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EXHIBIT 99.(a)(1)(B)
OFFER TO SELL FOR CASH
UNITS REPRESENTING
LIMITED PARTNERSHIP INTERESTS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
FOR
$300 NET PER UNIT
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 4, 2001
BY
C3 CAPITAL, LLC
================================================================================
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON FRIDAY,
NOVEMBER 2, 2001 UNLESS THE OFFER IS EXTENDED.
================================================================================
The Exchange Agent for the Offer is:
P.H. HOLDINGS INC.
By Mail and Hand/Overnight Delivery: By Facsimile:
110 Newport Center Drive (949) 719-1165
Suite 200
Newport Beach, California 92660
DELIVERY OF THIS OFFER TO SELL LETTER TO A DIFFERENT ADDRESS THAN ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS INCLUDED IN THIS OFFER TO SELL LETTER SHOULD BE
READ CAREFULLY BEFORE THIS OFFER TO SELL LETTER IS COMPLETED.
This Offer to Sell Letter is to be completed by unitholders ("Unitholders") who
desire to tender Units (as defined below) pursuant to the Offer (as defined
below) pursuant to the procedures set forth in the Offer to Purchase (as defined
below) under Section 3 under the heading "Terms of the Offer; Expiration Date;
Proration."
C3 CAPITAL, LLC
359 SAN MIGUEL DRIVE
SUITE 300
NEWPORT BEACH, CA 92660
CALL TOLL FREE AT (866) 719-4093
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders and sells, and directs any custodian or
trustee to tender and sell, to C3 Capital, LLC, a California limited liability
company ("C3 Capital") the units representing limited partnership interests (the
"Units") of American Retirement Villas Properties III, L.P., a California
limited partnership (the "Partnership") described below. Such tender is pursuant
to C3 Capital's offer to purchase up to 10,000 Units at a price of $300 per
Unit, net to the seller in cash, without interest, less the amount of the
Distributions (as defined below) per Unit, if any, made by the Partnership from
the date of the Offer (as defined below) to the date on which C3 Capital
purchases the Units pursuant to the Offer, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 4, 2001, as it may
be supplemented or amended from time to time (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Offer to Sell Letter, as it may be
supplemented or amended from time to time (the "Offer to Sell Letter," which
together with the Offer to Purchase constitute the "Offer"). The undersigned
understands that C3 Capital reserves the right to transfer or assign, in whole
or in part, from time to time, the right to purchase Units tendered pursuant to
the Offer.
Subject to, and effective upon, acceptance for payment for the Units
tendered herewith in accordance with the terms and subject to the conditions of
the Offer, the undersigned hereby:
o sells, assigns and transfers to, and directs any custodian or trustee
to sell, assign and transfer to, or upon the order of, C3 Capital all
right, title and interest in and to all Units that are being tendered
hereby and any and all distributions, other Units, rights or other
securities issued or issuable in respect thereof (collectively,
"Distributions") on or after the date C3 Capital purchases the Units
pursuant to the Offer; and
o irrevocably constitutes and appoints, and directs any custodian or
trustee to constitute and appoint, P.H. Holdings Inc. (the "Exchange
Agent") the true and lawful agent and attorney-in-fact of the
undersigned with respect to the Units (and with respect to any
Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present the Units (and any Distributions) for
transfer on the books of the Partnership, (ii) deliver Units (and any
Distributions), together with all accompanying evidences of transfer
and authenticity, to or upon the order of C3 Capital, upon receipt by
the Exchange Agent, as the undersigned's agent, of the purchase price,
and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Units (and any Distributions), all in
accordance with the terms and subject to the conditions of the Offer;
provided, however, that if proration of tendered Units is required as
described in "Terms of the Offer; Expiration Date; Proration" of the
Offer to Purchase, this Offer to Sell Letter shall be effective to
transfer to C3 Capital only the number of the undersigned's Units as
is accepted for payment and thereby purchased by C3 Capital.
