<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
CONSOLIDATED CAPITAL PROPERTIES III
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
--------------------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $3,945,430.90 Amount of Filing Fee: $789.09
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 96,253.5 units of limited partnership interest of the
subject partnership for $40.99 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(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.
[ ] 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: $1,112.88 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: November 16, 1999
(Continued on following pages)
<PAGE> 3
AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 15 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
1 to the initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"),
relating to AIMCO OP's Litigation Settlement Offer to purchase units of limited
partnership interest ("Units") of Consolidated Capital Properties III (the
"Partnership"); and (b) Amendment No. 15 to the Schedule 13D (the "Schedule
13D") originally filed with the Securities and Exchange Commission (the
"Commission") on January 24, 1995, by Insignia, CCP III Acquisition, L.L.C.
("CCP III") and Insignia Financial Group, Inc. ("Insignia"), as amended by (i)
Amendment No. 1, filed with the Commission on April 25, 1997, by Insignia,
Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT"), CCP III,
and Andrew L. Farkas, (ii) Amendment No. 2, filed with the Commission on July 8,
1997, by IPLP, IPT, CCP III, Insignia, and Andrew L. Farkas, (iii) Amendment No.
3, filed with the Commission on July 30, 1998, by Cooper River Properties,
L.L.C. ("Cooper River"), IPLP, IPT, Insignia and Andrew L. Farkas, (iv)
Amendment No. 4, filed with the Commission on August 18, 1998, Cooper River,
IPLP, IPT, Insignia, and Andrew L. Farkas, (v) Amendment No. 5, filed with the
Commission on August 27, 1998, Cooper River, IPLP, IPT, Insignia, and Andrew L.
Farkas, (vi) Amendment No. 6, filed with the Commission on September 2, 1998,
Cooper River, IPLP, IPT, Insignia, and Andrew L. Farkas, (vii) Amendment No. 7,
filed with the Commission on September 9, 1998, Cooper River, IPLP, IPT,
Insignia, and Andrew L. Farkas, (viii) Amendment No. 8, filed with the
Commission on September 21, 1998, Cooper River, IPLP, IPT, Insignia, and Andrew
L. Farkas, (ix) Amendment No. 9, filed with the Commission on October 31, 1998,
by AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP"), and Apartment Investment and
Management Company ("AIMCO"), (x) Amendment No. 10, filed with the Commission on
January 22, 1999, by Cooper River, IPLP, IPT, AIMCO OP, AIMCO-GP and AIMCO, (xi)
Amendment No. 11, filed with the Commission on May 27, 1999, by Cooper River,
AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xii)
Amendment No. 12, filed with the Commission on July 1, 1999, by Cooper River,
AIMCO/IPT, AIMCO OP, AIMCO-GP and AIMCO, (xiii) Amendment No. 13, filed with the
Commission on August 6, 1999, by Cooper River, AIMCO/IPT, AIMCO OP, AIMCO-GP and
AIMCO, and (xiv) Amendment No. 14, filed with the Commission on November 16,
1999, by Cooper River, AIMCO/IPT, AIMCO OP, AIMCO-GP and AIMCO. Cooper River,
AIMCO/IPT, AIMCO OP, AIMCO-GP and AIMCO are herein referred to as the "Reporting
Persons." The item numbers and responses thereto are set forth below in
accordance with the requirements of Schedule 14D-1.
(11) MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Litigation Settlement Offer, dated November 11, 1999 (Previously
filed).
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated November 11, 1999, from AIMCO OP to the Limited
Partners of the Partnership.
(b) Credit Agreement (Secured Revolving Credit Facility), dated as
of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999, is incorporated herein by this reference.)
(c) Not applicable.
<PAGE> 4
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 11, 1999, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, and Cooper River
(Previously filed).
<PAGE> 5
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: December 2, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/Patrick J. Foye
-------------------------------
Executive Vice President
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(1) Litigation Settlement Offer, dated November 11, 1999 (Previously
filed).
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated November 11, 1999, from AIMCO OP to the Limited
Partners of the Partnership.
(b) Credit Agreement (Secured Revolving Credit Facility), dated as of
August 16, 1999, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1
to AIMCO's Current Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 11, 1999, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, and Cooper River (Previously filed).
