LETTER OF TRANSMITTAL
TO PURCHASE LIMITED PARTNERSHIP UNITS
OF
SIERRA PACIFIC DEVELOPMENT FUND,
A CALIFORNIA LIMITED PARTNERSHIP
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 17, 1997
OF JOHN N. GALARDI
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| DESCRIPTION OF LIMITED PARTNERSHIP UNITS ("UNITS") TENDERED |
| |
|NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) UNITS TENDERED |
| |
| __________________________* |
| |
| * Unless otherwise indicated, it|
| will be assumed that all Units|
| held by the registered holder are|
| being tendered. See Instruction 3.|
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| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON |
| MONDAY, NOVEMBER 17, 1997, UNLESS THE OFFER IS EXTENDED. |
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To: Sierra Pacific Development Fund (the "Partnership")
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Sierra Pacific Development Fund Sierra Pacific Development Fund Sierra Pacific Development Fund
2424 S.E. Bristol Street, No. 200 Facsimile: (714) 225-7570 2424 S.E. Bristol Street, Suite 200
Newport Beach, California 92660 Telephone: (714) 225-7500 Newport Beach, California 92660
CONFIRM BY TELEPHONE:
(714) 225-7500
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to John N. Galardi, an individual (the
"Bidder"), the above-described Limited Partnership Units (the "Units") for
Sierra Pacific Development Fund (the "Partnership") pursuant to the Bidder's
offer to purchase at a price per Unit of $27.50, net to the seller in cash, on
the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 17, 1997 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Units tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Bidder all
right, title and interest in and to all the Units that are being tendered
hereby (and any and all other Units or other securities issued or issuable in
respect thereof on or after October 17, 1997 (collectively, "Distributions"))
and constitutes and appoints the Partnership the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) transfer
ownership of such Units and all Distributions to or upon the order of the
Bidder, (b) present such Units and all Distributions for registration and
transfer on the books of the Partnership and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned (i)
has received and reviewed the Offer to Purchase and (ii) has full power and
authority to tender, sell, assign and transfer the Units tendered hereby and
all Distributions and that, when and to the extent the same are accepted for
payment by the Bidder, the Bidder 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 the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Partnership or the Bidder to be
necessary or desirable to complete the sale, assignment and transfer of the
Units tendered hereby and all Distributions.
The undersigned (i) has been advised that the Bidder is the owner of 50%
of the outstanding capital and voting stock and a director of CGS Real Estate
Company, Inc., of which S-P Properties, Inc., the General Partner of the
Partnership, is a wholly-owned subsidiary, and that the General Partner of the
Partnership makes no recommendation as to whether or not the undersigned
should tender his or her Units in the Offer and (ii) has made his or her own
decision to tender the Units.
The undersigned understands that, notwithstanding any other provisions of
the Offer and subject to the applicable rules of the Securities and Exchange
Commission, the Bidder will not be required to accept for payment or pay for
any Units tendered, and may terminate or amend the Offer or may postpone the
acceptance for payment of or payment for Units tendered, if at any time on or
after October 17, 1997, and before acceptance for payment of or payment for
any such Units, any of the following events shall have occurred (or shall have
been determined by the Bidder in its sole judgment to have occurred)
regardless of the circumstances giving rise thereto (including any action or
omission to act by the Bidder):
(a) there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges or seeks to challenge the acquisition of Units
pursuant to the Offer or otherwise in any manner relates to or affects
the Offer or (ii) in the sole judgment of the Bidder, could materially
and adversely affect the business, condition (financial or other),
income, operations or prospects of the Partnership, or otherwise
materially impair in any way the contemplated future conduct of the
business of the Partnership or materially impair the contemplated
benefits of the Offer to the Bidder;
(b) there shall have been any action threatened, pending or taken,
or approval withheld, withdrawn or abrogated or any statute, rule,
regulation, judgment, order or injunction threatened, proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Partnership, by any legislative body,
court, authority, agency or tribunal which, in the Bidder's sole
judgment, would or might directly or indirectly (i) make the acceptance
for payment of, or payment for, some or all of the Units illegal or
otherwise restrict or prohibit consummation of the Offer, (ii) delay or
restrict the ability of the Bidder, or render the Bidder unable, to
accept for payment or pay for some or all of the Units, (iii) imposes or
seeks to impose limitations on the ability of the Bidder to acquire or
hold or to exercise full rights of ownership of the Units, (iv)
materially impair the contemplated benefits of the Offer to the Bidder or
(v) materially affect the business, condition (financial or other),
income, operations or prospects of the Partnership, or otherwise
materially impair in any way the contemplated future conduct of the
business of the Partnership;
(c) it shall have been publicly disclosed or the Bidder shall have
learned that any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding Units;
(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) any significant decline
in the general level of market prices of equity securities in the United
States or abroad, (iii) any change in the general political, market,
economic or financial condition in the United States or abroad that could
have a material adverse effect on the Partnership's business, condition
(financial or other), income, operations or prospects, (iv) the
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation on, or any event
which, in the Bidder's sole judgment, might affect, the extension of
credit by lending institutions in the United States, (v) the commencement
