<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 6 (FINAL AMENDMENT) TO
SCHEDULE 13E-3
----------------------
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(A) OF THE SECURITIES EXCHANGE ACT OF 1934)
----------------------
LA QUINTA MOTOR INNS LIMITED PARTNERSHIP
(NAME OF ISSUER)
----------------------
LA QUINTA INNS, INC.
LQI ACQUISITION CORPORATION
LQI MERGER CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST, AS 504196106
REPRESENTED BY DEPOSITARY RECEIPTS (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
JOHN F. SCHMUTZ, ESQ.
LA QUINTA INNS, INC.
LQI ACQUISITION CORPORATION
LQI MERGER CORPORATION
112 EAST PECAN STREET
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299
(210) 302-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
----------------------
COPIES TO:
EDWARD SONNENSCHEIN, JR., ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CA 90071-2007
(213) 485-1234
----------------------
THIS STATEMENT FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. /X/ None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: / /
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<PAGE>
INTRODUCTION
La Quinta Inns, Inc., a Texas corporation (the "Parent"), LQI Acquisition
Corporation, a Delaware corporation (the "Purchaser"), and LQI Merger
Corporation, a Delaware corporation ("Merger Sub"), hereby amend and supplement
their Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"),
originally filed with the Securities and Exchange Commission on November 1,
1993, as previously amended, with respect to the Parent's acquisition of all
outstanding units of limited partnership interest (the "Units") in La Quinta
Motor Inns Limited Partnership, a Delaware limited partnership (the
"Partnership"). Pursuant to Rule 13e-3(d)(3), this is the final amendment to
the Schedule 13E-3.
The first step in the acquisition was the offer by the Purchaser to
purchase all of the outstanding Units in the Partnership at price of $13.00 net
per Unit in cash, without interest (the "Offer"). The second step in the
acquisition was the merger of Merger Sub with and into the Partnership (which
occurred on January 25, 1994) (the "Merger"). Terms not defined herein have the
meanings set forth in the Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto is incorporated herein by reference as additional information.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto is incorporated herein by reference as additional information.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Item 6 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
Merger Sub, a wholly owned subsidiary of the Parent, obtained the
funds necessary to pay the Merger Consideration to former Unitholders through a
capital contribution by the Parent. In order to make such a capital
contribution to Merger Sub, the Parent borrowed approximately $9.3 million under
an existing line of credit with NationsBank of Texas, N.A.
ITEM 10. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 10 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto are incorporated herein by reference as additional information.
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
(d)(13) Text of Press Release, dated January 24, 1994.
(d)(14) Letter to former unitholders of the Partnership, dated
January 25, 1994.
(d)(15) Letter of Transmittal.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 24, 1994
LA QUINTA INNS, INC.
By: /s/ William C. Hammett, Jr.
------------------------------
Name: William C. Hammett, Jr.
Title: Senior Vice President-
Accounting & Administration
<PAGE>
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 24, 1994
LQI ACQUISITION CORPORATION
By: /s/ Kenneth J. Bednar
------------------------------
Name: Kenneth J. Bednar
Title: Vice President and Secretary
<PAGE>
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 24, 1994
LQI MERGER CORPORATION
By: /s/ Kenneth J. Bednar
------------------------------
Name: Kenneth J. Bednar
Title: Vice President and Secretary
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
PAGE
(d)(13) Text of Press Release, dated January 24, 1994.
(d)(14) Letter to former unitholders of the Partnership,
dated January 25, 1994.
(d)(15) Letter of Transmittal.
<PAGE>
FOR IMMEDIATE RELEASE
<TABLE>
<S> <C> <C>
INVESTOR
CONTACT: RELATIONS
(210) 302-6030
</TABLE>
LA QUINTA MOTOR INNS LIMITED PARTNERSHIP ANNOUNCES
UNITHOLDER APPROVAL OF MERGER
San Antonio, Texas (January 24, 1994) . . . La Quinta Motor Inns Limited
Partnership (the "Partnership") (NYSE:LQP) today announced that its unitholders
have approved the merger of the Partnership with LQI Merger Corporation, a
corporation formed at the direction La Quinta Inns, Inc. ("La Quinta")
(NYSE:LQI). Approximately 87% of the units of limited partnership interest in
the Partnership that were outstanding and entitled to vote at a special meeting
of unitholders held today (including all 82% of the units beneficially owned by
La Quinta) were voted in favor of the merger.