The undersigned hereby irrevocably appoints C3 Capital and its members, and
each of them or any other designee of C3 Capital, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to all Units tendered hereby and
accepted for payment by C3 Capital (and with respect to any Distributions). All
such proxies will be considered coupled with an interest in the Units tendered
herewith, are irrevocable and are granted in consideration of, and are effective
upon, the acceptance for payment of such Units by C3 Capital in accordance with
the terms of the Offer.
Upon the acceptance for payment, all prior powers of attorney and proxies
by the undersigned with respect to the Units and Distributions will be revoked,
without further action, and no subsequent powers of attorney and proxies may be
given. The designees of C3 Capital will, with respect to the Units for which the
appointment is effective, be empowered to exercise all voting and other rights
of the undersigned as they in their sole discretion may deem proper at any
meeting of the Partnership or any adjournment or postponement thereof.
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The undersigned hereby represents and warrants that the undersigned, or his
custodian or trustee, has full power and authority to tender, sell, assign and
transfer the Units tendered hereby and that when the same are accepted for
payment by C3 Capital, C3 Capital will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, claims and
encumbrances. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or C3 Capital to be necessary
or desirable to complete or confirm the sale, assignment and transfer of the
Units (and any Distributions). In addition, the undersigned will promptly remit
and transfer, and will direct any custodian or trustee to promptly remit and
transfer, to the Exchange Agent for the account of C3 Capital any and all
Distributions in respect to the Units tendered hereby, accompanied by
appropriate documentation of transfer; and, pending the remittance or
appropriate assurance thereof, C3 Capital will be entitled to all rights and
privileges as owner of any such Distributions, and may withhold the entire
purchase price or deduct from the purchase price of Units tendered hereby the
amount or value thereof, as determined by C3 Capital in its sole discretion.
All authority conferred or agreed to be conferred pursuant to this Offer to
Sell Letter will be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and will not be
affected by, and will survive, the death or incapacity of the undersigned.
The undersigned understands that C3 Capital's acceptance for payment of
Units tendered will constitute a binding agreement between the undersigned and
C3 Capital upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, C3 Capital may not be required to accept for payment any or all of
the Units tendered hereby. In such event, the undersigned understands that any
Offer to Sell Letter for Units not accepted for payment may be destroyed by the
Exchange Agent (in accordance with its customary practice). Except as stated in
the Offer to Purchase, this tender is irrevocable; provided, however, Units
tendered pursuant to the Offer may be withdrawn, in the manner set forth in the
Offer to Purchase, at any time prior to the Expiration Date.
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SIGN HERE TO TENDER YOUR UNITS
PLEASE BE SURE TO COMPLETE ALL ITEMS BELOW
By executing this document in the space provided below, the undersigned
Unitholder (or authorized person signing on behalf of the registered Unitholder)
hereby:
(i) evidences the Unitholder's agreement to and acceptance of all of
the terms, provisions and matters set forth in this Offer to Sell
Letter and in the Offer;
(ii) tenders the number of Units specified below pursuant to the terms
of the Offer;
(iii) certifies that the number shown below on this form as the
Unitholder's Taxpayer Identification Number is correct and
Unitholder is not subject to backup withholding either because
Unitholder has not been notified by the Internal Revenue Service
(the "IRS") that he is subject to backup withholding as a result of
a failure to report all interest or dividends, or the IRS has
notified Unitholder that Unitholder is no longer subject to backup
withholding; and
(iv) certifies, that the Unitholder, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not
an individual, is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Unitholder
understands that this certification may be disclosed to the IRS by
C3 Capital and that any false statements contained herein could be
punished by fine, imprisonment, or both.
The undersigned hereby acknowledges and certifies, under penalty of perjury, to
all of the foregoing and that the information and representations set forth
below and provided in this Offer to Sell Letter, as completed by the
undersigned, are true and correct as of the date hereof.