of a war, armed hostilities or other international or national crisis
directly or indirectly involving the United States or (vi) in the case of
any of the foregoing existing at the time of the commencement of the
Offer, in the Bidder's sole judgment, a material acceleration or
worsening thereof;
(e) a tender or exchange offer with respect to some or all of the
Units (other than the Offer) or a merger, acquisition or other business
combination proposal for the Partnership, shall have been proposed,
announced or made;
(f) there shall have occurred any event or events that have
resulted, or may in the sole judgment of the Bidder result, in an actual
or threatened change in the business, condition (financial or other),
income, operations, stock ownership or prospects of the Partnership; or
materially impair the contemplated benefits of the Offer;
(g) there shall have occurred any decline in the S&P Composite 500
Stock Index by an amount in excess of 15% measured from the close of
business on October 16, 1997; or
(h) the Offeror shall not have received the approval of the
Partnership to the assignment to the Offeror of the Units tendered
pursuant to the Offer;
and, in the sole judgment of the Bidder, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance
for payment or payment. Any of the foregoing conditions may be waived by the
Bidder, in whole or in part, at any time and from time to time in its sole
discretion. The failure by the Bidder at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Bidder concerning the events
described above will be final and binding on all parties.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions
hereto will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Units being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Units complies
with Rule 14e-4. The Bidder's acceptance for payment of Units tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Bidder upon the terms and subject to the conditions of the
Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Units purchased in the name(s)
of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the Purchase Price of any
Units purchased to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the Purchase Price of any Units purchased and mail said check to
the person(s) so indicated. The undersigned recognizes that the Bidder has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Units from the name of the registered holder(s) thereof if the Bidder does not
accept for payment any of the Units so tendered.
----------------------------------- -----------------------------------
| SPECIAL PAYMENT INSTRUCTIONS | | SPECIAL DELIVERY INSTRUCTIONS |
| (SEE INSTRUCTIONS 4, 5 AND 6) | | SEE INSTRUCTIONS 4, 5 AND 6) |
| | | |
| | | |
| To be completed ONLY if the| | To be completed ONLY if the|
|check for the Purchase Price of| |check for the Purchase Price of|
|Units purchased is to be issued in| |Units purchased is to be mailed to|
|the name of someone other than the| |someone other than the undersigned|
|undersigned. | |or to the undersigned at an address|
| | |undersigned'd signature(s). |
| | | |
| | | |
|Issue check to: | | |
| | | |
|Name_______________________________| |Mail check to: |
| | | |
| _______________________________| |Name_______________________________|
| (Please Print) | | |
| | | _______________________________|
|Address____________________________| | (Please Print) |
| | | |
| _______________________________| |Address____________________________|
| (Include Zip Code) | | |
| | | ____________________________|
| _______________________________| | (Include Zip Code) |
| (Taxpayer Identification or | | |
| Social Security No.) | | |
----------------------------------- -----------------------------------
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| SIGN HERE |
| (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) |
| |
| |
| __________________________________________________________________________ |
| Signature(s) of Owner(s) |
| |
| __________________________________________________________________________ |
| |
|Dated: _______________, 1997 |
| |
|Name(s)_____________________________________________________________________ |
| |
| __________________________________________________________________________ |
| (Please Print) |
| |
|Capacity (full title)________________________________________________________ |
| |
|Address_____________________________________________________________________ |
| |
| __________________________________________________________________________ |
| |
| __________________________________________________________________________ |
| (Include Zip Code) |
| |
|Area Code and Telephone No._________________________________________________ |
| |
| |
|Must be signed by registered holder(s) exactly as name(s) appear(s) under |
|registration above. If signature is by a trustee, executor, administrator, |
|guardian, attorney-in-fact, officer of a corporation or other person acting |
|in a fiduciary or representative capacity, please set forth full title and see|
|Instruction 4.) |
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND UNITS. A properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Partnership at its addresses set forth on the front page of this Letter of
Transmittal on or prior to the Expiration Date (as defined in the Offer to
Purchase).
THE METHOD OF DELIVERY OF UNITS AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or a facsimile thereof), the tendering
stockholder waives any right to receive any notice of the acceptance for
payment of the Units.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the
number of Units should be listed on a separate schedule attached hereto.
3. PARTIAL TENDERS. If fewer than all the Units held by the registered
holder are to be tendered, fill in the number of Units that are to be tendered
in the box entitled "Number of Units Tendered." All Units held by a registered
holder will be deemed to have been tendered unless otherwise indicted.
4. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder(s) of the Units hereby, the signature(s) must
correspond with the holder's registration.
If any of the Units hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Units tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Bidder of the
authority of such person so to act must be submitted.
5. STOCK TRANSFER TAXES. Except as set forth in this Instruction 5, the
Bidder will pay or cause to be paid any stock transfer taxes with respect to
the sale and transfer of any Units to it or its order pursuant to the Offer.