The merger will be completed tomorrow upon the filing of a certificate of
merger with the Delaware Secretary of State. The payment of the merger
consideration of $13.00 net in cash per unit, without interest, will occur as
promptly as practicable through The First National Bank of Boston, the
Partnership's exchange agent for the merger.
The Partnership owns 31 inns in 15 states all of which are managed by La
Quinta. La Quinta owns and/or operates more than 220 limited service inns in 29
states.
<PAGE>
LAQUINTA INNS, INC.
112 E. PECAN ST.
P.O. BOX 2636
SAN ANTONIO, TX 78299-2636
(210) 302-6000
January 25, 1994
To the Former Unitholders of La Quinta Motor Inns Limited Partnership:
We are pleased to advise you that La Quinta Inns, Inc. (the "Parent") has
completed its acquisition (the "Merger") of La Quinta Motor Inns Limited
Partnership (the "Partnership"). The Merger, which became effective on January
25, 1994 (the "Effective Time") upon the filing of a Certificate of Merger with
the Secretary of State of Delaware pursuant to Section 17-211 of the Delaware
Revised Uniform Limited Partnership Act, is described in the Proxy Statement
that was sent to you on December 22, 1993.
The Merger was consummated pursuant to the Partnership Acquisition
Agreement, dated as of October 27, 1993, by and among the Partnership, the
Parent and three wholly-owned subsidiaries of the Parent, and was approved and
adopted by the Partnership's unitholders at a special meeting held on January
25, 1994. In the Merger, (i) at the Effective Time a wholly-owned subsidiary of
the Parent was merged with and into the Partnership, with the Partnership as the
surviving entity, (ii) each unit of limited partnership interest of the
Partnership outstanding immediately prior to the Effective Time (other than
units held by the Parent or its subsidiaries) was converted into the right to
receive $13.00 net in cash, without interest (the "Merger Consideration"), and
(iii) at the Effective Time each such unit was cancelled and ceased to be
outstanding.
As indicated in the enclosed Letter of Transmittal, The First National Bank
of Boston has been designated the Exchange Agent in connection with the Merger.
The Merger Consideration will be paid through the Exchange Agent promptly after
proper completion and submission to the Exchange Agent of the enclosed Letter of
Transmittal along with your certificates for depositary receipts formerly
representing units of the Partnership. Please do not send your certificates or
the Letter of Transmittal to the Partnership or to the Parent. The enclosed
Letter of Transmittal (or a copy thereof) must accompany your certificates when
they are sent to the Exchange Agent, as set forth in the enclosed Letter of
Transmittal.
We urge you to deliver your certificates to the Exchange Agent as soon as
possible. Please follow the instructions in the enclosed Letter of Transmittal
(front and back) and submit the completed Letter of Transmittal with your
certificates to the Exchange Agent (mail or hand delivery). You will not receive
your Merger Consideration until your certificates have been properly
surrendered.
Very truly yours,
LA QUINTA INNS, INC.
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES FOR DEPOSITARY UNITS
FORMERLY REPRESENTING LIMITED PARTNERSHIP INTERESTS
OF
LA QUINTA MOTOR INNS LIMITED PARTNERSHIP
CANCELLED AND SURRENDERED IN THE
MERGER WITH A WHOLLY OWNED SUBSIDIARY
OF
LA QUINTA INNS, INC.
