Exhibit (a)(2)
LETTER OF TRANSMITTAL
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date. Delivery of this Letter of
Transmittal or any other required documents to an address other than as set
forth above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering Unit holder. Please use
the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is
to be completed by holders of Units of limited partnership interest in DREXEL
BURNHAM LAMBERT REAL ESTATE ASSOCIATES II (the "Partnership"), pursuant to the
procedures set forth in the Offer to Purchase (as defined below). Capitalized
terms used herein and not defined herein have the same meanings as in the Offer
to Purchase.
11094 THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL
Name: ______________________________ EXPIRE AT 11:59 P.M., PACIFIC TIME, ON AUGUST 30, 2007 (THE
"EXPIRATION DATE") UNLESS EXTENDED.
Address: ___________________________ Deliver to: MacKenzie Patterson Fuller, LP
1640 School Street
City, State, ZIP: __________________ Moraga, California 94556
For Assistance: (800) 854-8357
Units Owned: _______________________ Facsimile: (925) 631-9119
E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS IN THE
BOX TO THE LEFT)
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to MPF-NY 2007, LLC; MPF Badger Acquisition Co.,
LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Fund 4, LLC; MPF DeWaay Premier Fund
4, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 6, LLC;
MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Premier Fund, LLC; MP
Falcon Fund, LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay Fund 6, LLC; MPF
Flagship Fund 9, LLC (collectively the "Purchasers") all of the Units of limited
partnership interest ("Units") in the Partnership held by the undersigned as set
forth above (or, if less than all such Units, the number set forth below in the
signature box), at a purchase price equal to $290 per Unit, less the amount of
any distributions made or declared with respect to the Units between July 26,
2007 and the Expiration Date, and upon the other terms and subject to the
conditions set forth in the Offer to Purchase, dated July 26, 2007 (the "Offer
to Purchase") and in this Letter of Transmittal, as each may be supplemented or
amended from time to time (which together constitute the "Offer"). Receipt of
the Offer to Purchase is hereby acknowledged. The undersigned recognizes that,
if more than 7,454 Units are validly tendered prior to or on the Expiration Date
and not properly withdrawn, the Purchasers will, upon the terms of the Offer,
accept for payment from among those Units tendered prior to or on the Expiration
Date 7,454 Units on a pro rata basis, with adjustments to avoid purchases of
certain fractional Units, based upon the number of Units validly tendered prior
to the Expiration Date and not withdrawn.Subject to and effective upon
acceptance for payment of any of the Units tendered hereby, the undersigned
sells, assigns, and transfers to, Purchasers all right, title, and interest in
and to such Units which are purchased pursuant to the Offer. The undersigned
hereby irrevocably constitutes and appoints the Purchasers as the true and
lawful agent and attorney-in-fact and proxy of the undersigned with respect to
such Units, with full power of substitution (such power of attorney and proxy
being deemed to be an irrevocable power and proxy coupled with an interest), to
deliver such Units and transfer ownership of such Units, on the books of the
Partnership, together with all accompanying evidences of transfer and
authenticity, to the Purchasers and, upon acceptance of the tender of such Units
by the Purchasers, to exercise all voting rights and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units all in
accordance with the terms of the Offer. Upon the purchase of any Units tendered
hereby, the undersigned hereby requests that each of the Purchasers be admitted
to the Partnership as a "substitute Limited Partner" under the terms of the
Partnership Agreement of the Partnership. Upon the purchase of Units pursuant to
the Offer, all prior proxies and consents given by the undersigned with respect
to such Units will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective). In addition, by executing this
Letter of Transmittal, the undersigned assigns to the Purchasers all of the
undersigned's rights to receive distributions from the Partnership with respect
to Units which are purchased pursuant to the Offer, other than distributions
declared or paid through the Expiration Date and to change the address of record
for such distributions on the books of the Partnership. Upon request, the Seller
will execute and deliver, and irrevocably directs any custodian to execute and
deliver, any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer, and purchase of such Units.
The undersigned hereby represents and warrants that the undersigned owns the
Units tendered hereby and has full power and authority to validly tender, sell,
assign, and transfer the Units tendered hereby, and that when any such Units are
purchased by the Purchasers, the Purchasers will acquire good, marketable, and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements, or other obligations relating to the
sale or transfer thereof, and such Units will not be subject to any adverse
claim. Upon request, the undersigned will execute and deliver any additional
documents deemed by the Purchasers to be necessary or desirable to complete the
assignment, transfer, and purchase of Units tendered hereby. The undersigned
understands that a tender of Units to the Purchasers will constitute a binding
agreement between the undersigned and the Purchasers upon the terms and subject
to the conditions of the Offer. The undersigned recognizes the right of the
Purchasers to effect a change of distribution address to MacKenzie Patterson
Fuller, LP at 1640 School Street, Moraga, California, 94556. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchasers may not be required to accept for payment any of the Units
tendered hereby. In such event, the undersigned understands that any Letter of
Transmittal for Units not accepted for payment will be destroyed by the
Purchasers. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
Arbitration Agreement: The Purchaser and the undersigned agree that any dispute,
claim, or controversy arising out of a purchase of Units shall be resolved by
submission to binding arbitration in Oakland, California before a retired judge,
and all parties agree to be subject to jurisdiction in California. If one party
suggests arbitrators, and the other party fails to respond within 20 days of
notice by the proposing party, the proposing party may select the arbitrator
from among its suggested arbitrators. If the parties are unable to agree on an
arbitrator, the parties shall select an arbitrator pursuant to the rules of
JAMS. The arbitrator selected must follow applicable Federal securities laws and
California law and the rules of JAMS consistent herewith. The arbitrator must
render a decision in writing, explaining the legal and factual basis for
decision as to each of the principal controverted issues. The arbitrator's
decision will be final and binding upon the parties. A judgment upon any award
may be entered in a court of competent jurisdiction. Each party shall be
responsible for advancing one-half of the costs of arbitration; provided that
the prevailing party shall be entitled to recover expenses including but not
limited to attorney fees, arbitrator fees, and filing fees. Neither party is
waiving any rights under the federal securities laws, rules, or regulations. All
matters relating to this arbitration shall be governed by the Federal
Arbitration Act (9 U.S.C. Sections 1 et seq.).
