Exhibit (a)(5)
June 11, 2007
TO: UNIT HOLDERS OF SHELTER PROPERTIES V LIMITED PARTNERSHIP
SUBJECT: INCREASED OFFER TO PURCHASE UNITS
Dear Unit Holder:
We are amending the Offer to Purchase and related Letters of Transmittal sent to
you on May 25, 2007, (the "Offer"), which was made by the Purchasers identified
in the Offer. The Purchasers are offering to purchase up to 181,811 Units of
limited partnership interest (the "Units") in Shelter Properties V Limited
Partnership (the "Partnership") at the increased Offer Price of:
$70 per Unit
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment without the usual transaction costs associated with market
sales or partnership transfer fees. Reasons you may wish to sell your Units
include:
o HIGHEST OFFER PRICE YET. This offer is 16% HIGHER than what an
affiliate of the General Partner is currently offering, as amended.
Withdraw your Units from AIMCO and tender them to us!
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with
the opportunity to receive a guaranteed amount of money in a
specified time period. The general partner has given no indication
when the partnership will be liquidating. The Partnership term
extends through 2023!
o NO MORE DISTRIBUTIONS ASSURED. The Partnership has stated that
"There can be no assurance, however, that the Partnership will
generate sufficient funds from operations, after required capital
improvement expenditures, to permit any distributions to its
partners in 2007 or subsequent periods."
o ILLIQUIDITY OF UNITS. The relative illiquidity of the Units
resulting from the absence of a formal trading market makes the
Units difficult to sell.
o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell
your Units will be the final year for which you will be obligated to
file a K-1 for the Partnership with your tax return. This may
represent a reduction in costs associated with filing complicated
tax returns. Your decision to sell may have other favorable or
unfavorable tax consequences and potential sellers should consult
their individual tax advisers.
The Expiration Date is June 25, 2007. You can view the amended Offer materials
at www.mpfi.com (Click on MPF Tenders). If you already completed and sent a
Letter of Transmittal to the Depositary, you need not send another, you will
automatically receive the higher price.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on pink paper) and change of address forms, and any other documents required by
the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, LP
1640 School Street
Moraga, California 94556 Facsimile: (925) 631-9119
We've enclosed a Notice of Withdrawal that you can fax or deliver to the agent
for AIMCO Properties, LP if you already tendered your Units to AIMCO and you
wish to receive more money! The AIMCO Offer expires on June 15, 2007 (unless
further extended), so its depository, The Altman Group, must receive your Notice
of Withdrawal by midnight Eastern Time on that date for you to withdraw from
that offer. You must also deliver to us an executed copy of our Letter of
Transmittal to accept our Offer. If you have any questions or need assistance,
please call the Depositary at 800-854-8357.