This Letter of Transmittal is to be completed, signed and mailed or
delivered with certificates (the "Certificate(s)") for depositary receipts for
units ("Units") formerly representing limited partnership interests of La Quinta
Motor Inns Limited Partnership, a Delaware limited partnership (the
"Partnership"), which are to be exchanged for a cash payment of $13.00 per Unit,
without interest (the "Merger Consideration"), as provided in the Partnership
Acquisition Agreement (the "Merger Agreement"), dated as of October 27, 1993,
among the Partnership, La Quinta Realty Corp., a Texas corporation (the "General
Partner"), La Quinta Inns, Inc., a Texas corporation (the "Parent"), LQI
Acquisition Corporation, a Delaware corporation (the "Purchaser"), and LQI
Merger Corporation, a Delaware corporation and a wholly owned subsidiary of the
Parent ("Merger Sub").
THE EXCHANGE AGENT FOR THE MERGER IS:
THE FIRST NATIONAL BANK OF BOSTON
TELEPHONE: (617) 575-2700
<TABLE>
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BY MAIL: BY OVERNIGHT COURIER:
The First National Bank of Boston The First National Bank of Boston
Shareholder Services Division Shareholder Services Division
P.O. Box 1889 Mail Stop 45-01-19
Mail Stop 45-01-19 150 Royall Street
Boston, Massachusetts 02105 Canton, Massachusetts 02021
</TABLE>
BY HAND:
BancBoston Trust Company
of New York
55 Broadway, Third Floor
New York, New York
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ CAREFULLY THE INSTRUCTIONS BELOW. DO NOT SEND THIS LETTER OF
TRANSMITTAL OR CERTIFICATES TO LA QUINTA MOTOR INNS LIMITED PARTNERSHIP OR TO LA
QUINTA INNS, INC.
To: The First National Bank of Boston
The undersigned has been advised that unitholders of the Partnership holding
at least a majority of the Units of the Partnership outstanding have approved
and adopted the Merger Agreement pursuant to which Merger Sub was merged with
and into the Partnership (the "Merger"). Pursuant to the Merger Agreement, the
Merger was consummated and the effective time of the Merger occurred on January
25, 1994 (the "Effective Time").
Pursuant to the Merger Agreement, the undersigned herewith surrenders the
Certificate(s) described below formerly representing Units of the Partnership
accompanied by this executed Letter of Transmittal and any other document
required by this Letter of Transmittal. Delivery of the enclosed Certificate(s)
shall be effected, and risk of loss and title to such Certificate(s) shall pass,
only upon valid delivery thereof to you at one of the addresses given above.
You, as the Exchange Agent, are hereby requested to deliver, as set forth
below and in accordance with the Merger Agreement, cash in the amount of the
Merger Consideration (without interest) to be received on account of the Units
(i) formerly represented by the Certificate(s) submitted herewith and (ii) held
by the undersigned and formerly represented by lost, stolen or destroyed
Certificate(s), and to take all necessary action to effect such delivery. No
such Merger Consideration shall be delivered by you, as the Exchange Agent,
until all Certificate(s) held by the undersigned shall have been validly
delivered to you at one of the addresses given above and the undersigned shall
have complied with Instruction 7 with respect to any lost, stolen or destroyed
Certificate(s). Upon satisfaction of such requirements, you, as the Exchange
Agent, shall issue a check for cash payable in the amount of such Merger
Consideration in the name indicated below, unless other instructions are
indicated below under "Special Payment Instructions." Similarly, unless
otherwise indicated below under "Special Delivery Instructions," you, as the
Exchange Agent, shall mail said check to the undersigned at the address
appearing below under "Description of Surrendered Certificate(s) Formerly
Representing Units of the Partnership." In the event that both the Special
Delivery Instructions and the Special Payment Instructions are completed, please
issue said check in the name of and mail said check to the person or persons so
indicated.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
The undersigned represents and warrants that the undersigned has full power
and authority to surrender the Certificate(s) surrendered herewith, free and
clear of any liens, claims, charges or encumbrances whatsoever.
<PAGE>
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Partnership to be reasonably
necessary to complete the surrender and exchange of the Certificate(s).
