Exhibit (a)(5)
[FORM OF LETTER TO UNIT HOLDERS]
December 3, 2002
TO: UNIT HOLDERS OF [SUBJECT COMPANY]
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the Offer to Purchase dated October 8, 2002, and related Letter
of Transmittal (the "Offer"), CMG PARTNERS, LLC, CMG VENTURES, LLC, CMG
ACQUISITION FUND I, LLC, CMG ACQUISITION FUND II, LLC, CMG ACQUISITION FUND III,
LLC, and CMG SPECIAL FUND, LLC (collectively the "Purchasers") are offering to
purchase Units of limited partnership interest (the "Units") in [SUBJECT
COMPANY] (the "Partnership"). This letter supplements and clarifies information
contained in the Offer to Purchase.
IDENTIFY OF FILING PERSONS
As disclosed in Schedule I to the Offer to Purchase, each of the Purchasers is
managed by CMG Advisors, LLC, which in turn is controlled by Mr. Mark J. Swenson
and Mr. Steven C. Gregory. By reason of their control over the Purchasers, each
of CMG Advisors, LLC, Mr. Swenson and Mr. Gregory may be deemed a bidder.
Accordingly, the Purchasers have amended their Schedule TO filed with the
Securities and Exchange Commission relating to the Offer to include CMG
Advisors, LLC, Mr. Swenson and Mr. Gregory as filing persons. Neither CMG
Advisors, LLC, Mr. Swenson nor Mr. Gregory is offering to purchase Units or is
obligated to provide any financing for the purchase of Units. They have been
identified as filing persons solely by reason of their direct or indirect
control over the Purchasers.
NOTICE OF EXTENSIONS OR AMENDMENTS
As disclosed in the Offer to Purchase under the heading "Extension of Tender
Period; Termination; Amendment," should the Purchasers change the price they are
willing to pay for Units or the number of Units they are willing to accept,
notice of such change will be given as described in the Offer to Purchase and
the Offer will remain open for at least 10 business days following such notice.
PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS
As disclosed in the Offer to Purchase under the heading "Tender Offer - Section
2. Proration; Acceptance for Payment and Payment for Units," the Partnership's
agreement of limited partnership restricts the transfer of Units if the number
of Units requested to be transferred would, when added to the number of other
Units transferred within the 12 months preceding the requested transfer, would
cause termination of the Partnership for tax purposes. To cause a termination
for tax purposes, the number of Units requested to be transferred pursuant to
the Offer would, when added to the number of other Units transferred within the
12 months preceding the requested transfer, have to equal or exceed 50% of the
total number of outstanding Units for that period.
Because the General Partner and/or its affiliates own in excess of [ ] of the
Partnership's outstanding Units, there are few reported transfers of Units, and
the number of Units sought to be purchased pursuant to the Offer represents
approximately [ ] of the Partnership's outstanding Units, the Purchasers believe
that it is highly unlikely that the number of Units requested to be transferred
pursuant to the Offer would, when combined with other transfers of Units within
the preceding 12 months, equal or exceed 50% of the total number of Units
outstanding during the 12 month period. Therefore, the Purchasers believe that
it is highly unlikely that the number of Units subject to the Offer will be
reduced by reason of the restriction on a transfer of Units that would result in
a termination of the Partnership for tax purposes.
FINANCIAL INFORMATION CONCERNING THE PURCHASERS
The Offer to Purchase contains under the heading "Certain Information Concerning
the Purchasers" a table setting forth the total assets, net assets and current
assets of each of the Purchasers. The text immediately preceding the table
indicated that the numbers in the table were expressed in thousands of dollars,
rounded to the nearest thousand. The numbers in the table, however, were
inadvertently not rounded to the nearest thousand. Set forth below is a
corrected table that sets forth the numbers in thousands of dollars, rounded to
the nearest thousand:
Total Total Current
Purchaser Assets Net Assets Assets
- ----------------------------- ------- ----------- --------
CMG Partners, LLC $ 2,203 $ 722 $ 1,780
CMG Ventures, LLC $ 2,914 $ 745 $ 2,757
CMG Acquisition Fund I, LLC $ 1,426 $ 1,209 $ 1,426
CMG Acquisition Fund II, LLC $ 835 $ 746 $ 835
CMG Acquisition Fund III, LLC $ 938 $ 751 $ 938
CMG Special Fund, LLC $ 716 $ 512 $ 716
TOTALS $ 9,032 $ 4,684 $ 8,452
CONDITIONS OF THE OFFERS
Under the heading "Conditions of the Offers" in the Offer to Purchase, one of
the conditions to the obligation of the Purchasers to accept for payment or pay
for tendered units is that on or before the Expiration Date there must not be
any preliminary or permanent injunction or other order of any federal or state
court, government or governmental authority or agency issued and remaining in
effect that causes any material diminution of the benefits to be derived by the
Purchasers as a result of the transactions contemplated by the Offer.
