BALCOR REALTY INVESTORS 86-Series I A Real Estate Limited Partnership P.O. Box 7190 Deerfield, Illinois 60015-7190 April 10, 1996 Dear Investor: As you know, on March 11, 1996, Metropolitan Acquisition VII, L.L.C. ("Metropolitan") announced an unsolicited offer to purchase up to approximately 30% of the outstanding limited partnership interests ("Units") of Balcor Realty Investors 86-Series I A Real Estate Limited Partnership (the "Partnership") at a price of $155 per Unit. In our letter to you dated March 22, 1996, we informed you that we were expressing no opinion and remaining neutral with respect to Metropolitan's offer. While our position with respect to the offer has not changed, we wanted to provide you with certain additional information that may be useful to you in evaluating the offer. As you may recall, in our March 22 letter, we informed you that an unaffiliated third party had contacted The Balcor Company to discuss the potential for a sale of substantially all of the remaining properties of the Partnership. While these discussions did not lead to a definitive offer for the sale of all of the Partnership's properties, this third party, Equity Residential Properties Trust ("Equity"), made a non-binding proposal to the Partnership on April 8, 1996 to purchase one of the Partnership's four remaining properties. We are in serious negotiations with Equity and intend to sign a letter of intent with them. The proposed sale price of the one property included in the Equity proposal is $16,320,000. Taking into account closing costs, mortgage indebtedness, and prorations, and provided that there are no adjustments to the sale price as contained in the Equity proposal, we estimate that the net proceeds per Unit available for distribution will be approximately $64 (see attachment hereto for computation). Keep in mind that Metropolitan's offer is $155 per Unit and that the Partnership will continue to own three properties if the sale contemplated by the Equity proposal is consummated. You should also keep in mind that, as we advised you in our March 22, 1996 letter, the mid-April, 1996 distribution payable to you in the amount of $74 will be deducted from Metropolitan's offering price for your Units if you elect to tender your Units to Metropolitan. Also, in the March 22 letter, we advised you that one of the Partnership's four remaining assets was under a letter of intent. When we sign a letter of intent with Equity, of the four remaining assets two will be under letters of intent. This illustrates our belief that the market for multifamily housing properties has become increasingly favorable to sellers of these properties. Please note that the sale of the property to Equity is contingent upon many factors, including the negotiation of a mutually acceptable sale contract. Therefore, there can be no assurance that the sale to Equity will ultimately be completed. Even in the event that all of the contemplated sales are consummated, there can be no assurance that the distribution level described above will actually be paid to the limited partners. Please note that pursuant to an amendment dated April 8, 1996, Metropolitan has extended their offer and cannot purchase any tendered Units prior to April 12, 1996. If you wish to withdraw any Units tendered to Metropolitan at any time prior to 5:00 p.m., Eastern Standard Time, on April 12, 1996, you may do so by complying with the withdrawal procedures set forth in the Metropolitan offer. Your General Partner will continue to act in the manner that it believes to be in the best interests of the Partnership. Very truly yours, /s/Thomas E. Meador Thomas E. Meador Chairman, Balcor Partners - XIX, the General Partner BALCOR REALTY INVESTORS 86-Series I CALCULATION OF DISTRIBUTABLE PROCEEDS FROM PROPOSED SALE TO EQUITY RESIDENTIAL Proposed Mortgage Distributable Name of Property Purchase Price(1) Debt(2) Proceeds - ---------------- -------------- ---- -------- Lakeville(3) $16,320,000 ($12,498,300) $3,821,700 ----------- ------------- ---------- Total $16,320,000 ($12,498,300) $3,821,700 ========== Number of Limited Partnership Units: 59,791 Total Distributable Proceeds per Limited Partnership Unit ($3,821,700 / 59,791) $63.92 ====== - -------------------- (1)Equity Residential will pay mortgage assumption fees (if any) and related closing costs. There are no brokerage commissions. We are assuming that prorations or other closing costs payable by the Partnership (if any) will come from Partnership working capital. (2)Estimated loan balance assuming a June, 1996 closing. (3)Represents the 60% ownership position of Balcor Realty Investors 86-Series I in this property.