<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------------------------------------
UNIVERSITY REAL ESTATE PARTNERSHIP V
(Name of Subject Company)
UREPV ACQUISITION, L.P.
(Bidder)
INCOME UNITS OF LIMITED PARTNERSHIP INTEREST
AND
GROWTH/SHELTER UNITS OF
LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
------------------------------------------
DAVID RONCK
UREPV ACQUISITION, L.P.
2001 ROSS AVENUE, SUITE 4600
DALLAS, TEXAS 75201
(214) 740-2200
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
with copy to:
SALLY SCHREIBER, ESQ.
MUNSCH HARDT KOPF HARR & DINAN, P.C.
4000 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2790
Calculation of Filing Fee
Transaction Amount of
Valuation Filing Fee
$ 924,000.00 $ 184.80
*For purposes of calculating the filing fee only. This amount assumes the
purchase of 12,000 Income Units of Limited Partnership Interest ("Income
Units") of the subject company at $75.00 in cash per unit and the purchase
of 12,000 Growth/Shelter Units of Limited Partnership Interest ("Growth
Units") of the subject company for $2.00 in cash per unit. The amount of
the filing fee, calculated in accordance with Section 14(g)(3) and Rule
0-11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate of the cash offered by the bidder.
[X ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $148.88
Form or Registration Number: Tender Offer Statement on Schedule 14D-1
Filing Party: UREPV Acquisition, L.P.
Date Filed: December 22, 1997
<PAGE>
CUSIP NO. None 14D-1 (Amendment No. 1) Page 2 of 4 Pages
This Amendment No. 1 amends items 1(b) &(c), 3(a)&(b), 7, 10, and 11 of
the Tender Offer Statement on Schedule 14D-1 of UREPV Acquisition, L.P. a Texas
limited partnership (the "Purchaser") filed with the Securities and Exchange
Commission on December 22, 1997, relating to a tender offer by the Purchaser for
the purchase of up to 12,000 Income Units of limited partnership interest and
up to 12,000 Growth/Shelter Units of limited partnership interest of University
Real Estate Partnership V, a California limited partnership (the "Schedule
14D-1"). Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the same meaning as set forth in the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) Item 1(b) of the Schedule 14D-1 is hereby amended to incorporate
by reference the information set forth in the letter by the Purchaser to the
Unitholders dated January 7, 1998 (the "Amended Offer Letter"), which amends the
original Offer to Purchase, dated December 22, 1997, a copy of which is annexed
hereto as Exhibit (a) 4.
(c) Item 1(c) of the Schedule 14D-1 is hereby amended to incorporate
by reference the information set forth in the Amended Offer Letter.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) Items 3(a) - (b) of the Schedule 14D-1 are hereby amended to
incorporate by reference the information set forth in the Amended Offer
Letter.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended to correct the
following information: the Partnership reimbursed the General Partner and
its affiliates for expenses incurred in connection with asset management
and partnership administration services performed by them for the
Partnership through September 30, 1997, in the amount of $130,759.23.
ITEM 10. ADDITIONAL INFORMATION.
(f) Item 10(f) of the Schedule 14D-1 is hereby amended to incorporate
by reference the information set forth in the Amended Offer Letter.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is
hereby amended to add the following:
(a)(4) Form of Letter to Unitholders dated January 7, 1998
(a)(5) Letter of Transmittal to Unitholders dated January 7, 1997
(a)(6) Press release dated January 7, 1998
<PAGE>
CUSIP NO. None 14D-1 (Amendment No. 1) Page 3 of 4 Pages
SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
UREPV ACQUISITION, L.P.
By: OS GENERAL PARTNER COMPANY,
Its General Partner
Dated: January 14, 1997 By: /s/ DAVID K. RONCK
-------------------------------
David K. Ronck, Vice President
<PAGE>
CUSIP NO. None 14D-1 (Amendment No. 1) Page 4 of 4 Pages
EXHIBIT INDEX
Exhibit Description
(a)(4) Form of Letter to Unitholders dated January 8, 1998
(a)(5) Letter of Transmittal to Unitholders dated January 8, 1997
(a)(6) Press release dated January 14, 1998
<PAGE>
EXHIBIT 99(a)(4)
UREP V ACQUISITION, L.P.
