby purchased
by the Purchaser; (ii) all other payments, if any, due or to become due to the
undersigned 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 undersigned'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 undersigned's ownership of the Units, including,
without limitation, all voting rights, rights of first offer, first refusal or
similar rights, and rights to be substituted as a limited partner of the
Partnership; and (iv) all present and future claims, if any, of the undersigned
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 undersigned's status as a limited partner, the terms or conditions of the
Offer, the management of the Partnership, monies loaned or
3
advanced, services rendered to the partnership or its partners, or any other
claims arising out of or related to the undersigned's ownership of Units in the
Partnership.
The undersigned hereto, on behalf of himself or herself, his or her heirs,
estate, executor, administrator, successors and assigns, and the Partnership,
fully, finally and forever releases, relinquishes and discharges the Purchaser
and its predecessors, successors and assigns and its present and former parents,
subsidiaries, affiliates, investors, insurers, reinsurers, officers, directors,
employees, agents, administrators, auditors, attorneys, accountants, information
and solicitation agents, investment bankers, and other representatives,
including but not limited to Apartment Investment and Management Company and the
general partner of the Partnership (collectively, the "Releasees"), from any and
all claims and causes of action, whether brought individually, on behalf of a
class, or derivatively, demands, rights, or liabilities, including, but not
limited to, claims for negligence, gross negligence, professional negligence,
breach of duty of care or loyalty, or breach of duty of candor, fraud, breach of
fiduciary duty, mismanagement, corporate waste, malpractice, misrepresentation,
whether intentional or negligent, misstatements and omissions to disclose,
breach of contract, violations of any state or federal statutes, rules or
regulations, whether known claims or unknown claims that have been asserted or
that could have been asserted against the Releasees, that arise out of or relate
to (a) those matters and claims set forth in the class and derivative litigation
described in the Litigation Settlement Offer, (b) the ownership of one or more
Units in the Partnership, including but not limited to, any and all claims
related to the management of the Partnership or the properties owned by the
Partnership (whether currently or previously), the payment of management fees or
other monies to the general partner of the Partnership and its affiliates, prior
acquisitions or tender offers and the prior settlement, (c) the purchase,
acquisition, holding, sale, tender or voting of one or more Units in the
Partnership, or (d) any of the facts, circumstances, allegations, claims, causes
of action, representations, statements, reports, disclosures, transactions,
events, occurrences, acts, omissions or failures to act, of whatever kind or
character whatsoever, irrespective of the state of mind of the actor performing
or omitting to perform the same, that have been or could have been alleged in
any pleadings, amended pleading, argument, complaint, amended complaint, brief,
motion, report or filing in the class and derivative litigation described in the
Litigation Settlement Offer (collectively, the "Released Claims"); provided,
however, that the Released Claims are not intended to include (i) any unrelated
claims that are unique to a unitholder or settlement class member (e.g., a
settlement class member slips and falls on property owned by one of the
defendants in the class and derivative litigation, loses or did not receive a
distribution check distributed to other limited partners in such partnership, or
is an employee of one of the defendants and has an employee related claim), or
(ii) any claim based on violations of federal or state securities laws in
connection with the Offer.
The undersigned hereto expressly waives and relinquishes, to the fullest
extent permitted by law and consistent with the releases contained herein, the
provisions, rights and benefits of Section 1542 of the Civil Code of California
("Section 1542"), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
The undersigned hereto waives any and all provisions, rights and benefits
conferred by any law of any state or territory of the United States, or
principle of common law, that is similar, comparable or equivalent to Section
1542. The undersigned acknowledges and agrees that it may hereafter discover
facts in addition to or different from those which it now knows or believes to
be true with respect to the subject matter of the Released Claims, but the
undersigned shall be deemed to have fully, finally and forever settled and
released any and all Released Claims, known or unknown, suspected or
unsuspected, contingent or non-contingent, that now exist or heretofore have
existed upon any theory of law or equity now existing, including, but not
limited to, conduct that is negligent, intentional, with or without malice, or a
breach of any duty, law or rule, without regard to the subsequent discovery of
the existence of such different or additional facts.