<TABLE>
<S> <C> <C>
Description of Surrendered Certificates Formerly Representing Units of the Partnership
(See Instruction 3)
CERTIFICATE(S) BEING SURRENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (ATTACH ADDITIONAL SIGNED
(PLEASE FILL IN, IF BLANK) LIST IF NECESSARY)
NUMBER OF
UNITS
CERTIFICATE REPRESENTED BY
NUMBER(S) CERTIFICATE
TOTAL NUMBER
OF UNITS
SURRENDERED
</TABLE>
/ / CHECK HERE IF ANY CERTIFICATE(S) WHICH YOU OWN HAVE BEEN LOST, STOLEN OR
DESTROYED. SEE INSTRUCTION 7. PLEASE FILL OUT THE REMAINDER OF THIS LETTER
OF TRANSMITTAL AND INDICATE THE NUMBER OF UNITS FORMERLY REPRESENTED BY
SUCH LOST, STOLEN OR DESTROYED CERTIFICATE(S).
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 5) (SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY if the check for To be completed ONLY if the check for
the cash payment of the Merger cash payment of the Merger Consideration
Consideration is to be issued in the is to be sent to someone OTHER than the
name of someone OTHER than the undersigned, or to the undersigned at an
undersigned. address OTHER than that shown above
Issue the check in the name of: under "Description of Surrendered
Name Certificates Formerly Representing Units
(Please Print: First, Middle and Last of the Partnership."
Name) Mail the check to:
Address Name
(Please Print: First, Middle and Last
Name)
(Include Zip Code) Address
(Taxpayer Identification or Social
Security (Include Zip Code)
Number of person named above. See
Instruction 8 below for instructions (Taxpayer Identification or Social
in Security
completing Substitute Form W-9.) Number of person named above.)
</TABLE>
<PAGE>
IMPORTANT
PLEASE SIGN HERE
AND ON SUBSTITUTE FORM W-9 BELOW
(SEE INSTRUCTIONS 2 AND 4)
Signature(s) of Owner(s) ___________________________________________________
____________________________________________________________________________
Dated ________________________________________
(Must be signed by the registered holder(s) exactly as the name(s)
appears on the Certificate(s) or by the person(s) to whom the Certificate(s)
surrendered has been assigned and transferred as evidenced by endorsements
or stock powers transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation, agent or any other person acting in a fiduciary or
representative capacity, please set forth full title and enclose proper
documentary evidence of the appointment and authority of such person so to
act. See Instruction 4.)
Name(s) ____________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Capacity (full title) ______________________________________________________
(See Instruction 4)
Address ____________________________________________________________________
____________________________________________________________________________
Zip Code
______________________________________ ____________________________________
Area Code and Telephone Number Taxpayer Identification or Social
Security No.
(See Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(ONLY IF REQUIRED; SEE INSTRUCTIONS 2 AND 4)
Authorized Signature
of Person Signing this Guarantee ___________________________________________
Name of Person Signing this Guarantee ______________________________________
(Please Type or Print)
Title of Officer Signing this Guarantee ____________________________________
Name of Guaranteeing Firm __________________________________________________
Address of Guaranteeing Firm _______________________________________________
____________________________________________________________________________
Zip Code
__________________________________________ Dated __________________________
Area Code and Telephone Number
<PAGE>
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FOR SURRENDERING CERTIFICATES FOR DEPOSITARY RECEIPTS WHICH FORMERLY
REPRESENTED LIMITED PARTNERSHIP INTERESTS OF LA QUINTA MOTOR INNS LIMITED
PARTNERSHIP
These instructions are part of the terms and conditions of this Letter of
Transmittal.
1. GENERAL. In accordance with the Merger Agreement, dated as of October
27, 1993, among the Partnership, the General Partner, the Parent, the Purchaser
and Merger Sub, which was approved and adopted by unitholders of the Partnership
at a special meeting of unitholders on January 24, 1994, (a) Merger Sub was
merged with and into the Partnership, with the Partnership as the surviving
entity, all of the limited partnership interests of which are owned by the
Purchaser, and (b) each Certificate for depositary receipts formerly
representing Units outstanding at the time of the Merger became effective (other
than Certificates held by the Purchaser, the Parent or their respective
subsidiaries) was cancelled and the holder thereof is entitled to receive the
Merger Consideration (an amount of $13.00 net in cash per Unit, without
interest).
