March 31, 2004
Supplement to
Amended and Restated Offer to Purchase for Cash
AIMCO
AIMCO PROPERTIES, L.P.
IS OFFERING TO PURCHASE LIMITED PARTNERSHIP UNITS IN
MCCOMBS REALTY PARTNERS
FOR
$10.00 PER UNIT IN CASH
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OUR OFFER HAS BEEN EXTENDED. YOUR RIGHTS TO TENDER AND WITHDRAW YOUR UNITS WILL
NOW EXPIRE AT MIDNIGHT, NEW YORK TIME ON
APRIL 9, 2004
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On December 3, 2003, we offered to purchase the limited partnership units of
McCombs Realty Partners upon the terms and subject to the conditions of the
offer to purchase of that date. On December 17, 2003, we amended and restated
the original offer to purchase. This notice supplements the information
contained in the amended and restated offer to purchase, as amended, and extends
the offer period. We are using the same defined terms in this supplement that we
used in the amended and restated offer to purchase.
WE ARE ISSUING THIS SUPPLEMENT TO YOU TO PROVIDE YOU ADDITIONAL INFORMATION
CONCERNING THE OFFER AND TO EXTEND THE OFFER PERIOD. WE URGE YOU TO READ THE
FOLLOWING PARAGRAPHS CAREFULLY. PLEASE READ THE AMENDED AND RESTATED OFFER TO
PURCHASE, TOGETHER WITH THIS SUPPLEMENT, FOR A DESCRIPTION OF OUR OFFER.
QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES OF THE AMENDED AND RESTATED OFFER
TO PURCHASE, THIS SUPPLEMENT, THE AMENDED AND RESTATED ACKNOWLEDGMENT AND
AGREEMENT, OR THE AMENDED AND RESTATED LETTER OF TRANSMITTAL MAY BE DIRECTED TO
THE INFORMATION AGENT AT (800) 217-9608.
Please take note of the following clarifications and supplements to the amended
and restated offer to purchase:
EXTENSION OF TERM
We have extended the term of our offer. Extensions of the offer were
originally limited to 90 days from the commencement of the offer. The offer was
previously scheduled to expire on March 31, 2004, but has been extended to
midnight, New York time on April 9, 2004. If you have not already done so,
please remember that to accept our offer, you must complete and return the
enclosed amended and restated acknowledgment and agreement and related
documents, as more fully described below, to us before midnight, New York time
on April 9, 2004. As of March 29, 2004, 682 units, or approximately 4.6%, had
been tendered to us in response to this offer.
RISK FACTORS
The following risk factor shall read as follows:
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, dated December 10,
1984, pursuant to which units in your partnership were sold, indicated
that your partnership's properties would be sold within five to ten
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 2030. Your partnership
was reorganized in 1988, and lost all its properties, except for
Lakewood at Pelham (formerly Pelham Place) apartment complex in
Greenville, South Carolina. 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 is of the opinion that a sale of the
property would not be advantageous given market conditions, the
condition of the property and tax considerations. In particular, the
general partner considered the changes in the local rental market
resulting from local economic conditions (such as unemployment,
availability of alternative rental properties, vacancy rates, and
market rents), the potential for appreciation in the value of a
property given current market conditions for the sale of residential
properties (that is, the current expected sales price of the properties
given current demand for these types of property) and the potential for
tax liability to the partners on a sale of property. The general
partner estimates that based on these factors, a sale of the properties
at the current time would not maximize the value of the properties to
the limited partners and therefore, would not be advantageous to the
limited partners at this time. We do not currently expect that any of
your partnership's properties will be sold in the foreseeable future,
and we cannot predict when your partnership's property will be sold or
otherwise disposed of.
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If you decide to accept our offer, you should complete and sign the
enclosed amended and restated acknowledgment and agreement as instructed in the
amended and restated letter of transmittal attached as Annex I. The signed
amended and restated acknowledgment and agreement and any other documents
required by the amended and restated 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 its address set forth in the amended and restated
letter of transmittal.
