Exhibit (a)(2)
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON
Name: ______________________ DECEMBER 12, 2005 (THE "EXPIRATION DATE") UNLESS
EXTENDED.
Address: ___________________ Deliver to: MacKenzie Patterson Fuller, Inc.
1640 School Street
City, State, ZIP: __________ Moraga, California 94556
For Assistance: (800) 854-8357
Shares Owned: ______________ Via Facsimile: (925) 631-9119
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
Shareholder. Please use the pre-addressed, postage-paid envelope provided. This
Letter of Transmittal is to be completed by holders of Shares of common stock in
G REIT, INC. (the "Corporation"), 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 SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME
FUND 21, LLC; MPF DEWAAY FUND 3, LLC; MPF INCOME FUND 23, LLC; MP FALCON GROWTH
FUND 2, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF
DEWAAY FUND 4, LLC; MPF INCOME FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5,
LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; MPF DEWAAY PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC;
MORAGA GOLD, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the
"Purchasers") all of the Shares of common stock ("Shares") in the Corporation
held by the undersigned as set forth above (or, if less than all such Shares,
the number set forth below in the signature box), at a purchase price equal to
$7 per Share, less the amount of any dividends made or declared with respect to
the Shares between November 1, 2005 and the Expiration Date, and upon the other
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 1, 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 1,000,000 Shares 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 Shares
tendered prior to or on the Expiration Date 1,000,000 Shares on a pro rata
basis, with adjustments to avoid purchases of certain fractional Shares, based
upon the number of Shares validly tendered prior to the Expiration Date and not
withdrawn.Subject to and effective upon acceptance for payment of any of the
Shares 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
Shares 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 Shares,
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
Shares and transfer ownership of such Shares, on the books of the Corporation,
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
Shares by the Purchasers, to exercise all voting rights and to receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares all in accordance with the terms of the Offer. Upon the purchase of
Shares pursuant to the Offer, all prior proxies and consents given by the
undersigned with respect to such Shares 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 dividends from the
Corporation with respect to Shares which are purchased pursuant to the Offer,
other than dividends declared or paid through the Expiration Date and to change
the address of record for such dividends on the books of the Corporation. 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 Shares.
The undersigned hereby represents and warrants that the undersigned owns the
Shares 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 Shares tendered hereby, and that when any
such Shares 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 Shares 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 Shares tendered
hereby.
The undersigned understands that a tender of Shares 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 dividend 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
Shares tendered hereby. In such event, the undersigned understands that any
Letter of Transmittal for Shares 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 Shares held the number of
Units tendered is set forth below.
Otherwise, all Shares held by the
undersigned are tendered hereby.
Taxpayer I.D. or Social#______________
_____________ Units Telephone No. (day)_______________
(eve.)______________
[ ] SELL ALL OR NONE (check this box if you wish
to sell your Shares ONLY if ALL your Shares will
be purchased.)
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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 Shareholder, or if this box
[ ] is checked, the Shareholder has applied for a TIN. If the Shareholder has
applied for a TIN, a TIN has not been issued to the Shareholder, and either: (a)
the Shareholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Shareholder intends to mail or deliver an application in the near future (it
being understood that if the Shareholder does not provide a TIN to the
Purchasers within sixty (60) days, 31% of all reportable payments made to the
Shareholder thereafter will be withheld until a TIN is provided to the
Purchasers); and
(ii) Unless this box [ ] is checked, the Shareholder is not
subject to backup withholding either because the Shareholder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Shareholder 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 Shareholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Shareholder 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 shares of a Corporation 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 shares is a foreign
person. To inform the Purchasers that no withholding is required with respect to
the Shareholder's interest in the Corporation, the person signing this Letter of
Transmittal hereby certifies the following under penalties of perjury:
(i) Unless this box [ ] is checked, the Shareholder, 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 Shareholder'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 Shareholder'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 Shareholder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Shareholder:
(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 Shares a Shareholder must sign at the "X" on the bottom
of the first page of this Letter of Transmittal and insert the
Shareholder'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 Shareholder of the
Shares, a Medallion signature guarantee on this Letter of
Transmittal is required. Similarly, if Shares 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 Shares
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 Shares 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
Shareholders 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 Shares
accepted for payment pursuant to the Offer.
3. U.S. Persons. A Shareholder 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
Shareholder must provide to the Purchasers the
Shareholder'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
Shareholder is not subject to such backup
withholding. The TIN that must be provided is that
of the registered Shareholder 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 Shareholder being subject to backup
withholding. Certain Shareholders (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 Shareholder who or
which is a United States Person (as defined
Instruction 3 above) must certify, under penalties
of perjury, the Shareholder's TIN and address, and
that the Shareholder 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 Shareholder 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 Shareholder 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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