This Letter of Transmittal, or a copy thereof, properly completed and
signed, must be used in connection with all exchanges of Certificate(s) for the
Merger Consideration under the terms of the Merger Agreement.
THE METHOD OF DELIVERY OF CERTIFICATE(S) AND ANY OTHER DOCUMENTS (SEE BELOW)
IS AT THE ELECTION AND RISK OF THE SURRENDERING HOLDER, BUT IF SENT BY MAIL, IT
IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, BE USED.
Transmit your Certificate(s) and other required documents to any of the
addresses set forth above. DELIVERY WILL BE DEEMED EFFECTIVE ONLY WHEN ACTUALLY
RECEIVED BY THE OFFICE OF THE EXCHANGE AGENT. DELIVERY OF THIS LETTER OF
TRANSMITTAL TO AN ADDRESS OTHER THAN ONE OF THOSE SET FORTH IN THIS LETTER OF
TRANSMITTAL WILL NOT CONSTITUTE A VALID DELIVERY.
The Partnership shall have the absolute right to reject any or all
Certificate(s) not in proper form or to waive any irregularities in the
surrender of a Certificate(s). The interpretation by the Partnership of the
terms and conditions of the Merger Agreement and this Letter of Transmittal
(including these instructions) will be final. Upon waiver of any defect or
irregularity, the Partnership may treat and receive any such defective or
irregular surrender of a Certificate(s) as if no such defect or irregularity had
been present. Surrender of a Certificate(s) will not be deemed to have been made
until all such defects or irregularities have been cured or waived.
No alternative, conditional or contingent submissions will be accepted. By
executing this Letter of Transmittal, the submitting holder waives any right to
receive any notice of acceptance for payment of the Certificate(s).
The cash payment in the amount of the Merger Consideration will be mailed as
soon as practicable after the valid delivery of (i) the Certificate(s) by the
unitholder, (ii) an executed Letter of Transmittal and (iii) any documentation
required by Instruction 7 with respect to any lost, stolen or destroyed
Certificate(s).
2. GUARANTEE OF SIGNATURES. Certificate(s) need not be endorsed and unit
powers and signature guarantees are unnecessary unless (a) the Certificate is
registered in a name other than that of the person surrendering the Certificate
or (b) such registered holder completes the box entitled "Special Payment
Instructions" or "Special Delivery Instructions." In the case of (a) above, such
Certificate must be duly endorsed or accompanied by a properly executed unit
power, with the endorsement or signature on the unit power and on this Letter of
Transmittal guaranteed by a financial institution that is a member of the Stock
Transfer Association's approved medallion program (such as STAMP, SEMP, or MSP)
(an "Eligible Institution"), unless surrendered on behalf of such Eligible
Institution. In the case of (b) above, the signature on this Letter of
Transmittal must be similarly guaranteed.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
Certificate numbers and/or the number of Units and any other required
information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
4. SIGNATURES ON LETTER OF TRANSMITTAL, UNIT POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Certificate(s) submitted hereby, the signature(s) must correspond with the
name(s) as written on the face(s) of the Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Certificate(s) submitted hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any Certificates submitted hereby are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
Certificates.
When this Letter of Transmittal is signed by the registered holder(s) of the
Units evidenced by Certificate(s) listed and submitted herewith, no endorsements
of Certificate(s) or separate unit powers are required. If this Letter of
Transmittal is signed by a person other than the registered holder(s) of the
Certificate(s) listed and submitted hereby, or if payment is to be made to a
person other than the registered holder, then the submitted Certificate(s) must
be endorsed or accompanied by appropriate unit powers in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the Certificate(s) with the signatures on the Certificate(s) or unit powers
guaranteed as aforesaid. See Instruction 2.