If, however, payment of the Purchase Price is to be made to, or Units not
tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), or if tendered Units are registered in
the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) 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.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
Purchase Price of any Units purchased is to be issued in the name of, and /or
any Units not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check is to be
mailed to someone other than the person(s) signing this Letter of Transmittal
or to an address other than that shown below the signature of the person(s)
signing this Letter of Transmittal, then the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal should be completed.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance should be directed to the Bidder at the telephone
number and address provided in the Offer to Purchase. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or other tender
offer materials should also be directed to the Bidder and such copies will be
furnished promptly at the Bidder's expense.
8. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Units will be determined by the Bidder, in its
sole discretion, and its determination shall be final and binding. The Bidder
reserves the absolute right to reject any or all tenders of Units that it
determines are not in proper form or the acceptance for payment of or payment
for Units that may, in the opinion of the Bidder's counsel, be unlawful. The
Bidder also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Units and the Bidder's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Bidder shall determine. None of the Bidder, the Partnership or any other
person shall be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any
such notice. Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
9. IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Units are
accepted for payment is required to provide the Partnership (as payer) with
either such stockholder's correct TIN on Substitute Form W-9 below or in the
case of certain foreign stockholders, a properly completed Form W-8. If such
stockholder is an individual, the TIN is his or her social security number.
For businesses and other entities, the number is the employer identification
number. If the Partnership is not provided with the correct TIN or properly
completed Form W-8, the stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, payments that are made to such
stockholder with respect to Units purchased pursuant to the Offer may be
subject to backup withholding. The Form W-8 can be obtained from the
Partnership. See the enclosed Instructions for the Requester of Form W-9 for
additional instructions.
If federal income tax backup withholding applies, the Partnership is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to federal income tax backup withholding will be reduced by
the amount of the tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder
with respect to Units purchased pursuant to the Offer, the stockholder is
required to notify the Partnership of his or her correct TIN by completing the
Substitute Form W-9 attached hereto certifying that the TIN provided on
Substitute Form W-9 is correct and that (1) the stockholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the stockholder
that he or she is no longer subject to federal income tax backup withholding.
Foreign stockholders must submit a properly completed Form W-8 in order to
avoid the applicable backup withholding; PROVIDED, HOWEVER, that backup
withholding will not apply to foreign stockholders subject to 30% (or lower
treaty rate) withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE PARTNERSHIP
The stockholder is required to give the Partnership the social security
number or employer identification number of the registered owner of the Units.
If the Units are in more than one name or are not in the name of the actual
owner, consult the enclosed Instructions for the Requester of Form W-9 for
additional guidance on which number to report.
10. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP
ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
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|SUBSTITUTE |PART 1-PLEASE PROVIDE |TIN______________________|
| |YOUR TIN IN THE BOX AT | SOCIAL SECURITY NUMBER|
|FORM W-9 |RIGHT AND CERTIFY BY | OR EMPLOYER |
| |SIGNING AND DATING | IDENTIFICATION NUMBER |
| |BELOW. | |
| |--------------------------|-------------------------|
|DEPARTMENT OF THE |NAME (PLEASE PRINT) | PART 2 |
|TREASURY | | |
|INTERNAL REVENUE SERVICE | | |
| |--------------------------| |
| |ADDRESS | Awaiting |
|PAYER'S REQUEST FOR | | TIN |
|TAXPAYER |--------------------------| _ |
|IDENTIFICATION NUMBER |CITY STATE ZIP CODE| |_| |
|CERTIFICATION | | |
| | | |
| |----------------------------------------------------|
| | Part 3--CERTIFICATION-UNDER THE PENALTIES OF |
| | PERJURY, I CERTIFY THAT (1) the number shown on |
| | this form is my correct taxpayer identification |
| | number (or a TIN has not been issued to me but I |
| | have mailed or delivered an application to receive |
| | a TIN or intend to do so in the near future),(2) I |
| | am not subject to backup withholding either because|
| | I have not been notified by the Internal Revenue |
| | Service (the "IRS") that I am subject to backup |
| | withholding as a result of a failure to report all |
| | interest or dividends or the IRS has notified me |
| | that I am no longer subject to backup withholding |
| | and (3) all other information provided on this |
| | form is true, correct and complete. |
| | |
| | SIGNATURE_________________________________________ |
| | DATE_______________ You must cross out item (2) |
| | above if you have been notified by the IRS that |
| | your are currently subject to backup withholding |
| | because of underreporting interest or dividends on |
| | your tax return. |
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED INSTRUCTIONS FOR THE REQUESTER OF FORM W-9
FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
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| CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER |
| |
| I certify under penalties of perjury that a taxpayer identification number|
| has not been issued to me and either (1) I have mailed or delivered an|
| application to receive a taxpayer identification number to the appropriate|
| Internal Revenue Service Center or Social Security Administration Office or|
| (2) I intend to mail or deliver an application in the near future. I|
| understand that if I do not provide a taxpayer identification number by the|
| time of payment, 31% of all payments of the Purchase Price made to me|
| thereafter will be withheld until I provide a number. |
| |
|Signature____________________________________ Date:___________________, 1997|
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