Specifically, the Offer to Purchase provides in part:
The Purchasers shall not be required to accept for payment or pay for
any Units not theretofore accepted for payment or paid for and may
terminate or amend any Offer as to such Units if, at any time on or
after the date of the Offer and before the Expiration Date, any of the
following conditions exists with respect to the Offer or the
Partnership issuing the Units subject to the Offer:
(a) a preliminary or permanent injunction or other order of
any federal or state court, government or governmental
authority or agency shall have been issued and shall remain
in effect which (i) makes illegal, delays or otherwise
directly or indirectly restrains or prohibits the making of
the Offer or the acceptance for payment of or payment for
any Units by the Purchasers, (ii) imposes or confirms
limitations on the ability of the Purchasers effectively to
exercise full rights of ownership of any Units, including,
without limitation, the right to vote any Units acquired by
the Purchasers pursuant to the Offer or otherwise on all
matters properly presented to the Partnership's Unit
holders, (iii) requires divestiture by the Purchasers of any
Units, (iv) causes any material diminution of the benefits
to be derived by the Purchasers as a result of the
transactions contemplated by the Offer or (v) might
materially adversely affect the business, properties,
assets, liabilities, financial condition, operations,
results of operations or prospects of the Purchasers or the
Partnership, in the reasonable judgment of the Purchasers;
The benefits referred to in clause (iv) of paragraph (a) above include the
rights of an assignee of a Unit under the Partnership's limited partnership
agreement and applicable California law, including all of the economic rights
associated with the Unit, such as the right to the profits and losses associated
with the Unit and the right to receive all distributions in respect of the Unit,
the right to vote in respect of the Units either pursuant to the power of
attorney contained in the Letter of Transmittal or as otherwise provide by
California law, the right to inspect books and records of the Partnership either
pursuant to the power of attorney contained in the Letter of Transmittal or as
otherwise provide by California law, and the right to exercise all of the rights
of an assignee of the Unit as permitted by the Partnership's limited partnership
agreement, the power of attorney contained in the Letter of Transmittal or
California law. A material diminution of those benefits would result from, for
example, any of the types of injunctions or orders described in clauses (i)
through (iii) and clause (v) of paragraph (a) above, or any injunction or order
that materially and adversely affects the right of the Purchasers to receive
allocations of profits and losses or distributions from the Partnership.
The last paragraph under the heading "Conditions of the Offers" in the Offer to
Purchase is amended to read as follows:
The conditions set forth in subparagraphs (a) through (f)
immediately above are for the sole benefit of the
Purchasers. The conditions contained in subparagraphs (a)
through (e) immediately above may be asserted or waived by
the Purchasers in whole or in part at any time and from time
to time prior to the Expiration Date. The purchasers will
not know whether the conditions set forth in subparagraphs
(e) and (f) immediately above have been satisfied until
after they have requested the Partnership to recognize the
assignment of tendered Units to the Purchasers. Therefore,
the condition contained in subparagraph (e) immediately
above may be asserted or waived by the Purchasers after the
Expiration Date. The condition contained in subparagraph (f)
immediately above is not within the control of the
Purchasers, cannot be known prior to the Expiration Date and
cannot be waived by the Purchasers. Accordingly, it may be
asserted by the Purchasers after the Expiration Date. In the
event that the Purchasers waive any material condition,
notice of such waiver will be given and the Offer will
remain open for a period of at least five business days
following the giving of notice of any such waiver. Any
determination by the Purchasers concerning whether any of
the conditions described in subparagraphs (a) through (e) of
the second paragraph under this heading or any of the
conditions described in subparagraphs (a) through (f) of the
third paragraph under this heading exists or has been
satisfied shall be final and binding on all parties.
Except as amended by this letter, the Offer to Purchase, including all schedules
and exhibits to the Offer to Purchase, remains unchanged.
If you have any questions or need assistance, please call the Purchasers at
888-414-8029.
This Offer expires (unless extended as described in the Offer to Purchase) at
12:00 midnight, Pacific Time, on December 15, 2002.
CMG PARTNERS, LLC
CMG VENTURES, LLC
CMG ACQUISITION FUND I, LLC
CMG ACQUISITION FUND II, LLC
CMG ACQUISITION FUND III, LLC
CMG SPECIAL FUND, LLC
[INSERTS FOR COMPLETION OF EACH LETTER]
Percentage of Units
Owned by General Partner Percentage of Outstanding
Subject Company and/or Affiliates Units Sought in Offer
- ------------------------------------------ ------------------------- --------------------------
PUBLIC STORAGE PROPERTIES, LTD., 31.4% 6%
a California Limited Partnership
PUBLIC STORAGE PROPERTIES IV, LTD., 66.2% 2.5%
a California Limited Partnership
PUBLIC STORAGE PROPERTIES V, LTD., 65.5% 2.7%
a California Limited Partnership
END OF FILING