4
The undersigned hereto agrees that the releases contained herein is
intended to include the Released Claims, which the undersigned may have and
which the undersigned does not know or suspect to exist in its favor against the
Releasees and that the releases contained herein extinguishes those claims. The
undersigned hereto represents and warrants to the Releasees that the undersigned
has been advised by its attorney of the effect and import of the provisions of
Section 1542, and that the undersigned has not assigned or otherwise transferred
or subrogated any interest in the Released Claims.
Subject to and effective upon acceptance for payment of any Unit tendered
hereby in accordance with the terms of the Offer, the signatory agrees not to
bring any action, claim, suit or proceeding against the Purchaser and its
affiliates who were defendants in the class and derivative litigation described
in the Litigation Settlement Offer concerning any of the matters that are the
subject of the Stipulation of Settlement approved by the Court in connection
with the settlement of such class and derivative litigation, including the Offer
other than for violations of federal and state securities law.
The undersigned hereto irrevocably appoints the Purchaser and its designees
as his or her proxy, each with full power of substitution, to the fullest extent
of the undersigned's rights with respect to the Units tendered by him or her and
accepted for payment by the Purchaser. Such proxy shall be considered coupled
with an interest in the tendered Units. Such appointment will be effective upon
receipt of this Letter of Transmittal. Upon receipt of this Letter of
Transmittal, all prior proxies and consents given by undersigned hereto with
respect to the Units will, without further action, be revoked, and no subsequent
proxies or consents may be given (and if given will not be effective). The
Purchaser and its designees are, as to those Units, empowered to exercise all
voting rights as a limited partner as the Purchaser, in its discretion, may deem
proper at any meeting of limited partners, by written consent or otherwise. The
Purchaser reserves the right to require that, in order for Units to be deemed
validly tendered, immediately upon our acceptance for payment of the Units, the
Purchaser must be able to exercise full voting rights with respect to the Units,
including voting at any meeting of limited partners then scheduled or acting by
written consent without a meeting. By executing this Letter of Transmittal, the
undersigned agrees 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 the Purchaser's directions. The proxy granted by the undersigned
hereto to the Purchaser will remain effective and be irrevocable for a period of
ten years following the Expiration Date of the Offer.
The undersigned hereto hereby irrevocably constitutes and appoints the
Purchaser and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the undersigned 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 do all such acts and things necessary or expedient
to deliver such Units and transfer ownership of such Units on the partnership
books maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Purchaser, to sign any and all documents necessary to authorize the transfer of
the Units to the Purchaser including, without limitation, the "Transferor's
(Seller's) Application for Transfer" created by the National Association of
Securities Dealers, Inc., if required, and upon receipt by the Information Agent
(as the undersigned's agent) of the Offer Price, to become a substitute limited
partner, to receive any and all distributions made or declared by the
Partnership from and after the Expiration Date of the Offer (regardless of the
record date for any such distribution), and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units, all in
accordance with the terms of the Offer. This appointment is effective upon
purchase of the Units by the Purchaser and will remain effective and be
irrevocable for a period of ten years following the Expiration Date of the
Offer. Upon purchase of the Units pursuant to the Offer, all prior powers of
attorney given by the undersigned hereto with respect to such Units will be
revoked and no subsequent powers of attorney may be given (and if given will not
be deemed effective).
In addition to and without limiting the generality of the foregoing, the
undersigned hereto hereby irrevocably (i) requests and authorizes (subject to
and effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partner to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the
5
Purchaser as a substitute limited partner in the Partnership under the terms of
the Partnership Agreement; (ii) empowers the Purchaser and its agent to execute
and deliver to the general partner a change of address form instructing the
general partner to send any and all future distributions to the address
specified in the form, and to endorse any check payable to or upon the order of
such unitholder representing a distribution to which the Purchaser is entitled
pursuant to the terms of the Offer, in each case, in the name and on behalf of
the tendering unitholder; (iii) agrees not to exercise any rights pertaining to
the Units without the prior consent of the Purchaser; and (iv) requests and
consents to the transfer of the Units, to be effective on the books and records
of the Partnership as of the effective date set forth in the Offer.
NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE UNDERSIGNED HERETO HEREBY DIRECTS THE GENERAL
PARTNER OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS
THE TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby, the
UNDERSIGNED hereby requests that the Purchaser be admitted to the Partnership as
a substitute limited partner under the terms of the Partnership Agreement. Upon
request, the undersigned will execute and deliver additional documents deemed by
the Information Agent or the Purchaser to be necessary or desirable to complete
the assignment, transfer and purchase of Units tendered hereby and will hold any
distributions received from the Partnership after the Expiration Date in trust
for the benefit of the Purchaser and, if necessary, will promptly forward to the
Purchaser any such distributions immediately upon receipt. The Purchaser
reserves the right to transfer or assign, in whole or in part, from time to
time, to one or more of its affiliates, the right to purchase Units tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering unitholders to receive payment for Units validly tendered and accepted
for payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned hereto represents
that either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
The undersigned hereto understands that a tender of Units to the Purchaser
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer, the
Purchaser may not be required to accept for payment any or all of the Units
tendered hereby. In such event, the undersigned understands that any Letter of
Transmittal for Units not accepted for payment may be returned to the
undersigned or destroyed by the Purchaser (or its agent). THIS TENDER IS
IRREVOCABLE, EXCEPT THAT UNITS TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE, OR UNLESS ALREADY ACCEPTED FOR
PAYMENT, ANY TIME AFTER 60 DAYS FROM THE OFFER DATE.
THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP. THE UNDERSIGNED HERETO HAS MADE HIS OR HER
OWN DECISION TO TENDER UNITS.
The undersigned hereto hereby represents and warrants for the benefit of
the Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned hereto, and any obligations of the
undersigned shall be binding upon the heirs, personal representatives, trustees
in bankruptcy, legal representatives, and successors and assigns of the
undersigned.
6
The undersigned hereto further represents and warrants that, to the extent
a certificate evidencing the Units tendered hereby (the "original certificate")
is not delivered by the undersigned together with this Letter of Transmittal,
(i) the undersigned represents and warrants to the Purchaser that the
undersigned has not sold, transferred, conveyed, assigned, pledged, deposited or
otherwise disposed of any portion of the Units, (ii) the undersigned has caused
a diligent search of its records to be taken and has been unable to locate the
original certificate, (iii) if the undersigned shall find or recover the
original certificate evidencing the Units, the undersigned will immediately and
without consideration surrender it to the Purchaser; and (iv) the undersigned
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.
7
IMPORTANT: WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS ON NEXT PAGE.
SIGNATURE BOX
(SEE INSTRUCTION 2)
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Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).
The undersigned hereto hereby represents, warrants and agrees as set forth in
this Letter of Transmittal and tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A and Box B are true.
The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding.
X
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(Signature of Owner)
X
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(Signature of Joint Owner)
Name and Capacity (if other than individuals):
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Title:
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Address:
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(City) (State) (Zip)
Area Code and Telephone No. (Day):
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(Evening):
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SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 2)
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YOU DO NOT NEED TO HAVE YOUR SIGNATURE GUARANTEED UNLESS YOU ARE A TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR
OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY.
Name and Address of Eligible Institution:
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Authorized Signature: X
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Name:
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Title: --------------- Date: --------------------
8
TAX CERTIFICATIONS
(SEE INSTRUCTION 5)
By signing this Letter of Transmittal in the Signature Box, the unitholder
certifies as true under penalties of perjury, the representations in Boxes A and
B below. Please refer to the attached Instructions for completing this Letter of
Transmittal and Boxes A and B below.
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BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 5 -- BOX A)
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The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:
(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the
unitholder, unless the Units are held in an Individual Retirement Account
("IRA"); or if this box [ ] is checked, the unitholder has applied for a
TIN. If the unitholder has applied for a TIN, a TIN has not been issued to
the unitholder, and either (a) the unitholder has mailed or delivered an
application to receive a TIN to the appropriate IRS Center or Social
Security Administration Office, or (b) the unitholder intends to mail or
deliver an application in the near future (it being understood that if the
unitholder does not provide a TIN to the Purchaser, a portion of all
reportable payments made to the unitholder will be withheld); and
(ii) Unless this box [ ] is checked, the unitholder is not subject to
backup withholding either because the unitholder: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the unitholder is
subject to backup withholding as a result of a failure to report all
interest or dividends; or (c) has been notified by the IRS that such
unitholder is no longer subject to backup withholding.