2001 Ross Avenue, Suite 4600
Dallas, Texas 75201
PLEASE READ THIS LETTER CAREFULLY
---------------------------------
To All University Real Estate Partnership V Investors:
As you are aware, UREP V Acquisition, L.P. ("UREPV") has recently made a
publicly filed tender offer to purchase Income Units and Growth/Shelter Units
(the "UREPV Offer") in response to offers made by MacKenzie Patterson Special
Fund, Accelerated High Yield Institutional Fund, Peachtree Partners and
Accelerated High Yield Pension Investors (the "MacKenzie Offer"). In response
to the UREPV Offer, the MacKenzie Offer has been increased from $55.00 per
Income Unit to $70.00 per Income Unit which is approximately $10.00 per Income
Unit greater than the liquidation value of an Income Unit as set forth in the
initial MacKenzie Offer.
IN RESPONSE TO THE INCREASE IN THE MACKENZIE OFFER TO $70.00 PER INCOME UNIT,
- -----------------------------------------------------------------------------
UREPV HEREBY INCREASES ITS OFFER TO $75.00 PER INCOME UNIT AND $2.00 PER
- ------------------------------------------------------------------------
GROWTH/SHELTER UNIT. It is important for you to know that Unitholders who
- -------------------
currently own both Income and Growth/Shelter Units in the Partnership and who
elect to accept the MacKenzie Offer will continue to be required to report
activity with respect to the Growth/Shelter Units to the Internal Revenue
Service on an annual basis. Therefore, the UREPV Offer provides Unitholders
holding both types of Units with an opportunity to liquidate their investment in
the Partnership in its entirety. THIS OFFER AT $75.00 PER INCOME UNIT AND $2.00
----------------------------------------------
PER GROWTH/SHELTER UNIT WILL EXPIRE JANUARY 25, 1998 AT 12:00 MIDNIGHT CENTRAL
- ------------------------------------------------------------------------------
STANDARD TIME.
- -------------
There are several implications to this offer and we strongly urge you to
consider your options./1/
Unitholders have an opportunity to receive $75.00 per Income Unit (which is
$5.00 per Income Unit greater than the most recent MacKenzie Offer) and $2.00
per Growth/Shelter Unit. The MacKenzie Offer does not provide a liquidity
option to Growth/Shelter Unitholders. If you have not yet tendered your Units,
please complete the attached BLUE Transmittal Letter and return it to Wallace
----
Sanders and Company by facsimile at 972/669-3462 or by US Mail to 8131 LBJ
Freeway, Suite 875, Dallas, Texas 75251 no later than January 25, 1998 at 12:00
midnight Central Standard Time.
Unitholders who have tendered Income Units to UREPV at $60.00 will automatically
receive the revised price offered of $75.00 and no further action is required to
be taken by such persons. Those Unitholders that have previously tendered
Income Units pursuant to the MacKenzie Offer may withdraw previously tendered
Units by completing the attached BLUE Transmittal Letter and return it to
----
Wallace Sanders and Company by facsimile at 972/669-3462 or by US Mail to 8131
LBJ Freeway, Suite 875, Dallas, Texas 75251. As the MacKenzie Offer has been
extended until January 21, 1998 at 12:00 midnight, Pacific Standard Time, you
may now withdraw previously tendered Units in that offer until that time.
Should you have any questions or concerns about the revised UREPV Offer or
require further instructions regarding withdrawal from other offers, please
contact Equinet Fund Administrators, Inc. at 800/736-8036.
- ------------------------------
/1/Unitholders who tender their Units will give up the opportunity to
participate in any future benefits of the ownership of Units, including
potential future distributions by the Partnership, and the purchase price per
Unit payable to a tendering Unitholder by the Purchasers may be less than the
total amount which might otherwise be received by the Unitholder with respect to
the Unit over the remaining term of the Partnership.
UREPV is making the Offer for investment purposes and with the intention of
making a profit from the ownership of the Units. In establishing the purchase
price of $75.00 per Income Unit and $2.00 per Growth/Shelter Unit, UREPV was
motivated to establish the lowest price which might be acceptable to Unitholders
consistent with UREPV's objectives.
As a result of consummation of the UREPV Offer, UREPV may be in a position to
influence any Partnership decisions on which Unitholders may vote. UREPV will
vote the Units acquired in the UREPV Offer in its own interest, which may be
different from or in conflict with the interests of the remaining Unitholders.
