Exhibit (a)(3)
September 19, 2007
TO: UNIT HOLDERS OF CONSOLIDATED CAPITAL GROWTH FUND
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 9,838 Units of
limited partnership interest (the "Units") in CONSOLIDATED CAPITAL GROWTH FUND
(the "Partnership") at a purchase price equal to:
$100 per Unit
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in CONSOLIDATED CAPITAL GROWTH FUND without the usual
transaction costs associated with market sales or partnership transfer fees.
Reasons you may wish to sell your Units include:
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. However, The Partnership
Agreement provides that the Partnership is to terminate on December
31, 2022 unless terminated prior to such date. Therefore, investors
may not see liquidity for some time.
o NO DISTRIBUTIONS SINCE 2003! The Partnership has paid no
distributions since 2003! The Partnership has stated that "Future
cash distributions will depend on the levels of cash generated from
operations, and the timing of the debt maturity, property sale
and/or refinancing. The Partnership's cash available for
distribution is reviewed on a monthly basis. In light of the amounts
accrued and payable to an affiliate of the General Partner at June
30, 2007, there can be no assurance that the Partnership will
generate sufficient funds from operations, after required capital
expenditures, to permit any distributions to its partners during
2007 or subsequent periods." (emphasis added).
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.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units, you
may avoid incurring fees for having this investment in your IRA or
retirement account. Because many custodians have transfer
restrictions against limited partnership units or charge additional
fees for holding this type of asset, many investors are faced with
the task of searching for a way to avoid these fees. Once our cash
payment is sent directly to your retirement account, you are free to
consolidate your retirement accounts or transfer the funds to a
custodian that offers lower fees.
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
If you have any questions or need assistance, please call the Depositary at
800-854-8357. This Offer expires (unless extended) October 31, 2007.