The amended and restated acknowledgment and agreement and any other
documents required by the amended and restated letter of transmittal should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at its address set forth
below.
THE INFORMATION AGENT FOR THE OFFER IS:
THE ALTMAN GROUP, INC.
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) 217-9608 (800) 217-9608 (800) 217-9608
By Facsimile: By Telephone:
(201) 460-0050 TOLL FREE (800) 217-9608
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ANNEX I
AMENDED AND RESTATED
LETTER OF TRANSMITTAL
To Tender Units of Limited Partnership Interest in
MCCOMBS REALTY PARTNERS (THE "PARTNERSHIP")
PURSUANT TO AN AMENDED AND RESTATED OFFER TO PURCHASE
DATED DECEMBER 17, 2003 (THE "OFFER DATE"), AS AMENDED AND SUPPLEMENTED
BY
AIMCO PROPERTIES, L.P.
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THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT MIDNIGHT, NEW YORK CITY TIME,
ON APRIL 9, 2004, UNLESS EXTENDED
(AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE")
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TO PARTICIPATE IN THE OFFER, YOU MUST SEND A DULY COMPLETED AND EXECUTED COPY OF
THE ENCLOSED ACKNOWLEDGMENT AND AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED BY
THIS LETTER OF TRANSMITTAL SO THAT SUCH DOCUMENTS ARE RECEIVED BY 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) 217-9608 (TOLL FREE).
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) 217-9608
NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE
ACKNOWLEDGMENT AND AGREEMENT IS COMPLETED.
Annex I -- Page 1
Ladies and Gentlemen:
The Signatory (the "Signatory") executing the Acknowledgment and
Agreement relating to the captioned offer (the "Acknowledgment and Agreement"),
which is enclosed, upon the terms and subject to the conditions set forth in the
offer to purchase, hereby and thereby tenders to the Purchaser the units set
forth in the box entitled "Description of Units Tendered" on the Acknowledgment
and Agreement, including all interests represented by such units (collectively,
the "Units"), at the consideration indicated in the offer to purchase as
supplemented or amended. Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed thereto in such Acknowledgment and
Agreement.
SUBJECT TO AND EFFECTIVE UPON ACCEPTANCE FOR CONSIDERATION OF ANY OF
THE UNITS TENDERED HEREBY AND THEREBY IN ACCORDANCE WITH THE TERMS OF THE OFFER
TO PURCHASE, THE SIGNATORY HEREBY AND THEREBY IRREVOCABLY SELLS, ASSIGNS,
TRANSFERS, CONVEYS AND DELIVERS TO, OR UPON THE ORDER OF, THE PURCHASER ALL
RIGHT, TITLE AND INTEREST IN AND TO SUCH UNITS TENDERED HEREBY AND THEREBY THAT
ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER TO PURCHASE, INCLUDING, WITHOUT
LIMITATION, (I) ALL OF THE SIGNATORY'S INTEREST IN THE CAPITAL OF THE
PARTNERSHIP, AND THE SIGNATORY'S INTEREST IN ALL PROFITS, LOSSES AND
DISTRIBUTIONS OF ANY KIND TO WHICH THE SIGNATORY SHALL AT ANY TIME BE ENTITLED
IN RESPECT OF HIS OWNERSHIP OF THE UNITS, INCLUDING, WITHOUT LIMITATION,
DISTRIBUTIONS IN THE ORDINARY COURSE, DISTRIBUTIONS FROM SALES OF ASSETS,
DISTRIBUTIONS UPON LIQUIDATION, WINDING-UP, OR DISSOLUTION, PAYMENTS IN
SETTLEMENT OF EXISTING OR FUTURE LITIGATION, DAMAGES PAID IN CONNECTION WITH ANY
EXISTING OR FUTURE LITIGATION AND ALL OTHER DISTRIBUTIONS AND PAYMENTS MADE FROM