Note: Place an "X" in the box in (ii) above, only if you are unable to
certify that the unitholder is not subject to backup withholding.
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BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 5 -- BOX B)
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Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the unitholder's Units in the Partnership, the person
signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
(i) Unless this box [ ] is checked, the unitholder, if an individual, is
a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate or foreign trust (as those terms are defined in
the Internal Revenue Code and Income Tax Regulations);
(ii) The unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished
in the blank provided for that purpose on the front of this Letter of
Transmittal;
(iii) The unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the front of
this Letter of Transmittal.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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9
INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Letter of Transmittal (or facsimile thereof) and any other required
documents must be received by the Information Agent at one of its
addresses (or its facsimile number) set forth herein on or before the
date and time of the Expiration Date, unless extended. To ensure
receipt of the Letter of Transmittal and any other required documents,
it is suggested that you use overnight courier delivery or, if the
Letter of Transmittal and any other required documents are to be
delivered by United States mail, that you use certified or registered
mail, return receipt requested.
Our records indicate that you own the number of Units set forth in the
box above entitled "Description of Units Tendered" under the column
entitled "Name(s), Address(es), Number of Units Owned and Tax
Identification Number of Registered Holder(s)." If you would like to
tender only a portion of your Units, please so indicate in the space
provided in the box above entitled "Description of Units Tendered."
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL,
INCLUDING TAX CERTIFICATIONS (BOXES A AND B).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
UNITHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS. After carefully reading and completing
the Letter of Transmittal, to tender Units, unitholders must sign at
the "X" in the Signature Box of the Letter of Transmittal. The
signature(s) must correspond exactly with the names printed (or
corrected) on the front of the Letter of Transmittal. NO SIGNATURE
GUARANTEE ON THE LETTER OF TRANSMITTAL IS REQUIRED IF THE LETTER OF
TRANSMITTAL IS SIGNED BY THE UNITHOLDER (OR BENEFICIAL OWNER IN THE
CASE OF AN IRA). If any tendered Units are registered in the names of
two or more joint owners, all such owners must sign this Letter of
Transmittal.
IRAS/ELIGIBLE INSTITUTIONS. For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee is required. Similarly, no signature guarantee is required if
Units are tendered for the account of a member firm of a registered
national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit
union, savings and loan association or trust company having an office,
branch or agency in the United States (each an "Eligible Institution").
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES. Trustees,
executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partners of a partnership or other persons
acting in a fiduciary or representative capacity must sign at the "X"
in the Signature Box and have their signatures guaranteed by an
Eligible Institution by completing the signature guarantee set forth in
the Signature Box of the Letter of Transmittal. If the Letter of
Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of a corporation, authorized partners of a
partnership or others acting in a fiduciary or representative capacity,
such persons should, in addition to having their signatures guaranteed,
indicate their title in the Signature Box and must submit proper
evidence satisfactory to the Purchaser of their authority to so act
(see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to
be completed on the Letter of Transmittal, additional documentation may
be required by the Purchaser under certain circumstances including, but
not limited to, those listed below. Questions
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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).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for
executor or administrator; and
(a) a copy of applicable provisions of
the will (title page, executor(s)'
powers, asset distribution); or
(b) estate distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other evidence
of authority to act. Partnership should
furnish a copy of the 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. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be
issued in the name of a person other than the person signing the
Signature Box of the Letter of Transmittal or if consideration is to be
sent to someone other than such signer or to an address other than that
set forth on the Letter of Transmittal in the box entitled "Description
of Units Tendered," the appropriate boxes on the Letter of Transmittal
should be completed.