X Address:
---------------------------- -------------------------
X
---------------------------- -------------------------
Signature(s) of Unitholders
Phone Number:
-------------------
(Must be signed by registered Unitholder(s)
exactly as name(s) appear(s) on the
Partnership's records. If signature is by an Total Number of
officer of a corporation, attorney-in-fact, Units Owned:
agent, executor, administrator, trustee, ------------------
guardian or other person(s) acting in
fiduciary or representative capacity, please Total Number of
complete the line captioned "Capacity (Full Units Tendered:
Title)" and see Instruction 4.) -----------------
Date:
-------------------------------------- (See Instruction 3.)
<Table>
In addition to signing your name(s) above, GUARANTEE OF SIGNATURE(S)
PLEASE PRINT YOUR NAME(S) in the following (ALL SIGNATURES MUST BE MEDALLION SIGNATURE
space GUARANTEED--SEE INSTRUCTIONS 1 AND 4)
---------------------------------------
Authorized
Capacity (Full Title): Signature:
---------------------- ---------------------------------
Name:
--------------------------------------
Social Security or Taxpayer ID #: Date:
----------- --------------------------------------
Name of Firm:
Name of IRA Custodian or Trustee, ------------------------------
if applicable: Address:
-----------------------------------
-------------------------------------------- Area Code and Tel. No.:
---------------------
</Table>
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Unless your Units are held in an IRA or other
similar custodial account, all signatures on this Offer to Sell Letter must be
medallion guaranteed by a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. (each an "Eligible Institution"). The most convenient
place to get a medallion guaranty will be at your bank. Generally, banks require
that you have an open account and a valid ID to give a medallion guaranty. See
Instruction 4.
If the Units are registered in the name of a person other than the signer
of this Offer to Sell Letter, or if payment is to be made to a person other than
the registered owner, then this Offer to Sell Letter must be accompanied by duly
executed unit powers, signed exactly as the name or names of the registered
owner or owners appear on the transfer books of the Partnership. The signature
on the unit powers must be guaranteed by an Eligible Institution as provided
above. See Instruction 4.
2. REQUIREMENTS OF TENDER. This Offer to Sell Letter, properly completed
and duly executed, with all required medallion signature guarantees and any
other required documents must be received by the Exchange Agent at its address
set forth herein on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF THIS OFFER TO SELL LETTER AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
No alternative, conditional or contingent tenders will be accepted and no
fractional Units will be purchased except for fractional Units owned by a
Unitholder who is tendering all of its Units. All tendering Unitholders, by
execution of an Offer to Sell Letter waive any right to receive any notice of
the acceptance of their Units for payment.
3. PARTIAL TENDERS. If fewer than all the Units held by the Unitholder are
to be tendered hereby, fill in the number of Units which are to be tendered in
the box entitled "Total Number of Units Tendered" as appropriate; provided,
however, that if the Unitholder desires to transfer less than all of its Units
and (a) the Unitholder is an Individual Retirement Account, Keogh or other
qualified employee benefit plan (each a "Qualified Plan"), it must retain at
least 2 Units and (b) the Unitholder is not a Qualified Plan, it must retain at
least 5 Units.
4. SIGNATURES ON OFFER TO SELL LETTER AND ENDORSEMENTS. If this Offer to
Sell Letter is signed by the registered owner(s) of the Units tendered thereby,
the signature(s) must correspond with the name(s) as written on the transfer
books of the Partnership without any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners (including Units held as community property), all owners must sign
this Offer to Sell Letter.
If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Offer to Sell Letters as
there are different registrations.
If this Offer to Sell Letter is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and must provide proper evidence satisfactory to C3
Capital of their authority to act.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of a person other than the signer of this Offer to Sell Letter or if a
check is to be sent to someone other than the signer of this Offer to Sell
Letter or to address other than that shown above, the information pertaining to
the special payment and special delivery must be specified on a separate signed
and medallion signature guaranteed schedule and attached hereto.
6. TAXPAYER IDENTIFICATION NUMBER (SUBSTITUTE FORM W-9). Each tendering
Unitholder is required to provide the Exchange Agent with the Unitholder's
correct taxpayer identification number ("TIN"), generally, the Unitholder's
social security or federal employer identification number, above, and to certify
whether such person is subject to backup withholding of federal income tax.