AND AFTER THE EXPIRATION DATE, IN RESPECT OF THE UNITS TENDERED BY THE SIGNATORY
AND ACCEPTED FOR PAYMENT AND THEREBY PURCHASED BY THE PURCHASER; (II) ALL OTHER
PAYMENTS, IF ANY, DUE OR TO BECOME DUE TO THE SIGNATORY IN RESPECT OF THE UNITS,
UNDER OR ARISING OUT OF THE AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF
THE PARTNERSHIP (THE "PARTNERSHIP AGREEMENT"), OR ANY AGREEMENT PURSUANT TO
WHICH THE UNITS WERE SOLD (THE "PURCHASE AGREEMENT"), WHETHER AS CONTRACTUAL
OBLIGATIONS, DAMAGES, INSURANCE PROCEEDS, CONDEMNATION AWARDS OR OTHERWISE;
(III) ALL OF THE SIGNATORY'S CLAIMS, RIGHTS, POWERS, PRIVILEGES, AUTHORITY,
OPTIONS, SECURITY INTERESTS, LIENS AND REMEDIES, IF ANY, UNDER OR ARISING OUT OF
THE PARTNERSHIP AGREEMENT OR PURCHASE AGREEMENT OR THE SIGNATORY'S OWNERSHIP OF
THE UNITS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL VOTING RIGHTS, RIGHTS OF
FIRST OFFER, FIRST REFUSAL OR SIMILAR RIGHTS, AND RIGHTS TO BE SUBSTITUTED AS A
LIMITED PARTNER OF THE PARTNERSHIP; AND (IV) ALL PAST, PRESENT AND FUTURE
CLAIMS, IF ANY, OF THE SIGNATORY WHETHER ON BEHALF OF THE PARTNERSHIP,
INDIVIDUALLY OR ON BEHALF OF A PUTATIVE CLASS (INCLUDING WITHOUT LIMITATION ANY
CLAIMS AGAINST LIMITED PARTNERS OF THE PARTNERSHIP, THE GENERAL PARTNER(S)
AND/OR ANY AFFILIATES THEREOF) UNDER, ARISING OUT OF OR RELATED TO THE
PARTNERSHIP AGREEMENT, THE PURCHASE AGREEMENT, THE SIGNATORY'S STATUS AS A
LIMITED PARTNER, THE TERMS OR CONDITIONS OF THE OFFER TO PURCHASE, THE
MANAGEMENT OF THE PARTNERSHIP, MONIES LOANED OR ADVANCED, SERVICES RENDERED TO
THE PARTNERSHIP OR ITS PARTNERS, OR ANY OTHER CLAIMS ARISING OUT OF OR RELATED
TO THE SIGNATORY'S OWNERSHIP OF UNITS IN THE PARTNERSHIP.
NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY
PURCHASE AGREEMENT TO THE CONTRARY, THE SIGNATORY HEREBY AND THEREBY DIRECTS 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 and
thereby, the Signatory hereby requests that the Purchaser be admitted to the
Partnership as a limited partner under the terms of the Partnership Agreement.
Upon request, the Signatory will execute and deliver additional documents deemed
by the Information Agent or the Purchaser to be necessary or desirable to
complete the assignment, transfer and purchase of Units tendered hereby and
thereby and will hold any distributions received from the Partnership after the
Expiration Date in trust for the benefit of the Purchaser and, if necessary,
will promptly forward to the Purchaser any such distributions immediately upon
receipt. The Purchaser reserves the right to transfer or assign, in whole or in
part,
Annex I -- Page 2
from time to time, to one or more of its affiliates, the right to purchase
Units tendered pursuant to the offer to purchase, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the offer to
purchase or prejudice the rights of tendering limited partners to receive
payment for Units validly tendered and accepted for payment pursuant to the
offer to purchase.
By executing the enclosed Acknowledgment and Agreement, the Signatory
represents that either (i) the Signatory is not a plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section
2510.3-101 of any such plan, or (ii) the tender and acceptance of Units pursuant
to the offer to purchase will not result in a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.
