Exhibit (a)(7)
<PAGE>
June 16, 2000
TO: UNIT HOLDERS OF JMB INCOME PROPERTIES, LTD. - V
SUBJECT: OFFER TO PURCHASE UNITS by MP VALUE FUND 4, LLC; MP VALUE
FUND 5, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD
INSTITUTIONAL FUND, LTD.; MORAGA-DEWAAY FUND, LLC; MP
FALCON FUND, LLC; MORAGA GOLD, LLC; and PREVIOUSLY OWNED
MORTGAGE PARTNERSHIPS INCOME FUND, L.P.(collectively the
"Purchasers")
Dear Unit Holder:
You should recently have received our Offer to Purchase and related
Letter of Transmittal(the "Offer"), by which we are offering to purchase up to
15,402 Units of limited partnership interest (the "Units") in JMB INCOME
PROPERTIES, LTD. - V, an Illinois limited partnership(the "Partnership").
Our Offer was originally priced at $80 per Unit, but was increased to
$115 per Unit after the General Partner announced an offer to purchase the
Partnership's property, based in part on the General Partner's estimate of
potential distributions of proceeds to Unit holders. We regret that, due to the
recent announcement by the General Partner (in a press release dated June 14,
2000) that the recent offer to purchase the Partnership's property had been
quickly withdrawn, we are no longer able to offer $115 per Unit. Without a sale
of the property at the proposed contracted price, even the General Partner's
estimate of value is less than $90 per Unit. Therefore, we are hereby extending
the Expiration Date of our Offer to June 30, 2000 and reducing our purchase
price to:
$90 per Unit
less the amount of any distributions declared or made with respect to the Units
between May 3, 2000 and June 130, 2000, or such other date to which this Offer
may be further extended.
Our revised offer is 12.5% higher than our original price, in spite of
this negative development. In its letter to Unit holders regarding our Offer,
the General Partner stated that, if the property were not sold on the terms of
the withdrawn offer:
"...the amount potentially distributable to Investors (could be
reduced) to $68 per Interest, if the Partnership were required to
remain in existence through 2002."
The General Partner went on to say that the amount could be further reduced if
the partnership remains in existence beyond 2002 or experiences unexpected
expenses. Our price is 32% more than the General Partner has estimated the final
distribution to limited partners will be unless the property is sold and
produces proceeds in excess of estimated amounts. In its letter to Unit holders,
the General Partner's Special Committee stated:
The Special Committee expresses no opinion and remains neutral
with respect to the 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
<PAGE>
and termination of the partnership. HOWEVER, THE SPECIAL COMMITTEE
RECOMMENDS THAT ALL OTHER INVESTORS ACCEPT THE OFFER AND TENDER
THEIR INTERESTS PURSUANT TO THE OFFER. (Emphasis added.)
We are now offering 12.5% more than the price upon which that recommendation
was made!
Those who sell their Units to the Purchasers will have no further tax
filing requirements with respect to the Partnership after filing their returns
for the year 2000.
After carefully reading the entire Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
yellow form) and Change of Address forms, and any other documents required by
the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Facsimile: (925) 376-7983
E-Mail Address: [email protected]
If you are concerned about our receipt of your documents prior to the
expiration date of the Offer, you may fax us a copy of the Letter of Transmittal
and send the original by mail.
If you have already tendered Units by submitting a Letter of
Transmittal (the green form), there is no need to submit a new transmittal form.
All selling Unit holders will receive the highest price offered by the
Purchasers to any Unit holders as of the Expiration Date, regardless of the date
of tender or the form used.
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) June 30, 2000.