</TABLE>
<PAGE> 1
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP IN
CONSOLIDATED CAPITAL PROPERTIES III (THE "PARTNERSHIP")
PURSUANT TO A LITIGATION SETTLEMENT OFFER (THE "OFFER")
DATED NOVEMBER 11, 1999 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON DECEMBER 30, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE")
- --------------------------------------------------------------------------------
WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $40.99 PER UNIT.
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- -------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)
(Please indicate changes or corrections to the name,
address and tax
identification number printed below.) Units in Consolidated Capital Properties III
- ---------------------------------------------------- ---------------------------------------------------------
1. Total Number of Units 2. Total Number of
Owned Units Tendered
(#) (#)
---------------------------- --------------------------
<S> <C> <C>
- ---------------------------------------------------- ---------------------------- --------------------------
</TABLE>
[ ] Check box if the units have been tendered in another tender offer.
<PAGE> 2
To participate in the offer, you must send a duly completed and executed copy of
this Letter of Transmittal and any other documents required by this Letter of
Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to the Expiration Date,
unless extended. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. 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.
--------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP PLEASE SEND IT TO THE INFORMATION
AGENT WITH THIS LETTER OF TRANSMITTAL.
---------------------------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE).
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
================================================================================
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.
[ ] Issue consideration to:
Name
----------------------------------------------------------------------------
(Please Type or Print)
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
================================================================================
================================================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.
[ ] Mail consideration to:
Name
----------------------------------------------------------------------------
(Please Type or Print)
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
================================================================================
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby acknowledges that he or she has received and reviewed (i)
the Purchaser's Offer to Purchase relating to the offer by AIMCO Properties,
L.P. (the "Purchaser") to purchase Limited Partnership Interests (the "Units")
in the Partnership and (ii) this Letter of Transmittal and the Instructions
hereto, as each may be supplemented or amended from time to time (collectively,
the "Offer").
Upon the terms and subject to the conditions set forth in the Offer to Purchase,
and this Letter of Transmittal, the undersigned hereby tenders to the Purchaser
the Units set forth in the box above entitled "Description of Units Tendered,"
including all interests in any limited partnership represented by such units
(collectively, the "Units"), at the price indicated on the Offer to Purchase,
less the amount of distributions, if any, made by the Partnership from the Offer
Date until the Expiration Date (the "Offer Price"), net to the undersigned in
cash, without interest.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units, including, without limitation, distributions in the
ordinary course, distributions from sales of assets, distributions upon
liquidation, winding-up, or dissolution, payments in settlement of existing or
future litigation, and all other distributions and payments from and after the
expiration date of the Offer, in respect of the Units tendered by the
undersigned and accepted for payment and thereby purchased by the Purchaser;
(ii) all other payments, if any, due or to become due to the undersigned in
respect of the Units, under or arising out of the agreement of limited
partnership of the Partnership (the "Partnership Agreement"), or any agreement
pursuant to which the Units were sold (the "Purchase Agreement"), whether as
contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of the undersigned's claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if any, under or
arising out of the Partnership Agreement or Purchase Agreement or the
undersigned's ownership of the Units, including, without limitation, all voting
rights, rights of first offer, first refusal or similar rights, and rights to be
substituted as a limited partner of the Partnership; and (iv) all present and
future claims, if any, of the undersigned against the Partnership, the other
partners of the Partnership, or the general partner and its affiliates,
including the Purchaser, under or arising out of the Partnership Agreement, the
Purchase Agreement, the undersigned's status as a limited partner, or the terms
or conditions of the Offer, for monies loaned or advanced, for services
rendered, for the management of the Partnership or otherwise.