5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the
unitholder(s)' taxpayer identification number ("TIN") and certify as
true, under penalties of perjury, the representations in Box A and Box
B. By signing the Signature Box, the unitholder(s) certifies that the
TIN as printed (or corrected) on this Letter of Transmittal in the box
entitled "Description of Units Tendered" and the representations made
in Box A and Box B are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9
for guidance in determining the proper TIN to give the Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
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 A and Box B.
BOX A -- SUBSTITUTE FORM W-9.
PART (i), TAXPAYER IDENTIFICATION NUMBER. Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units
Tendered" is correct. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service (the "IRS"), in addition to
the unitholder being subject to backup withholding.
PART (ii), BACKUP WITHHOLDING. In order to avoid Federal income tax
backup withholding, the tendering unitholder must certify, under
penalty of perjury, that such unitholder is not subject to backup
withholding. Certain unitholders (including, among others, all
corporations and certain exempt non-profit organizations) are not
subject to backup withholding. Backup withholding is not an additional
tax. If withholding results in an overpayment of taxes, a refund may be
obtained
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from the IRS. DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
When determining the TIN to be furnished, please refer to the following
as a guide:
Individual accounts -- should reflect owner's TIN.
Joint accounts -- should reflect the TIN of the owner whose name
appears first.
Trust accounts -- should reflect the TIN assigned to the trust.
IRA custodial accounts -- should reflect the TIN of the custodian (not
necessary to provide).
Custodial accounts for the benefit of minors -- should reflect the TIN
of the minor.
Corporations, partnership or other business entities -- should reflect
the TIN assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the TIN
as printed (or corrected) on the front of the Letter of Transmittal is
correct.
NON-U.S. PERSONS. In order for a unitholder that is not a U.S. Person
("Non-U.S. Person") to qualify as exempt, such unitholder must submit a
completed Form W-8BEN "Certificate of Foreign Status," Form W-8ECI
"Certificate of Foreign Person's Claim for Exemption from Withholding
on Income Effectively Connected with the Conduct of a U.S. Trade or
Business," or Form W-8IMY "Certificate of Foreign Intermediary, Foreign
Flow Through Entity or Certain U.S. Branches for United States Tax
Withholding" signed under penalties of perjury attesting to such exempt
status. Such forms may be obtained from the IRS at www.irs.gov.
BOX B -- FIRPTA AFFIDAVIT. Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate
assets meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax
equal to 10% of the amount realized 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 obtained
from the IRS. PART (i) SHOULD BE CHECKED ONLY IF THE TENDERING
UNITHOLDER IS NOT A U.S. PERSON, AS DESCRIBED THEREIN.
6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.
7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a
Letter of Transmittal and other required documents will be determined
by the Purchaser and such determination will be final and binding. The
Purchaser's interpretation of the terms and conditions of the Offer
(including these Instructions for this Letter of Transmittal) will be
final and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders, unless waived, must be cured
within such time as the Purchaser shall determine. This Letter of
Transmittal will not be valid until any irregularities have been cured
or waived. Neither the Purchaser nor the Information Agent are under
any duty to give notification of defects in a Letter of Transmittal and
will incur no liability for failure to give such notification.
8. 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.
9. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on
the registered holder or such person) payable on account of the
transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<Table>
- -----------------------------------------------------
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- -----------------------------------------------------
1. An individual account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor or
guardian or committee incompetent person(3)
for a designated ward,
minor or incompetent
person(3)
7. a. The usual revocable The grantor trustee(1)
savings trust
account (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under state
law
8. Sole proprietorship The owner(4)
account
- -----------------------------------------------------
- -----------------------------------------------------
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- -----------------------------------------------------
9. A valid trust, estate or The legal entity (Do
pension trust 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, The organization
or educational
organization account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in 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.
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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 in 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 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.
PRIVACY ACT NOTICE -- Section 6109 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 a
portion 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
14
The Information Agent for the offer is:
THE ALTMAN GROUP, INC.
<Table>
By Mail: By Overnight Courier: By Hand:
P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 Lyndhurst, NJ 07071
By Telephone:
TOLL FREE (800) 467-0821
By Fax:
(201) 460-0050
</Table>
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