UREPV may accept only a portion of Units tendered by a Unitholder in the event a
total of more than 12,000 Income or Growth/Shelter Units are tendered.
<PAGE>
EX99.(a)(5)
LETTER OF TRANSMITTAL
---------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, CENTRAL STANDARD TIME,
ON JANUARY 25,1998 (the "Expiration Date") UNLESS EXTENDED.
Deliver to: Wallace Sanders & Co.
8131 LBJ Freeway, Suite 875
Dallas, Texas 75251
Via Facsimile: (214) 669-3462
For assistance: (800) 648-1336
(PLEASE INDICATE CHANGES OR CORRECTIONS
TO THE ADDRESS )
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
Unitholder. Please use the pre-addressed, postage-paid envelope provided.
IF YOU HAVE RECENTLY TENDERED UNITS TO A COMPETING BIDDER AND WOULD LIKE
INSTEAD TO PARTICIPATE IN THIS OFFER, YOU MUST COMPLETE BOXES (A) THROUGH (E)
AND DELIVER THE LETTER OF TRANSMITTAL IMMEDIATELY BY FACSIMILE TO THE DEPOSITARY
AT (214) 669-3462.
This Letter of Transmittal is to be completed by Unitholders of University
Real Estate Partnership V (the "Partnership"), pursuant to the procedures set
forth in the Offer to Purchase (as defined below). Capitalized terms used
herein that are defined in the Offer to Purchase and not otherwise defined in
this Letter of Transmittal have the meanings ascribed to such terms in the Offer
to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
The undersigned hereby tenders to UREPV ACQUISITION, L.P. (the "Purchaser")
all of the limited partnership Income Units and Growth/Shelter Units
(collectively with the Income Units, the "Units") in the Partnership held by the
undersigned as set forth in this Letter of Transmittal or, if less than all such
Units, the number set forth below in the signature box, at $75.00 per Income
Unit and $2.00 per Growth/Shelter Unit (the "Offer Price"), upon the other terms
and subject to the conditions set forth in the Offer to Purchase, dated December
22, 1997, and any changes or modifications to the Offer to Purchase (the "Offer
to Purchase"), and this Letter of Transmittal (which together constitute
the"Offer"). Receipt of the Offer to Purchase and the material changes dated
January 8, 1998, is hereby acknowledged.
The undersigned recognizes that, if more than 12,000 Units of a class are
validly tendered prior to or on the Expiration Date and not properly withdrawn,
the Purchaser will, upon the terms of the Offer, accept for payment, from among
the Units of such class tendered prior to or on the Expiration Date, 12,000
Units of such class on a pro rata basis, based upon the number of Units of the
class validly tendered prior to the Expiration Date and not withdrawn, with
appropriate adjustments to avoid purchases of certain fractional Units and in
accordance with the minimum holding requirements of Section 8 of the Agreement
of Limited Partnership of the Partnership.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby, the undersigned hereby sells, assigns, and transfers to, or
upon the order of, Purchaser all right, title, and interest in and to such
Units that are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchaser and its general partner and
designees 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 or upon the order of the Purchaser and, upon
payment of the Offer Price in respect of such Units by the Purchaser, 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. Subject to and effective upon the purchase of any Units
tendered hereby, the undersigned hereby requests that the Purchaser be admitted
to the Partnership as a substitute Limited Partner under the terms of the
Agreement of Limited Partnership 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 Purchaser
all of the undersigned's rights to receive distributions from the Partnership
with respect to Units that are purchased pursuant to the Offer, other than
distributions declared or paid on or after December 22, 1997 (the "Offer Date")
and through the Expiration Date. Upon request, the undersigned 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 and the
substitution of the Purchaser as a Limited Partner in respect of such Units.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, 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 Purchaser, the Purchaser will acquire good,
marketable, and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements and other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claim.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchaser 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 such Units for payment will be destroyed by the Purchaser. 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.
<PAGE>
SIGNATURE BOX
(Please complete Boxes A, B, C, D, and E on the following page as necessary)
==============================================================================
Please sign exactly as your name is printed (or
corrected) above, and insert your Taxpayer X
Identification Number (Federal Employer ---------------------------
Identification Number or Social Security Number) (Signatue of Owner) (Date)
in the space provided below your signature. For
joint owners, each joint owner must sign. (See X
Instruction 1.) The signatory hereto hereby ----------------------------
certifies under penalties of perjury the (Signature of Owner) (Date)
statements in Box B, Box C and, if applicable,
Box D. If the undersigned is tendering less than
all Units held, the number of Units tendered is
set forth below.
