NATIONAL PROPERTY INVESTORS 6
C/O NPI EQUITY INVESTMENTS, INC.
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
April 5, 2005
Dear Limited Partner:
As you may be aware by now, MPF-NY 2005, LLC, Steven Gold, Moraga Gold,
LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MP Falcon
Growth Fund 2, LLC, MP Value Fund 7, LLC, MPF Flagship 9, LLC, MPF Dewaay
Premier 2, LLC, and MacKenzie Patterson Fuller, Inc. (collectively, the
"MacKenzie Group"), initiated an unsolicited tender offer to buy units of
limited partnership interest ("Units") in National Property Investors 6 (the
"Partnership") on March 23, 2005.
The Partnership, through its general partner, NPI Equity Investments,
Inc., is required by the rules of the Securities and Exchange Commission to make
a recommendation whether you should accept or reject this offer or to state that
the Partnership is remaining neutral with respect to this offer. The general
partner does not express any opinion, and is remaining neutral, with respect to
the MacKenzie Group's offer, because the general partner does not have a
reliable indicator of the fair value of the Units. The Partnership has not
recently conducted an analysis of the value of its Units, but the Partnership
notes that the MacKenzie Group estimates the liquidation value of the
Partnership to be $104.87 per Unit. The general partner is of the opinion that
secondary market sales information is not a reliable measure of value in this
instance because of the limited number of reported trades. THEREFORE, THE
GENERAL PARTNER IS REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH
RESPECT TO THE MACKENZIE GROUP OFFER.
However, we call your attention to the following considerations:
- The MacKenzie Group's offer to purchase estimates the
liquidation value of the Partnership to be $104.87
per Unit. However, the MacKenzie Group is only
offering $55.00 per Unit.
- The Partnership has recent appraisals of two of its
properties, but the Partnership does not possess a
recent appraisal for the third property. In appraisal
reports dated March 26, 2004, an appraiser concluded
that the market value of Place du Plantier, a
268-unit apartment complex located in Baton Rouge,
Louisiana, was $9,300,000 as of March 16, 2004 and
that the market value of Fairway View I Apartments, a
242-unit apartment complex located in Baton Rouge,
Louisiana, was $8,700,000 "as is" as of March 16,
2004 and $8,800,000 "as stabilized" as of March 16,
2005. The lenders of the Partnership obtained these
appraisals in connection with their contemplated
refinancings, which the Partnership is no longer
pursuing.
- The $55.00 per Unit offer price will be reduced by
the amount of any distributions declared or made
between March 23, 2005 and May 6, 2005, which may be
further extended.
- Any increase in the MacKenzie Group's ownership of
Units as a result of the MacKenzie Group's offer may
affect the outcome of Partnership decisions, in that
the increase will concentrate ownership of Units.
Affected decisions may include any decision in which
limited partners unaffiliated with the general
partner are given an opportunity to object.
- The Partnership's term expires on December 31, 2006.
After the expiration of its term, the Partnership
will liquidate its assets and distribute the
resulting proceeds in accordance with its agreement
of limited partnership. Unless the Partnership's term
is extended, the first of any liquidating
distributions could occur as soon as the first six
months of 2007.
- AIMCO Properties, L.P. ("AIMCO Properties") and its
affiliates, which collectively hold approximately
68.83% of the outstanding Units, do not intend to
tender any of their Units in the MacKenzie Group
offer.
- The MacKenzie Group's offer is limited to 30,000
Units, according to the offer to purchase. However,
the newspaper advertisement announcing the tender
offer, as filed with the SEC, states that the offer
is limited to 2,000 Units. If more Units are tendered
in their offer than they will accept under the terms
of their offer, the MacKenzie Group will accept the
Units on a pro rata basis. Therefore, an investor who
tenders all of its Units might not fully dispose of
its investment in the Partnership.
- The MacKenzie Group's offer to purchase provides
limited past sale price information with which to
compare their offer price. The Partnership notes that
The Direct Investments Spectrum reported a high and
low sales price in 2003 of $121.12 per Unit and
during the period from January 1, 2004 through
January 31, 2005, a high sale price of $102.00 per
Unit and a low sale price of $55.00 per Unit. In
addition to the tender offer initiated by AIMCO
Properties in November 2004 at a price per Unit of
$47.27, AIMCO Properties also initiated a tender
offer in November 2003 at a price per Unit of $48.52
and in May 2002 at a price per Unit of $73.00.
Each limited partner should make its own decision as to whether or not
it should tender or refrain from tendering its Units in an offer in light of its
unique circumstances, including (i) its investment objectives, (ii) its
financial circumstances including the tolerance for risk and need for liquidity,
(iii) its views as to the Partnership's prospects and outlook, (iv) its own
analysis and review of all publicly available information about the Partnership,
(v) other financial opportunities available to it, (vi) its own tax position and
tax consequences, and (vii) other factors that the limited partner may deem
relevant to its decision. Under any circumstances, limited partners should be
aware that a sale of their Units in the Partnership will have tax consequences
that could be adverse.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR
OWN PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS.
If you need further information about your options, please contact
Martha Long at AIMCO Properties at (864) 239-1000. You can also contact The
Altman Group, Inc., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, and
its toll free telephone number is (800) 217-9608. The facsimile number of The
Altman Group, Inc. is (201) 460-0050.
Sincerely,
NPI Equity Investments, Inc.
General Partner