Exhibit (a)(2)
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON
OCTOBER 4, 2005 (THE "EXPIRATION DATE") UNLESS
Name: _____________________ EXTENDED.
Deliver to: MacKenzie Patterson Fuller, Inc.
Address: __________________ 1640 School Street
Moraga, California 94556
City, State, ZIP: _________ For Assistance: (800) 854-8357
Via Facsimile: (925) 631-9119
Units Owned: ______________ E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE
ADDRESS PRINTED TO THE LEFT)
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date.
Delivery of this Letter of Transmittal or any other required documents to an
address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Unit holder. Please use the pre-addressed, postage-paid envelope provided.
This Letter of Transmittal is to be completed by holders of Units of limited
partnership interest in INLAND LAND APPRECIATION FUND II, L.P. (the
"Partnership"), pursuant to the procedures set forth in the Offer to Purchase
(as defined below). Capitalized terms used herein and not defined herein have
the meanings ascribed to such terms in the Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; MPF-NY 2005, LLC; SUTTER OPPORTUNITY FUND 3, LLC; SUTTER
OPPORTUNITY FUND 3 TAX EXEMPT, LLC; MP FALCON GROWTH FUND 2, LLC; MPF DEWAAY
FUND 3, LLC; MPF DEWAAY PREMIER FUND, LLC; MP FALCON FUND, LLC; MORAGA GOLD,
LLC; MPF FLAGSHIP FUND 11, LLC (collectively the "Purchasers") all of the Units
of limited partnership interest ("Units") in the Partnership held by the
undersigned as set forth above (or, if less than all such Units, the number set
forth below in the signature box), at a purchase price equal to $700 per Unit,
less the amount of any distributions made or declared with respect to the Units
between August 23, 2005 and the Expiration Date, and upon the other terms and
subject to the conditions set forth in the Offer to Purchase, dated August 23,
2005 (the "Offer to Purchase") and in this Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged. The
undersigned recognizes that, if more than 3,503 Units are validly tendered prior
to or on the Expiration Date and not properly withdrawn, the Purchasers will,
upon the terms of the Offer, accept for payment from among those Units tendered
prior to or on the Expiration Date 3,503 Units on a pro rata basis, with
adjustments to avoid purchases of certain fractional Units, based upon the
number of Units validly tendered prior to the Expiration Date and not withdrawn.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby, the undersigned hereby sells, assigns, and transfers to, or
upon the order of, Purchasers all right, title, and interest in and to such
Units which are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchasers as the true and lawful agent
and attorney-in-fact and proxy of the undersigned with respect to such Units,
with full power of substitution (such power of attorney and proxy being deemed
to be an irrevocable power and proxy coupled with an interest), to deliver such
Units and transfer ownership of such Units, on the books of the Partnership,
together with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchasers and, upon acceptance of the tender of such
Units by the Purchasers, to exercise all voting rights and to receive all
benefits and otherwise exercise all rights of beneficial ownership of such Units
all in accordance with the terms of the Offer. Subject to and effective upon the
purchase of any Units tendered hereby, the undersigned hereby requests that each
of the Purchasers be admitted to the Partnership as a "substitute Limited
Partner" under the terms of the Partnership Agreement of the Partnership. Upon
the purchase of Units pursuant to the Offer, all prior proxies and consents
given by the undersigned with respect to such Units will be revoked and no
subsequent proxies or consents may be given (and if given will not be deemed
effective). In addition, by executing this Letter of Transmittal, the
undersigned assigns to the Purchasers all of the undersigned's rights to receive
distributions from the Partnership with respect to Units which are purchased
pursuant to the Offer, other than distributions declared or paid through the
Expiration Date and to change the address of record for such distributions on
the books of the Partnership. Upon request, the Seller will execute and deliver,
and irrevocably directs any custodian to execute and deliver, any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
assignment, transfer, and purchase of such Units.
The undersigned hereby represents and warrants that the undersigned owns the
Units tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign, and transfer the Units tendered hereby, and that when any
such Units are purchased by the Purchasers, the Purchasers 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 claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchasers to be necessary or
desirable to complete the assignment, transfer, and purchase of Units tendered
hereby.
The undersigned understands that a tender of Units to the Purchasers will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchasers to effect a change of distribution address to
MacKenzie Patterson Fuller, Inc. at 1640 School Street, Moraga, California,
94556. The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Purchasers may not be required to accept for payment
any of the Units tendered hereby. In such event, the undersigned understands
that any Letter of Transmittal for Units not accepted for payment will be
destroyed by the Purchasers. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
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SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
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Please sign exactly as your name X-------------------------------------
is printed (or corrected) above, (Signature of Owner) Date
and insert your Taxpayer
Identification Number or Social
Security Number in the space provided
below your signature.
For joint owners, each joint owner
must sign. (See Instructions 1) The
signatory hereto hereby certifies
under penalties of perjury the
statements in Box B, Box C and if
applicable, Box D. X-------------------------------------
(Signature of Owner) Date
If the undersigned is tendering less
than all Units held the number of
Units tendered is set forth below.