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When determining the TIN to be furnished, please refer to the following as
a guide:
Individual Accounts - registered owner's social security number
Joint Accounts - social security number of registered owner whose name
appears first
Trust Accounts - TIN assigned to the Trust
IRA Custodial Accounts - TIN of the Custodian (not necessary to provide)
Custodial Accounts for the Benefit of Minors - social security number of
the minor
Corporations, Partnership or Other Business Entity - TIN assigned to the
entity
Failure to provide the information on the Unitholder's TIN may subject the
tendering Unitholder to 31% federal income tax backup withholding on the
payments made to the Unitholder or other payee.
If the tendering Unitholder has not been issued a TIN and has applied for a
TIN or intends to apply for a TIN in the near future, the Unitholder should
contact C3 Capital, toll free, at (866) 719-4093, and C3 Capital will provide
the Unitholder with the appropriate forms.
7. FIRPTA. If a tendering Unitholder, if an individual, is a nonresident
alien for purposes of U.S. income taxation, and if not an individual, is a
foreign corporation, foreign partnership, foreign trust or foreign estate as
those terms are defined in the Internal Revenue Code and the regulations
promulgated thereunder, the Unitholder is subject to FIRPTA withholding in an
amount equal to 10% of the purchase price for the Units purchased pursuant to
the Offer, plus the amount of any liabilities of the Partnership allocable to
such Units. Such a Unitholder should not use this Offer to Sell Letter. Instead,
such a Unitholder should contact C3 Capital, toll free, at (866) 719-4093, and
C3 Capital will provide the Unitholder with the appropriate forms.
8. DEFECTS. All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of an Offer to Sell Letter will be determined by
C3 Capital and the determinations will be final and binding. C3 Capital's
interpretation of the terms and conditions of the Offer (including these
instructions for the Offer to Sell Letter) will be final and binding. C3 Capital
will have the right to waive any defects or conditions as to the manner of
tendering. Any defects in connection with tenders, unless waived, must be cured
within such time as C3 Capital will determine. This Offer to Sell Letter will
not be valid until all defects have been cured or waived. Neither C3 Capital,
the Exchange Agent nor any other person is under any duty to give notification
of defects in an Offer to Sell Letter and will incur no liability for failure to
give notification.
IMPORTANT: THIS OFFER TO SELL LETTER, PROPERLY COMPLETED AND DULY EXECUTED,
TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS
MUST BE RECEIVED BY THE EXCHANGE AGENT, ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Unitholder whose tendered Units are
accepted for payment is required to provide the Exchange Agent (as payer) with
the Unitholder's correct TIN. If the Unitholder is an individual, his/her TIN is
his/her social security number. If the tendering Unitholder has not been issued
a TIN and has applied for a number or intends to apply for a number in the near
future, a Certificate of Awaiting Taxpayer Identification Number should be
completed. This Certificate can be obtained from C3 Capital by calling, toll
free, (866) 719-4093. If the correct TIN is not provided to the Exchange Agent,
a $50 penalty may be imposed on the Unitholder by the Internal Revenue Service.
In addition, payments that are made to the Unitholder may be subject to backup
withholding.
Certain Unitholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. Exempt Unitholders
should indicate their exempt status in place of their TIN. In order for a
foreign individual to qualify as an exempt recipient, the individual must submit
a statement, signed under penalties of perjury, attesting to the individual's
exempt status. Forms of such statements can be obtained from C3 Capital by
calling, toll free, (866) 719-4093.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Unitholder or other payee. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
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QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THE OFFER TO SELL LETTER AND THE OTHER TENDER OFFER MATERIALS MAY BE
DIRECTED TO:
C3 CAPITAL, LLC
359 SAN MIGUEL DRIVE
SUITE 300
NEWPORT BEACH, CALIFORNIA 92660
CALL TOLL FREE AT (866) 719-4093
The Exchange Agent for the Offer is:
P.H. HOLDINGS INC.
By Mail and Hand/Overnight Delivery: By Facsimile:
110 Newport Center Drive (949) 719-1165
Suite 200
Newport Beach, California 92660
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