The Signatory 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 FEBRUARY 13, 2004 IF UNITS VALIDLY TENDERED HAVE
NOT BEEN ACCEPTED FOR PAYMENT.
THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF
THE GENERAL PARTNER OF THE PARTNERSHIP AND THE GENERAL PARTNER DOES NOT MAKE ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER TO PURCHASE. THE SIGNATORY HAS MADE HIS OR HER OWN DECISION TO TENDER
UNITS. THE SIGNATORY ALSO REPRESENTS AND WARRANTS THAT HE OR SHE WAS ADVISED TO
CONSULT AN ATTORNEY WITH RESPECT TO HIS OR HER DECISION WHETHER TO TENDER
HIS/HER INTEREST(s).
The Signatory hereby and thereby represents and warrants for the
benefit of the Partnership and the Purchaser that the Signatory owns the Units
tendered hereby and thereby and has full power and authority and has taken all
necessary action to validly tender, sell, assign, transfer, convey and deliver
the Units tendered hereby and thereby and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and such Units will not be subject to any adverse
claims and that the transfer and assignment contemplated herein and therein are
in compliance with all applicable laws and regulations.
All authority herein or therein conferred or agreed to be conferred
shall survive the death or incapacity of the Signatory, and any obligations of
the Signatory shall be binding upon the heirs, personal representatives,
trustees in bankruptcy, legal representatives, and successors and assigns of the
Signatory.
The Signatory represents and warrants that, to the extent a certificate
evidencing the Units tendered hereby and thereby (the "original certificate") is
not delivered by the Signatory together with the Acknowledgment and Agreement,
(i) the Signatory represents and warrants to the Purchaser that the Signatory
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Units, (ii) the Signatory has caused a diligent
search of its records to be taken and has been unable to locate the original
certificate, (iii) if the Signatory shall find or recover the original
certificate evidencing the Units, the Signatory will immediately and without
consideration surrender it to the Purchaser; and (iv) the Signatory shall at all
times indemnify, defend, and save harmless the Purchaser and the Partnership,
its successors, and its assigns from and against any and all claims, actions,
and suits, whether groundless or otherwise, and from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees, and other
expenses of every nature and character by reason of honoring or refusing to
honor the original certificate when presented by or on behalf of a holder in due
course of a holder appearing to or believed by the Partnership to be such, or by
issuance or delivery of a replacement certificate, or the making of any payment,
delivery, or credit in respect of the original certificate without surrender
thereof, or in respect of the replacement certificate.
Annex I -- Page 3
INSTRUCTIONS FOR COMPLETING THE ACKNOWLEDGMENT AND AGREEMENT
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Acknowledgment and Agreement (or facsimile thereof) and any other
required documents must be received by the Information Agent at one of
its addresses (or its facsimile number) set forth herein before
midnight, New York Time, on the Expiration Date, unless extended. To
ensure receipt of the Acknowledgment and Agreement and any other
required documents, it is suggested that you use overnight courier
delivery or, if the Acknowledgment and Agreement and any other required
documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.
Our records indicate that you own the number of Units set forth in Box 2
entitled "Description of Units Tendered" on the Acknowledgment and Agreement
under the column entitled "Total Number of Units Owned (#)." If you would like
to tender only a portion of your Units, please so indicate in the space provided
in the box.
THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading the Letter of Transmittal
and completing the Acknowledgment and Agreement, to tender Units, limited
partners must sign at the "X" in the Signature Box (Box 1) of the Acknowledgment
and Agreement. The signature(s) must correspond exactly with the names printed
(or corrected) on the front of the Acknowledgment and Agreement. NO SIGNATURE
GUARANTEE ON THE ACKNOWLEDGMENT AND AGREEMENT IS REQUIRED IF THE ACKNOWLEDGMENT
AND AGREEMENT IS SIGNED BY THE LIMITED PARTNER (OR BENEFICIAL OWNER IN THE CASE
OF AN IRA). If any tendered Units are registered in the names of two or more
joint owners, all such owners must sign the Acknowledgment and Agreement.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the beneficial
owner should sign in the Signature Box and no signature guarantee is required.
