EXHIBIT 99.1
SPRINGHILL LAKE INVESTORS, LP
C/O AIMCO/ SPRINGHILL LAKE INVESTORS GP, LLC
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
September 26, 2005
Dear Limited Partner:
As you may be aware by now, MP Falcon Growth Fund 2, LLC, MPF DeWaay
Fund 4, LLC, MPF Income Fund 22, LLC, Sutter Opportunity Fund 3, LLC, Sutter
Opportunity Fund 3 Tax Exempt, LLC, MPF-NY, 2005, LLC, MPF DeWaay Fund 3, LLC,
MPF Income Fund 23, LLC, and MacKenzie Patterson Fuller, Inc., and/or their
assigns (collectively the "MacKenzie Group"), initiated an unsolicited tender
offer to buy units of limited partnership interest (the "Units") in Springhill
Lake Investors, LP (the "Partnership"). The general partner of the Partnership,
AIMCO/Springhill Lake Investors GP, LLC, first became aware of the offer by the
MacKenzie Group on September 12, 2005.
The Partnership, through its general partner, is required to make a
recommendation regarding whether you should accept or reject such offer or to
state that the Partnership is remaining neutral with respect to such offer. The
general partner does not express any opinion, and is remaining neutral, with
respect to the MacKenzie Group offer, because the general partner does not have
a reliable indicator of the fair value of the Units. 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:
o Since January 1, 2004, the Partnership declared and
made the following distributions to the limited
partners:
<Table>
<Caption>
DISTRIBUTION AMOUNT
EFFECTIVE DATE PER UNIT
July 1, 2004 $ 7,465.33
August 1, 2004 $14,646.98
September 1, 2004 $ 1,756.55
October 1, 2004 $ 3,015.41
November 1, 2004 $ 951.46
January 1, 2005 $ 1,419.88
February 1, 2005 $ 974.88
April 1, 2005 $ 1,273.50
</Table>
o AIMCO Properties, L.P., the owner of approximately
80.53% of the outstanding Units, made a direct
purchase of 1 Unit for $92,000 on April 27, 2004, and
a direct purchase of .5 Units for $54,000 on
September 4, 2002. AIMCO Properties also purchased a
4.9% interest in the general partnership for
$5,000,000 on May 5, 2004 and a .1% interest in the
general partnership for $1,000 on March 31, 2004.
o The Partnership is currently taking steps to obtain
approval from local government authorities of a
proposed redevelopment of Springhill Lake. If such
approval is obtained, the proposed redevelopment is
likely to result in additional approved density of
the Springhill Lake project. The Partnership has
received favorable preliminary indications from the
local government authorities regarding the proposed
redevelopment but has not received final approval.
First, the local government authorities review what
is referred to as a "Conceptual Site Plan." After the
submission, review and approval of the conceptual
site plan, the next step is submission review and
approval of what is referred to as a "Detailed Site
Plan." The Greenbelt City Council approved the
Partnership's Conceptual Site Plan on July 11, 2005
and the Prince Georges County Planning Board approved
the Partnership's Conceptual Site Plan on July 14,
2005. The Partnership expects to receive notification
in October from the local government authorities as
to whether the Conceptual Site Plan has received
final approval. Should the Conceptual Site Plan
receive final approval, the Partnership plans to
submit a Detailed Site Plan for approval later this
year. No assurances can be made regarding whether the
necessary approvals will be obtained, whether the
Partnership will move forward with the proposed
redevelopment if such approvals are obtained, or
whether there will be any resulting change in the
value of the Units.
o The MacKenzie Group's offer price is $45,000 per
Unit. The MacKenzie Group states in their offer that
they are making this offer in view of making a
profit, so the price offered is below the estimate of
value as established by the MacKenzie Group.
o The MacKenzie Group will not purchase more than 30
Units, approximately 4.6% of the outstanding Units.
The Units will be purchased on a first-come,
first-buy basis. An investor who tenders all of its
Units might not fully dispose of its investment in
the Partnership.
o The MacKenzie Group's offer states that if you tender
your Units pursuant to this offer, you will not have
any rights to withdraw them after they are tendered.
o The MacKenzie Group's offer requires you to pay a
transfer fee of $100 per transaction.
o The MacKenzie Group's offer provides that any
distributions paid to you by the Partnership after
September 6, 2005 will be subtracted from the offer
purchase price.
o AIMCO Properties, L.P. holds approximately 80.53% of
the outstanding Units, and does not intend to tender
any of their Units in the MacKenzie Group's offer.
o The MacKenzie Group did not indicate what its plans
or proposals are regarding future tender offers.
o The MacKenzie Group's offer to purchase provides no
past sale price information with which to compare
their offer price.
The general partner urges each investor to carefully consider the
foregoing information before tendering his or her Units to the MacKenzie Group.
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 holder of Units may deem relevant
to its decision. Under any circumstances, limited partners should be aware that
a sale of their interests in the Partnership will have tax consequences that
could be adverse.
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM
YOU THAT ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING
ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR
THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. THE ADVICE
CONTAINED IN THIS COMMUNICATION WAS WRITTEN TO SUPPORT THE PROMOTION OR
MARKETING OF THE TRANSACTION OR MATTER ADDRESSED BY THE ADVICE. EACH TAXPAYER
SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
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., 1200 Wall Street, 3rd Floor, 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,
AIMCO/Springhill Lake Investors GP, LLC
General Partner