This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Units. Each Offer is being made solely by the Offer to Purchase dated
April 10, 2001 and the related Agreement of Transfer and Letter of Transmittal
and is not being made to, nor will tenders be accepted from or on behalf of, the
Unit Holders that reside in any jurisdiction in which making or accepting the
Offer would violate that jurisdiction's laws. In those jurisdictions where the
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Purchaser, if at all, only by one or
more registered brokers or dealers licensed under the laws of the applicable
jurisdiction.
Notice of Offer to Purchase
3,000 UNITS OF LIMITED PARTNERSHIP INTERESTS
in
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
by
MILLENIUM MANAGEMENT, LLC
for
$210 PER UNIT IN CASH
Millenium Management, LLC, a California limited liability company (the
"Purchaser"), is offering to purchase up to 3,000 units of limited partnership
interest ("Units") in National Real Estate Limited Partnership Income
Properties, a Wisconsin limited partnership (the "Partnership"), at a cash
purchase price of $210 per Unit, without interest, less the amount of the
Distributions (as defined in the Offer to Purchase) per Unit, if any, made to
the holders of Units ("Unit Holders") by the Partnership after April 9, 2001,
and less any transfer fees charged by the Partnership, which the Partnership
advised Purchaser are $50 per transfer (regardless of the number of Units
transferred), upon the terms and conditions set forth in the Offer to Purchase,
dated April 10, 2001, as it may be supplemented or amended (the "Offer to
Purchase") and in the related Agreement of Transfer and Letter of Transmittal,
as it may be supplemented or amended (the "Letter of Transmittal," and, together
with the Offer to Purchase, the "Offer"). The Offer is not subject to brokerage
commissions and is not conditioned upon financing.
THE OFFER, WITHDRAWAL RIGHTS AND PRO-RATION PERIOD WILL EXPIRE AT 5:00 P.M. LOS
ANGELES TIME ON MONDAY, MAY 9, 2001, UNLESS THE OFFER IS EXTENDED.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment pursuant to the Offer, and thereby purchased, validly tendered Units
if, as and when the Purchaser gives oral or written notice to the Partnership of
the Purchaser's acceptance of those Units for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Units
accepted for payment pursuant to the Offer will be made and transmitted directly
to the Unit Holders whose Units have been accepted for payment.
The Purchaser is making the Offer in order to acquire a substantial equity
interest in the Partnership in anticipation of an opportunity to acquire the
self-storage properties owned by the Partnership when they are marketed for sale
and does not currently intend to change current management or the operation of
the Partnership and, except as set forth in the Offer to Purchase and herein,
does not have current plans for any extraordinary transaction involving the
Partnership. The Purchaser does intend to exercise the voting power of the Units
acquired in order to approve a sale of the properties to Purchaser's affiliates,
if possible. There can be no assurances that any sale of any property will be
completed.
In all cases, payment for Units purchased pursuant to the Offer will be
made only after timely receipt by the Purchaser of: (i) a properly completed and
duly executed and acknowledged Letter of Transmittal, (ii) any other documents
required by the Letter of Transmittal, and (iii) written confirmation from the
Partnership of the transfer of the Units to the Purchaser. If more than the
Units being sought in the Offer are validly tendered and not withdrawn on or
prior to the Expiration Date (as defined herein), the Purchaser will, upon the
terms and subject to the conditions of the Offer, accept and pay for an
aggregate of the Units being sought in the Offer (or, if less, the maximum
number of Units that can be purchased without imposing limitations on future
resales), pro rata, with appropriate adjustments to avoid purchases of
fractional Units. Under no circumstance will interest on the purchase price for
Units be paid, regardless of any extension of the Offer or delay in making the
payment to Unit Holders.
As used herein, the term "Expiration Date" will mean the latest time and
date to which the Offer is extended by the Purchaser. Subject to the applicable
regulations of the Securities and Exchange Commission, the Purchaser expressly
reserves the right at any time to extend the period of time during which the
Offer is open for any reason, including the occurrence of any of the events
specified in the Offer to Purchase. Any extension will be followed by a press
release or public announcement made no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date.
Tenders of Units made pursuant to the Offer are irrevocable, except that
Units tendered pursuant to the Offer may be withdrawn at any time on or prior to
the Expiration Date and, unless already accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after July 8, 2001. For
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Purchaser at its address set forth on
the back cover of the Offer to Purchase. Any notice of withdrawal must specify
the name of the person(s) who tendered the Units to be withdrawn and must be
signed by the person(s) who signed the respective Letter of Transmittal in the
same manner as such Letter of Transmittal was signed. Any Units properly
withdrawn will be deemed not validly tendered for purposes of the Offer.
Withdrawn Units may be re-tendered at any time prior to the Expiration Date.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities and Exchange Act of 1934, as amended
(the "Act"), is contained in the Offer to Purchase and is incorporated herein by
reference.
The Purchaser has a list of Unit Holders. The Offer to Purchase and the
Letter of Transmittal and, if required, other relevant materials will be mailed
to registered owners of the Units and will be furnished to brokers, banks and
similar persons whose names, or whose nominees, appear on the list of Unit
Holders, or if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Units. The Purchaser may also make a request under Rule 14d-5 under the Act, for
a new list of the Unit Holders for the purpose of disseminating the Offer to the
respective Unit Holders. If made, upon compliance by the Partnership with the
request, the Offer materials will be mailed or furnished in the same manner as
described above to any Unit Holders on the new list that differ from Purchaser's
list.
Questions and requests for assistance may be directed to the Purchaser at
its address and telephone number set forth below. Copies of the Offer to
Purchase and the related Letter of Transmittal may be obtained from the
Purchaser, and will be furnished promptly at the Purchaser's expense. The
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person for soliciting tenders of Units pursuant to the Offer.
Information About the Offer is Available From:
Millenium Management, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, California 91101
Telephone: (800) 611-4613
April 10, 2001 Facsimile: (626) 585-5929