Otherwise, all Units held by the
undersigned are tendered hereby.
Taxpayer I.D. or Social#______________
_____________ Units Telephone No. (day)_______________
(eve.)______________
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BOX A
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Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution: ______________________________________
Authorized Signature ________________________________ Title ________________
Name _____________________________________________ Date ______________, 200_
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
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The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Unit holder, or if this box
[ ] is checked, the Unit holder has applied for a TIN. If the Unit holder has
applied for a TIN, a TIN has not been issued to the Unit holder, and either: (a)
the Unit holder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the Unit
holder intends to mail or deliver an application in the near future (it being
understood that if the Unit holder does not provide a TIN to the Purchasers
within sixty (60) days, 31% of all reportable payments made to the Unit holder
thereafter will be withheld until a TIN is provided to the Purchasers); and
(ii) Unless this box [ ] is checked, the Unit holder is not
subject to backup withholding either because the Unit holder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Unit holder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unit holder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Unit holder is not subject to backup withholding.
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BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
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Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchasers that no withholding is
required with respect to the Unit holder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
(i) Unless this box [ ] is checked, the Unit holder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate, or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Unit holder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
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By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unit holder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unit holder:
(i) Is a nonresident alien individual or a foreign corporation, partnership,
estate, or trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully
reading and completing this Letter of Transmittal, in order to
tender Units a Unit holder must sign at the "X" on the bottom
of the first page of this Letter of Transmittal and insert the
Unit holder's correct Taxpayer Identification Number or Social
Security Number ("TIN") in the space provided below the
signature. The signature must correspond exactly with the name
printed (or corrected) on the front of this Letter of
Transmittal without any change whatsoever. If this Letter of
Transmittal is signed by the registered Unit holder of the
Units, a Medallion signature guarantee on this Letter of
Transmittal is required. Similarly, if Units are tendered for
the account of a member firm of a registered national security
exchange, a member firm of the National Association of
Securities Dealers, Inc. or a commercial bank, savings bank,
credit union, savings and loan association, or trust company
having an office, branch or agency in the United States (each
an "Eligible Institution"), a Medallion signature guarantee is
required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an eligible
institution, by completing the signature guarantee set forth
in BOX A of this Letter of Transmittal. If any tendered Units
are registered in the names of two or more joint holders, all
such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators,
guardians, attorneys-in-fact, officers of corporations, or
others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper
evidence satisfactory to the Purchasers of their authority to
so act. For Units to be validly tendered, a properly completed
and duly executed Letter of Transmittal, together with any
required signature guarantees in BOX A, and any other
documents required by this Letter of Transmittal, must be
received by the Depositary prior to or on the Expiration Date
at its address or facsimile number set forth on the front of
this Letter of Transmittal. No alternative, conditional or
contingent tenders will be accepted. All tendering Unit
holders by execution of this Letter of Transmittal waive any
right to receive any notice of the acceptance of their tender.
2. Transfer Taxes. The Purchasers will pay or cause to be paid
all transfer taxes, if any, payable in respect of Units
accepted for payment pursuant to the Offer.
3. U.S. Persons. A Unit holder who or which is a United States
citizen or resident alien individual, a domestic corporation,
a domestic partnership, a domestic trust, or a domestic estate
(collectively "United States persons") as those terms are
defined in the Internal Revenue Code and Income Tax
Regulations, should complete the following:
Box B - Substitute Form W-9. In order to avoid 31%
federal income tax backup withholding, the Unit
holder must provide to the Purchasers the Unit
holder's correct Taxpayer Identification Number or
Social Security Number ("TIN") in the space
provided below the signature line and certify,
under penalties of perjury, that such Unit holder
is not subject to such backup withholding. The TIN
that must be provided is that of the registered
Unit holder indicated on the front of this Letter
of Transmittal. If a correct TIN is not provided,
penalties may be imposed by the Internal Revenue
Service ("IRS"), in addition to the Unit holder
being subject to backup withholding. Certain Unit
holders (including, among others, all corporations)
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.
Box C - FIRPTA Affidavit. To avoid potential
withholding of tax pursuant to Section 1445 of the
Internal Revenue Code, each Unit holder who or
which is a United States Person (as defined
Instruction 3 above) must certify, under penalties
of perjury, the Unit holder's TIN and address, and
that the Unit holder is not a foreign person. Tax
withheld under Section 1445 of the Internal Revenue
Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be
obtained from the IRS.
4. Foreign Persons. In order for a Unit holder who is a
foreign person (i.e., not a United States Person as defined in
3 above) to qualify as exempt from 31% backup withholding,
such foreign Unit holder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal
attesting to that foreign person's status by checking the box
preceding such statement. However, such person will be subject
to withholding of tax under Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of
Transmittal. Requests for assistance or additional copies of
the Offer to Purchase and this Letter of Transmittal may be
obtained from the Purchasers by calling 800-854-8357.
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