Similarly, no signature guarantee is required if Units are tendered for the
account of a bank, broker, dealer, credit union, savings association, or other
entity which is a member in good standing of the Securities Agents Medallion
Program or a bank, broker, dealer, credit union, savings association, or other
entity which is an "eligible guarantor institution" as the term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934 (each an "Eligible
Institution").
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary or
representative capacity must sign at the "X" in the Signature Box and have their
signatures guaranteed by an Eligible Institution by completing the signature
guarantee set forth in Box 3 in the Acknowledgment and Agreement. If the
Acknowledgment and Agreement is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of a corporation, authorized partners of a
partnership or others acting in a fiduciary or representative capacity, such
persons should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence satisfactory to
the Purchaser of their authority to so act (see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to
be completed on the Acknowledgment and Agreement, additional
documentation may be required by the Purchaser under certain
circumstances including, but not limited to, those listed below.
Questions on documentation should be directed to the Information Agent
at its telephone number set forth herein.
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DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for executor or
administrator; and
(a) a copy of applicable provisions of the will (title
page, executor(s)' powers, asset distribution); or
(b) estate distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other evidence of authority to
act. Partnerships should furnish a copy of the
partnership agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in the registration, a
copy of the cover page of the trust or pension plan,
along with a copy of the section(s) setting forth names
and powers of trustee(s) and any amendments to such
sections or appointment of successor trustee(s).
4. TAX CERTIFICATIONS. The limited partner(s) tendering Units to the
Purchaser pursuant to the Offer must furnish the Purchaser with the
limited partner(s)' taxpayer identification number ("TIN") and certify
as true, under penalties of perjury, the representations in Box 6 and
Box 7 of the Acknowledgment and Agreement. By signing the Signature
Box, the limited partner(s) certifies that the TIN as printed (or
corrected) on Acknowledgment and Agreement in the box entitled
"Description of Units Tendered" and the representations made in Box 6
and Box 7 of the Acknowledgment and Agreement are correct. See attached
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for guidance in determining the proper TIN to give
the Purchaser.
U.S. PERSONS. A limited partner that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic trust or
a domestic estate (collectively, "U.S. Persons"), as those terms are defined in
the Code, should follow the instructions below with respect to certifying Box 6
and Box 7 of the Acknowledgment and Agreement.
BOX 6 - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering limited partners must
certify to the Purchaser that the TIN as printed (or corrected) on the
Acknowledgment and Agreement in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by the
Internal Revenue Service (the "IRS"), in addition to the limited partner being
subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 30% Federal income tax backup
withholding, the tendering limited partner must certify, under penalty of
perjury, that such limited partner is not subject to backup withholding. Certain
limited partners (including, among others, all corporations and certain exempt
non-profit organizations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.
When determining the TIN to be furnished, please refer to the following as a
guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears first.
-2-
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.
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.
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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.
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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 Minors Act) The minor (2)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)
6. Account in the name of guardian or committee for a The ward, minor or incompetent person (3)
designated ward, minor or incompetent person (3)
7. a. The usual revocable savings trust account (grantor The grantor trustee (1)
is also trustee)
b. So-called trust account that is not a legal or valid The actual owner (1)
trust under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture in the name The public entity
of a public entity (such as a State or local government,
school district, or prison) that receives agricultural
program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
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
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(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.
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The Acknowledgment and Agreement and any other documents required by the
Letter of Transmittal should be sent or delivered by each limited partner or
such limited partner's broker, dealer, bank, trust company or other nominee to
the Information Agent at its address set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
THE ALTMAN GROUP, INC.
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) 217-9608 (800) 217-9608 (800) 217-9608
By Facsimile: By Telephone:
(201) 460-0050 TOLL FREE (800) 217-9608