Exhibit (a)(2)
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON
APRIL 10, 2006 (THE "EXPIRATION DATE") UNLESS
Name: _______________________ EXTENDED.
Deliver to: MacKenzie Patterson Fuller, LP
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-NY 2005, LLC; STEVEN GOLD; MPF FLAGSHIP
FUND 9, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 4, LLC; MPF BLUERIDGE FUND
I, LLC; MPF BLUERIDGE FUND II, LLC; MP INCOME FUND 20, LLC; MPF INCOME FUND 22,
LLC; MPF FLAGSHIP FUND 11, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7,
LLC; SUTTER OPPORTUNITY FUND 3, LLC; MACKENZIE PATTERSON FULLER, LP
(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 $825 per Unit, less the amount of any distributions made
or declared with respect to the Units between March 2, 2006 and the Expiration
Date, and upon the other terms and subject to the conditions set forth in the
Offer to Purchase, dated March 2, 2006 (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 9,730 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 9,730 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. Upon acceptance for payment of any of the Units tendered
hereby, the undersigned sells, assigns, and transfers to, 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 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 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, LP 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.
Arbitration Agreement: The Purchasers and the undersigned agree that any
dispute, claim, or controversy arising out of a purchase of Units shall be
resolved by submission to binding arbitration in Oakland, California before a
retired judge, and all parties agree to be subject to jurisdiction in
California. If the parties are unable to agree on a retired judge, each party
shall name one retired judge and the two persons so-named shall select a neutral
judge who will act as the sole arbitrator (if one party fails to select an
arbitrator within 20 days of notice by the other party of its selection, the
other party's selection will be the arbitrator). The arbitrator selected must
follow applicable Federal securities laws and California law. The arbitrator
must render a decision in writing, explaining the legal and factual basis for
decision as to each of the principal controverted issues. The arbitrator's
decision will be final and binding upon the parties. A judgment upon any award
may be entered in a court of competent jurisdiction. Prevailing party shall be
entitled to recover expenses including but not limited to attorney fees,
arbitrator fees, and filing fees.
================================================================================
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
================================================================================
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)_______________
[ ]SELL ALL OR NONE (check this box if (eve.)______________
you wish to sell your Units ONLY if ALL
your Units will be purchased).
1
================================================================================
BOX A
================================================================================
Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution: ______________________________________
Authorized Signature ________________________________ Title ________________
Name _____________________________________________ Date ______________, 200_
================================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
================================================================================
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.
================================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
================================================================================
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.
================================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
================================================================================
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.
2
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.
3