The undersigned hereby irrevocably constitutes and appoints the Purchaser and
any designees of the Purchaser as the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to vote or act in such manner as any such attorney and proxy or
substitute shall, in its sole discretion, deem proper with respect to such
Units, to do all such acts and things necessary or expedient to deliver such
Units and transfer ownership of such Units on the partnership books maintained
by the general partner of the Partnership, together with all accompanying
evidence of transfer and authenticity to, or upon the order of, the Purchaser,
to sign any and all documents necessary to authorize the transfer of the Units
to the Purchaser including, without limitation, the "Transferor's (Seller's)
Application for Transfer" created by the National Association of Securities
Dealers, Inc., if required, and upon receipt by the Information Agent (as the
undersigned's agent) of the Offer Price, to become a substitute limited partner,
to receive any and all distributions made by the Partnership from and after the
Expiration Date of the Offer (regardless of the record date for any such
distribution), 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. This appointment is effective upon the purchase of the Units by the
Purchaser as provided in the Offer and shall be irrevocable for a period of ten
years following the termination of the Offer. 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 to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of the Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partner to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees
3
<PAGE> 4
not to exercise any rights pertaining to the Units without the prior consent of
the Purchaser; and (iv) requests and consents to the transfer of the Units, to
be effective on the books and records of the Partnership as of the Offer Date.
The undersigned irrevocably constitutes and appoints the Purchaser and any
designees of the Purchaser as the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to withdraw any or all of such Units that have been previously
tendered in response to any tender or exchange offer provided that the price per
unit being offered by the Purchaser is equal to or higher than the price per
unit being offered in the other tender or exchange offer. This appointment is
effective immediately and shall continue to be effective unless and until such
Units are withdrawn from the Offer by the undersigned prior to the Expiration
Date.
NOTWITHSTANDING ANY PROVISION IN A PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE UNDERSIGNED HEREBY DIRECTS EACH GENERAL PARTNER
OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE
TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby, the
undersigned hereby requests that the Purchaser be admitted to the Partnership as
a substitute limited partner under the terms of the Partnership Agreement. Upon
request, the undersigned will execute and deliver additional documents deemed by
the Information Agent or the Purchaser to be necessary or desirable to complete
the assignment, transfer and purchase of Units tendered hereby and will hold any
distributions received from the Partnership after the Expiration Date in trust
for the benefit of the Purchaser and, if necessary, will promptly forward to the
Purchaser any such distributions immediately upon receipt. The Purchaser
reserves the right to transfer or assign, in whole or in part, from time to
time, to one or more of its affiliates, the right to purchase Units tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering unitholders to receive payment for Units validly tendered and accepted
for payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned represents that either
(i) the undersigned is not a plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed to
hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
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, 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 Units not
accepted for payment may be destroyed by the Purchaser (or its agent). EXCEPT AS
STATED IN THE OFFER, THIS TENDER IS IRREVOCABLE, PROVIDED THAT UNITS TENDERED
PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE,
OR UNLESS ALREADY ACCEPTED FOR PAYMENT, ANY TIME AFTER 60 DAYS FROM THE OFFER
DATE.
THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND NO SUCH GENERAL PARTNER MAKES ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE UNDERSIGNED HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.
The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment 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 or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.
4
<PAGE> 5
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, trustees in bankruptcy,
legal representatives, and successors and assigns of the undersigned.
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate") is
not delivered by the undersigned together with this Letter of Transmittal, (i)
the undersigned represents and warrants to the Purchaser that the undersigned
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Units, (ii) the undersigned has caused a diligent
search of its records to be taken and has been unable to locate the original
certificate, (iii) if the undersigned shall find or recover the original
certificate evidencing the Units, the undersigned will immediately and without
consideration surrender it to the Purchaser; and (iv) the undersigned shall at
all times indemnify, defend, and save harmless the Purchaser and the
Partnership, its successors, and its assigns from and against any and all
claims, actions, and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages, judgments, costs, charges, counsel
fees, and other expenses of every nature and character by reason of honoring or
refusing to honor the original certificate when presented by or on behalf of a
holder in due course of a holder appearing to or believed by the partnership to
be such, or by issuance or delivery of a replacement certificate, or the making
of any payment, delivery, or credit in respect of the original certificate
without surrender thereof, or in respect of the replacement certificate.
5
<PAGE> 6
================================================================================
SIGNATURE BOX
(SEE INSTRUCTION 2)
- --------------------------------------------------------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME IS PRINTED ON THE FRONT OF THIS LETTER OF
TRANSMITTAL. FOR JOINT OWNERS, EACH JOINT OWNER MUST SIGN. (SEE INSTRUCTION 2).
TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF A
CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY,
PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.
