Millenium Management
155 N. Lake Ave., #1000
Pasadena, CA 91101
Phone: 626-585-5920
Fax: 626-585-5929
June 19, 2003
TO HOLDERS OF UNITS OF
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Re: Offer to Purchase Units for $9,200 Per Unit
Dear Unit Holder:
This letter and enclosure supplements the Offer to Purchase dated June 3,
2003 and replaces the Agreement of Transfer and Letter of Transmittal that we
sent to you previously. We wish to respond to questions raised by limited
partners who have contacted us regarding our Offer, and to clarify statements
made in the letter dated June 16, 2003 from the General Partner and in the
amended preliminary consent solicitation statement filed June 16, 2003 by the
General Partner (the "Amended Preliminary Solicitation").
o YOU CAN NOW BE SURE TO AVOID PRORATION. We have provided a box on the
enclosed Agreement by which you can indicate that you do not want to
sell any of your Units if proration will be required. If you have
already sent in an Agreement, and would like to check the box, you
must send in the enclosed new Agreement.*
o CURRENTLY, THERE IS NO ALTERNATIVE TRANSACTION UNDER CONTRACT THAT
WOULD GIVE YOU MORE FOR YOUR UNITS. There is no proposal currently
being made by the General Partner, despite the references in the
General Partner's letter concerning the "Proxy Materials" and the
General Partner's confusing request that you return a consent form.
o $9,200 per Unit is $200 per Unit more than the Minimum Price for which
approval may be sought in the Amended Preliminary Solicitation, and it
is AN ACTUAL CASH OFFER, not speculation on what may or may not happen
many months from now.
o The possible distribution of $1,325 by the Partnership in 2003, if
made, reduces the theoretical liquidating distribution amounts
discussed in the Amended Preliminary Solicitation, and would NOT be in
addition to such amounts. Therefore, the Offer price is directly
comparable to the amounts discussed in the Amended Preliminary
Solicitation; i.e., you are comparing "apples to apples." We wished to
clarify this point because, although it is clear in the Amended
Preliminary Solicitation, we believe it was not made adequately clear
in the General Partner's June 16 letter.
o Nobody has committed to purchase the Partnership's Property for any
price. The Amended Preliminary Solicitation, if finalized and sent to
limited partners, MAY ask you to authorize the sale of the
Partnership's properties to any unspecified party if it would result
in a distribution of cash to the limited partners of at least $9,000
per Unit. The General Partner estimates that, depending on the outcome
of due diligence to be performed by two prospective purchasers and
other factors that may affect the property, a sale of the properties
pursuant to their non-binding offers would result in a distribution of
from $9,200 to $13,000 per Unit, although the $13,000 amount seems
very unlikely based on the General Partner's comments in the Amended
Preliminary Solicitation that it expects the prospective purchasers to
reduce their offers.
o CASH TODAY VERSUS ??? We believe it is highly uncertain if and when a
liquidating distribution from the Partnership may occur; and highly
uncertain if it would be any more than the $9,200 Millenium is
offering now: (1) it is uncertain if any liquidation proposal will
actually be made to the limited partners, and if made, whether or not
it would be approved by the limited partners; (2) it is uncertain what
the terms of any such proposal would be, if made (note that the
Amended Preliminary Solicitation differs significantly from the
original Preliminary Solicitation); (3) it is uncertain if and when a
transaction would occur even if a proposal were made to and approved
by the limited partners, since the General Partner has not indicated
that it would approve a sale if the limited partners authorized it,
and the General Partner has stated that it does not want to sell the
Property for the amounts in the non-binding offers; and (4) it is
uncertain what distribution would result from such a transaction. The
Amended Preliminary Solicitation, if finalized and sent in the same
form, would request advance approval of any transaction yielding
anything over $9,000 per Unit at any time before the end of 2003 (with
a possibility of extension to close a pending transaction).
o The Amended Preliminary Solicitation also states that if the
Partnership elects at some point to sell the Property, the Operating
General Partner would have an option effectively to acquire all of the
Partnership's assets at a price that gives the Partnership the same
amount as the sale of Property would. There is no indication whether
or not the Operating General Partner would exercise this option and,
if so, how much time the Operating General Partner would have to close
the transaction.
We urge you to read the Offer to Purchase completely and to return the
enclosed Agreement of Transfer and Letter of Transmittal promptly (green form)
in the envelope provided.
The Offer has been extended and is now scheduled to expire on July 8, 2003.
For answers to any questions you might have regarding these materials or our
Offer, or assistance in the procedures for accepting our Offer and tendering
your Units, please contact us at (800) 611-4613 (toll free).
Very truly yours,
MILLENIUM MANAGEMENT, LLC
* The Offer to Purchase has been amended to replace the fourth paragraph of
"Details of the Offer - 1. Terms of the Offer; Expiration Date; Proration" with:
`UnitHolders may indicate, by checking a box on the Letter of Transmittal
(the "All or None Box"), that they only wish to sell their Units if they
will be able to sell all of their Units, without any proration. If on the
Expiration Date more than 80 Units have been Properly Tendered, unless the
Purchaser amends the Offer to increase the number of Units to be purchased,
the Purchaser will not accept for payment any Units from Unit Holders that
checked the All or None Box. If more than 80 Units have been Properly
Tendered without checking the All or None Box, then the above description
of proration will apply only to tenders of such Units that do not have the
All or None Box checked.'