==============================================================================
Indicate number of Units tendered; otherwise, all
Units held by the undersigned are tendered hereby. Taxpayer Identification
No. ("TIN")_______________
__________________Income Units
Telephone No.
__________________Growth/Shelter Units __________________________
Growth/Shelter Units (day) (eve.)
==============================================================================
BOX A
==============================================================================
Additional Information
If signing as a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or other person acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 1.
Name and Capacity_____________________________________________________________
Address_______________________________________________________________________
Area Code and Telephone No.___________________________________________________
==============================================================================
BOX
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
==============================================================================
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box of this Letter of Transmittal is the
correct TIN of the Unitholder, or if this box [ ] is checked, the Unitholder has
applied for a TIN. If the Unitholder has applied for a TIN, a TIN has not been
issued to the Unitholder, and either: (a) the Unitholder has mailed or delivered
an application to receive a TIN to the appropriate IRS Center or Social Security
Administration Office, or (b) the Unitholder intends to mail or deliver an
application in the near future (it being understood that if the Unitholder does
not provide a TIN to the Purchaser within sixty (60) days, 31% of all reportable
payments made to the Unitholder thereafter will be withheld until a TIN is
provided to the Purchaser); and (ii) unless this box [ ] is checked, the
Unitholder is not subject to backup withholding either because the Unitholder:
(a) is exempt from backup withholding, (b) has not been notified by the IRS that
the Unitholder is subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) has been notified by the IRS that such
Unitholder is no longer subject to backup withholding.
Note: Place an 'X' in the box in (ii) if you are unable to certify that the
Unitholder 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 the Partnership's gross assets consists of U.S. real property
interests and 90% or more of the value of the partnership's 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 Purchaser that no
withholding is required with respect to the Unitholder'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
Unitholder, 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 Unitholder'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
Unitholder'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 Purchaser 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 Unitholder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unitholder:
(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 collected gains from transactions with a broker or barter
exchange.
==============================================================================
BOX E
NOTICE OF WITHDRAWAL
==============================================================================
The undersigned hereby withdraws all Units of Limited Partnership Interests in
University Real Estate Partnership V previously tendered to any bidder other
than the Purchaser. (Please sign exactly as you signed the tender form sent to
any such other bidder.)
_________________________________________________
(Signature)
<PAGE>
LETTER OF TRANSMITTAL
INSTRUCTIONS
------------
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Tender, Signature Requirements, Delivery. In order to tender Units, a
----------------------------------------
Unitholder must sign at the "X" in the Signature Box of the Letter of
Transmittal and insert the Unitholder's correct Taxpayer Identification
Number (Federal Employer Identification 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 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 Purchaser of their authority to so act.
For Units to be validly tendered, a properly completed and duly executed
Letter of Transmittal 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 Unitholders by execution of this
Letter of Transmittal waive any right to receive any notice of the
acceptance of their tender.
2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer
--------------
fees and taxes if any, payable in respect of Units accepted for payment
pursuant to the Offer.
3. U.S. Persons. A Unitholder who or that 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 Unitholder must provide to the Purchaser the
Unitholder's correct Taxpayer Identification Number in the space provided
below the signature line and certify, under penalties of perjury, that such
Unitholder is not subject to such backup withholding. The TIN that must be
provided is that of the registered Unitholder 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
Unitholder being subject to backup withholding. Certain Unitholders
(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 Unitholder who or that
is a United States Person (as defined in Instruction 3 above) must certify,
under penalties of perjury, the Unitholder's TIN and address, and that the
Unitholder 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. Box D - Foreign Persons. In order for a Unitholder 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 Unitholder 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 Purchaser by calling (800)
648-1336.
<PAGE>
EXHIBIT 99(a)(6)
(214) 855-7526
January 14, 1998
VIA FACSIMILE (201) 938-5600
- ----------------------------
Wall Street Journal
News Wire
Re: Announcement of Extension of Tender Offer
Dear Sirs:
Attached is an Announcement of Extension of Tender Offer with respect to
the tender offer made by UREPV Acquisition, L.P. for 12,000 Income Units of
limited partnership interest and 12,000 Growth/Shelter Units of limited
partnership interest of University Real Estate Partnership V. This announcement
is being provided to comply with Rule 14(e)-(d) of the Securities Exchange Act
of 1934.