- ------------------------------------------------------------------------------------------------------------------------------------
BOX A -- Medallion Signature Guarantee--PLEASE DO NOT X____________________________________________________________
USE FOR ANY OTHER PURPOSE (MPF WILL OBTAIN FOR YOU) (Signature of Owner) Date
X____________________________________________________________
(Signature of Owner) Date
Taxpayer I.D. or Social # _________________________________
Telephone No. (day) _________________________________
(eve.) _________________________________
_________ Units |_| SELL ALL OR NONE (check this box if you wish to sell
your Units ONLY if ALL your Units will be purchased).
- ------------------------------------------------------------------------------------------------------------------------------------
Please sign exactly as your name is printed (or corrected) above, and insert your Taxpayer Identification Number or Social Security
Number in the space provided. For joint owners, each joint owner must sign. (See Instruction 1). The signatory hereto hereby
certifies under penalties of perjury the statements in Box B, Box C and, if applicable, Box D. If the Owner is tendering less than
all Units held, the number of Units tendered is set forth above. Otherwise, all Units held by the undersigned are tendered hereby.
- ------------------------------------------------------------------------------------------------------------------------------------
================================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
===============================================================================
The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of this Letter of
Transmittal is the correct TIN of the Unit holder, or if this box |_| is
checked, the Unit holder has applied for a TIN. If the Unit holder has applied
for a TIN, a TIN has not been issued to the Unit holder, and either: (a) the
Unit holder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the Unit
holder intends to mail or deliver an application in the near future (it being
understood that if the Unit holder does not provide a TIN to the Purchasers
within sixty (60) days, 31% of all reportable payments made to the Unit holder
thereafter will be withheld until a TIN is provided to the Purchasers); and
(ii) Unless this box |_| is checked, the Unit holder is not subject to
backup withholding either because the Unit holder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unit holder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unit holder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the Unit
holder is not subject to backup withholding.
================================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
================================================================================
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchasers that no withholding is
required with respect to the Unit holder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
(i) Unless this box |_| is checked, the Unit holder, if an individual, is
a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign estate, or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Unit holder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
================================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
================================================================================
By checking this box |_|, the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unit holder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unit holder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate, or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker
or barter exchange.
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units a Unit holder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Unit holder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Unit holder of the Units, a
Medallion signature guarantee on this Letter of Transmittal will be obtained for
you by MPF. If Units are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association, or trust company having an office, branch or
agency in the United States (each an "Eligible Institution"), a Medallion
signature guarantee is also required. In all other cases, signatures on this
Letter of Transmittal must be Medallion guaranteed by an eligible institution,
by completing the signature guarantee set forth in BOX A of this Letter of
Transmittal, but MPF will do this for you. If any tendered Units are registered
in the names of two or more joint holders, all such holders must sign this
Letter of Transmittal. If this Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of corporations, or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing and must submit proper evidence satisfactory to the
Purchasers of their authority to so act. For Units to be validly tendered, a
properly completed and duly executed Letter of Transmittal, together with any
required signature guarantees in BOX A, and any other documents required by this
Letter of Transmittal, must be received by the Depositary prior to or on the
Expiration Date at its address or facsimile number set forth on the front of
this Letter of Transmittal. No alternative, conditional or contingent tenders
will be accepted. All tendering Unit holders by execution of this Letter of
Transmittal waive any right to receive any notice of the acceptance of their
tender.
2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to the
Offer.
3. U.S. Persons. A Unit holder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust, or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unit holder must provide to the Purchasers the
Unit holder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and certify,
under penalties of perjury, that such Unit holder is not subject to such
backup withholding. The TIN that must be provided is that of the
registered Unit holder indicated on the front of this Letter of
Transmittal. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service ("IRS"), in addition to the Unit holder being
subject to backup withholding. Certain Unit holders (including, among
others, all corporations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax pursuant
to Section 1445 of the Internal Revenue Code, each Unit holder who or
which is a United States Person (as defined Instruction 3 above) must
certify, under penalties of perjury, the Unit holder's TIN and address,
and that the Unit holder is not a foreign person. Tax withheld under
Section 1445 of the Internal Revenue Code is not an additional tax. If
withholding results in an overpayment of tax, a refund may be obtained
from the IRS.
4. Foreign Persons. In order for a Unit holder who is a foreign person (i.e.,
not a United States Person as defined in 3 above) to qualify as exempt from 31%
backup withholding, such foreign Unit holder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal attesting to that
foreign person's status by checking the box preceding such statement. However,
such person will be subject to withholding of tax under Section 1445 of the
Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Purchasers by calling 800-854-8357.