If this Letter of Transmittal or any Certificate or unit power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer
of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Partnership of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Units evidenced by Certificate(s) listed and
submitted herewith, the Certificate(s) must be endorsed or accompanied by
appropriate unit powers, in either case signed exactly as the name(s) of the
registered
<PAGE>
holder(s) appear(s) on the Certificate(s) unless this Letter of Transmittal is
signed by an Eligible Institution. Signatures on such Certificate(s) or unit
powers must be guaranteed by an Eligible Institution. See Instruction 2.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of a person other than the signer of this Letter of Transmittal, or
if a check is to be sent to someone other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
(entitled "Special Payment Instructions" or "Special Delivery Instructions") on
this Letter of Transmittal should be completed. See Instruction 2.
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Exchange Agent at the address set forth above. Additional
copies of this Letter of Transmittal may be obtained from the Exchange Agent at
the address set forth above or from your broker, dealer, commercial bank, trust
company or other nominee.
7. LOST, STOLEN OR DESTROYED CERTIFICATE(S). If a unitholder's physical
Certificate(s) has been lost, stolen or destroyed, this fact should be indicated
on the face of this Letter of Transmittal, which then should be delivered to the
Exchange Agent after being otherwise properly completed and duly executed. In
such event, the Exchange Agent will forward additional documentation necessary
to be completed in order effectively to surrender such lost, stolen or destroyed
Certificate(s). The unitholder will have to post a surety bond of approximately
100% of the value of the Merger Consideration to be received on account of such
lost, stolen or destroyed Certificate(s).
8. TAXPAYER IDENTIFICATION NUMBER. Federal income tax law generally
requires that a unitholder whose Certificate(s) are surrendered for payment must
provide the Exchange Agent with his correct Taxpayer Identification Number
("TIN"), which, in the case of a unitholder who is an individual, is his social
security number. If the Exchange Agent is not provided with the correct TIN or
an adequate basis for an exemption, such unitholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, backup withholding
at the rate of 31% may be imposed upon the Merger Consideration received by such
unitholder. If withholding results in an overpayment of taxes, a refund may be
obtained.
Exempt unitholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
unitholder must enter its correct TIN in Part 1 of Substitute Form W-9, write
"Exempt" in Part 2 of such form, and sign and date the form. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed Form W-8, "Certificate of Foreign Status." Such forms may be
obtained from the Exchange Agent.
If the Units are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9, and sign
and date the form. If the box in Part 2 is checked, the unitholder or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below. If you provide your TIN to the Exchange Agent within 60 days of
the date the Exchange Agent receives such form, any amounts withheld during such
60-day period will be refunded to you by the Exchange Agent. NOTE: CHECKING THE
BOX IN PART 2 ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT
YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.
TO BE COMPLETED BY ALL UNITHOLDERS
(SEE INSTRUCTION 8)
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN
FORM W-9 TIN IN THE BOX AT RIGHT AND SOCIAL SECURITY NUMBER OR
CERTIFY BY SIGNING AND DATING EMPLOYER IDENTIFICATION
BELOW NUMBER
DEPARTMENT OF THE TREASURY PART 2
INTERNAL REVENUE SERVICE AWAITING TIN / /
CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT
TAXPAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER
TO BE ISSUED TO ME), (2) I AM NOT SUBJECT TO BACKUP
WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN NOTIFIED BY THE
INTERNAL REVENUE SERVICE ("IRS") THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST
OR DIVIDENDS OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER
SUBJECT TO BACKUP WITHHOLDING, AND (3) ANY OTHER INFORMATION
PROVIDED ON THIS FORM IS TRUE AND CORRECT.
PAYER'S REQUEST FOR TAXPAYER SIGNATURE
</TABLE>
$
<TABLE>
<S> <C> <C>
IDENTIFICATION NUMBER (TIN) DATE
</TABLE>
m
<TABLE>
<S> <C> <C>
AND CERTIFICATION You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax
return and you have not been notified by the IRS that you
are no longer subject to backup withholding.
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT
<PAGE>
TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all payments of the purchase price made to me thereafter will be withheld if
I provide a number within 60 days.
Signature ___________________________ Date __________________________