Should you have any questions, please call the undersigned.
Sincerely,
Mark A. Girtz
MAG/br
Enclosure
cc: Mr. David Ronck
UREP V Acquisition, L.P.
2001 Ross Avenue, Suite 4600
Dallas, Texas 75201
<PAGE>
ANNOUNCEMENT OF EXTENSION OF TENDER OFFER
This announcement is neither an offer to buy nor a solicitation of an offer
to sell the securities mentioned herein. The purpose of this notice is to
announce material changes made to a prior tender offer. The original offer
was made by the formal "Offer to Purchase" dated December 22, 1997, (the
"Offer") sent to holders of the securities ("Unitholders") with respect to the
following securities:
12,000 Income Units of Limited Partnership Interest ("Income Units") and
12,000 Growth/Shelter Units of Limited Partnership Interest ("Growth Units")
by:
UREP V Acquisition, L.P. (the "Purchaser").
The Offer is not being made to, nor will tenders be accepted from or on behalf
of, Unitholders residing in any jurisdiction in which making or accepting the
Offer would violate that jurisdiction's laws. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Purchasers
only by one or more registered dealers licensed under the laws of such
jurisdiction.
The Purchaser has increased the original purchase price of the Offer to
$75 per Income Unit and $2 per Growth Unit, and is extending the expiration date
of the Offer to January 25, 1998. As of January 12, 1998, 739 Income Units and
663 Growth Units have been tendered to the Purchaser pursuant to the Offer.
Other than the changes mentioned in this announcement, the terms and conditions
set forth in the Purchaser's Offer to Purchase and in the related Letter or
Transmittal (which together constitute the "Offer" and the "Tender Offer
Documents") shall remain in effect.
THE EXTENDED OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, CENTRAL
STANDARD TIME, ON JANUARY 25, 1998, (the "Expiration Date"), UNLESS THE OFFER IS
FURTHER EXTENDED.
If the Purchaser makes further material changes in the terms of the Offer,
or if it waives a material condition to the Offer, the Purchaser will again
extend the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The minimum period during which an offer
must remain open following any material change in the terms of the Offer, other
than a change in price or a change in percentage of securities sought or a
change in any dealer's soliciting fee, will depend upon the facts and
circumstances including the materiality of the change with respect to a change
in price or, subject to certain limitations, a change in the percentage of
securities sought or a change in any dealer's soliciting fee. A minimum of ten
business days from the date of such change, as in this case, is generally
required to allow for adequate dissemination to Unitholders. Accordingly, if
prior to the Expiration Date, Purchasers increase (other than increases of not
more than two percent of the outstanding Units) or decrease the number of Units
being sought, or increase or decrease the consideration offered pursuant to the
Offer, and if the Offer is scheduled to expire at any time earlier than the
period ending on the tenth business day from the date that notice of such
increase or decrease is first published, sent or given to Unitholders, the Offer
will be extended at least until the expiration of such ten business days. For
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, Central Standard Time.
<PAGE>
In all cases payment for the Units purchased pursuant to the Offer will be
made only after timely receipt of the Letters of Transmittal (or facsimiles
thereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offer and this material changes are
irrevocable, except that Unitholders who tender their Units in response to the
Offer or this material change will have the right to withdraw their tendered
Units at any time prior to the Expiration Date by sending a written or facsimile
transmission notice of withdrawal to Purchasers specifying the name of the
person who tendered the Units to be withdrawn.
If tendering Unitholders tender more than the number of Units that the
Purchaser seeks to purchase pursuant to the Offer or this material change, the
Purchaser will take into account the number of Units so tendered and take up and
pay for as nearly as may be pro rata, disregarding fractions, according to the
number of Units tendered by each tendering Unitholder during the period during
which the Offer remains open. The terms of the Offer are more fully set forth
in the formal Tender Offer Documents which are available from the Purchaser.
The Offer contains terms and conditions and the information required by Rule
14d-6(e)(1)(vii) under the Exchange Act which are incorporated herein by
reference.
The Tender Offer Documents contain important information which should be
read carefully before any decision is made with respect to the Offer.
The Tender Offer Documents may be obtained by written request to the
Purchaser or calling the Purchaser's information agent, Equinet Fund
Administrators, Inc. at 1-800-736-8036.
