EXHIBIT 99.5
------------
JMB INCOME PROPERTIES, LTD. -V
900 North Michigan Avenue
Chicago, Illinois 60611
(312) 915-1987
June 5, 2000
Dear Investors:
A group that includes affiliates of MacKenzie Patterson, Inc. has
amended its tender offer (the "Amended Offer") to purchase up to 15,402 of
the outstanding limited partnership interests (the "Interests"),
representing approximately 40% of the outstanding Interests, in JMB Income
Properties, Ltd.-V (the "Partnership") to increase the purchase price to
$115 per Interest and extend the period for the Amended Offer through
June 16, 2000.
The Board of Directors of JMB Realty Corporation ("JMB"), the
Managing General Partner of the Partnership, has formed a special committee
(the "Special Committee") consisting of certain Directors of JMB to
consider and respond to offers for Interests that may be received,
including the Amended Offer. THE SPECIAL COMMITTEE EXPRESSES NO OPINION
AND REMAINS NEUTRAL WITH RESPECT TO THE AMENDED OFFER FOR THOSE INVESTORS
WHO HAVE NO CURRENT OR ANTICIPATED NEED FOR LIQUIDITY WITH RESPECT TO THEIR
INTERESTS AND WHO ARE WILLING TO CONTINUE BEARING THE ECONOMIC RISK OF
RETAINING THEIR INTERESTS UNTIL THE LIQUIDATION AND TERMINATION OF THE
PARTNERSHIP. HOWEVER, THE SPECIAL COMMITTEE RECOMMENDS THAT ALL OTHER
INVESTORS ACCEPT THE AMENDED OFFER AND TENDER THEIR INTERESTS PURSUANT TO
THE AMENDED OFFER.
The Special Committee gave careful consideration to the factors
discussed in the Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") accompanying our letter dated May 16, 2000, as well
as the information contained in our letter dated May 22, 2000 (the "May 22
Letter"). The Special Committee urges you to read the Schedule 14D-9 and
the May 22 Letter carefully in making your decision with respect to
tendering your Interests in the Amended Offer.
As stated in the May 22 Letter, the Partnership's joint venture
received a non-binding offer (the "Non-Binding Offer") to purchase the 301
North Main Building and the Phillips Building, located in Winston-Salem,
North Carolina, which are the two remaining investment properties of the
Partnership owned through the joint venture. The Non-Binding Offer does
not obligate the maker thereof (the "Potential Buyer") to purchase the
properties and is conditioned upon, among other things, the Potential Buyer
being satisfied, in its sole discretion, with its due diligence
investigation of the buildings.
If the transaction contemplated by the Non-Binding Offer were to be
consummated on terms substantially identical to those set forth therein and
assuming the purchase price were paid in cash at closing, aggregate
distributions of cash to be made to Investors from net current assets and
sale proceeds through the liquidation of the Partnership could be as much
as $175 per Interest, assuming the Partnership and the joint venture do not
otherwise incur significant expenses or liabilities not currently
anticipated. However, insofar as such Non-Binding Offer is non-binding, is
subject to extended due diligence and other conditions and there have been
no negotiations regarding the Non-Binding Offer, THERE CAN BE NO ASSURANCE
THAT THE NON-BINDING OFFER WILL RESULT IN A BINDING AGREEMENT, OR, EVEN IF
A BINDING AGREEMENT IS REACHED, THAT THE TERMS OF ANY SUCH AGREEMENT WILL
NOT BE MATERIALLY DIFFERENT FROM THOSE CURRENTLY PROPOSED BY THE POTENTIAL
BUYER OR THAT ANY SALE OF THE BUILDINGS WILL BE CLOSED.
1
<PAGE>
The Partnership currently has, either directly or through the joint
venture, net current assets of approximately $83 per Interest, which amount
is net of (i.e., after deduction for) certain anticipated costs and
expenses of the Partnership and the joint venture, including estimated
operating and liquidation expenses of the Partnership (assuming liquidation
and termination of the Partnership no later than the end of 2001), and the
General Partners' participation in any distributable cash. IF THE JOINT
VENTURE IS UNABLE TO SELL THE BUILDINGS, INVESTORS WOULD RECEIVE NO MORE
THAN APPROXIMATELY $83 PER INTEREST IN DISTRIBUTIONS TO BE MADE BY THE
PARTNERSHIP, AND SUCH DISTRIBUTIONS COULD BE LESS THAN $83 PER INTEREST,
DEPENDING UPON, AMONG OTHER THINGS, THE ACTUAL EXPENSES AND LIABILITIES OF
THE PARTNERSHIP AND THE JOINT VENTURE AND THE TIMING OF THE LIQUIDATION AND
TERMINATION OF THE PARTNERSHIP AND THE JOINT VENTURE. A delay or inability
to dispose of either or both of the buildings to the lender after maturity
of the mortgage loan in November 2001 would likely result in increased
expenses of the Partnership and a reduction in the amount that could
otherwise be distributed to Investors. This could result in a reduction of
approximately $15 per Interest from the $83 per Interest of net current
assets, reducing the amount potentially distributable to Investors to $68
per Interest, if the Partnership were required to remain in existence
through 2002. Further reductions would likely occur if the Partnership
were required to remain in existence beyond 2002 or if the Partnership or
joint venture at any time incurs significant expenses or liabilities not
currently anticipated.
A sale of Interests pursuant to the Amended Offer will constitute a
taxable event for taxable Investors. You should consult with your personal
tax advisor and financial consultant prior to accepting the Amended Offer
and tendering your Interests. If you wish to retain your Interests and
have not already tendered them pursuant to the Amended Offer, you need not
take any action.
On behalf of the Special Committee.
Very truly yours,
JMB INCOME PROPERTIES, LTD.-V
By: JMB Realty Corporation
Managing General Partner
By: /s/ Judd D. Malkin
------------------------------
Judd D. Malkin, Chairman
2