THE SIGNATORY HERETO HEREBY TENDERS THE UNITS INDICATED IN THIS LETTER OF
TRANSMITTAL TO THE PURCHASER PURSUANT TO THE TERMS OF THE OFFER, AND CERTIFIES
UNDER PENALTIES OF PERJURY THAT THE STATEMENTS IN BOX A, BOX B AND, IF
APPLICABLE, BOX C AND BOX D ARE TRUE.
X
-------------------------------------------------------------------------------
(SIGNATURE OF OWNER)
X
-------------------------------------------------------------------------------
(SIGNATURE OF JOINT OWNER)
NAME AND CAPACITY (IF OTHER THAN INDIVIDUALS):
----------------------------------
TITLE:
--------------------------------------------------------------------------
ADDRESS:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CITY) (STATE) (ZIP)
AREA CODE AND TELEPHONE NO. (DAY):
----------------------------------------------
(EVENING):
------------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 2)
NAME AND ADDRESS OF ELIGIBLE INSTITUTION:
---------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE: X
---------------------------------------------------------
NAME:
---------------------------------------------------------------------------
TITLE: DATE:
--------------------------------------------- ----------------------
================================================================================
6
<PAGE> 7
TAX CERTIFICATIONS
(SEE INSTRUCTION 4)
BY SIGNING THE LETTER OF TRANSMITTAL IN THE SIGNATURE BOX, THE
UNITHOLDER CERTIFIES AS TRUE UNDER PENALTY OF PERJURY, THE REPRESENTATIONS IN
BOXES A, B AND C BELOW. PLEASE REFER TO THE ATTACHED INSTRUCTIONS FOR COMPLETING
THIS LETTER OF TRANSMITTAL AND BOXES A, B AND C BELOW.
================================================================================
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)
- --------------------------------------------------------------------------------
THE UNITHOLDER HEREBY CERTIFIES THE FOLLOWING TO THE PURCHASER UNDER PENALTIES
OF PERJURY:
(i) THE TAXPAYER IDENTIFICATION NO. ("TIN") PRINTED (OR CORRECTED) ON
THE FRONT OF THIS LETTER OF TRANSMITTAL IS THE CORRECT TIN OF THE UNITHOLDER,
UNLESS THE UNITS ARE HELD IN AN INDIVIDUAL RETIREMENT ACCOUNT ("IRA"); 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,
31% OF ALL REPORTABLE PAYMENTS MADE TO THE UNITHOLDER WILL BE WITHHELD); 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) ABOVE, ONLY IF YOU ARE UNABLE TO CERTIFY
THAT THE UNITHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING.
================================================================================
================================================================================
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)
- --------------------------------------------------------------------------------
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 ITS GROSS ASSETS CONSISTS OF U.S. REAL PROPERTY
INTERESTS AND 90% OR MORE OF THE VALUE OF ITS 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 UNITS 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 CORRECT AS FURNISHED IN
THE BLANK PROVIDED FOR THAT PURPOSE ON THE FRONT OF THE LETTER OF TRANSMITTAL;
(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.
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.
================================================================================
7
<PAGE> 8
================================================================================
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)
- --------------------------------------------------------------------------------
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 HAS THE FOLLOWING CHARACTERISTICS:
(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 CONNECTED GAINS FROM TRANSACTIONS WITH A
BROKER OR BARTER EXCHANGE.
================================================================================
8
<PAGE> 9
INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter
of Transmittal (or facsimile thereof) and any other required documents must
be received by the Information Agent at one of its addresses (or its
facsimile number) set forth herein before 5:00 p.m., New York Time, on the
Expiration Date, unless extended. To ensure receipt of the Letter of
Transmittal and any other required documents, it is suggested that you use
overnight courier delivery or, if the Letter of Transmittal and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.
Our records indicate that the undersigned owns the number of Units set
forth in the box above entitled "Description of Units Tendered" under
the column entitled "Total Number of Units Owned." If you would like
to tender only a portion of your Units, please so indicate in the
space provided in the box above entitled "Description of Units
Tendered."
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL,
INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing the
Letter of Transmittal, to tender Units, unitholders must sign at the "X" in
the Signature Box of the Letter of Transmittal. The signature(s) must
correspond exactly with the names printed (or corrected) on the front of
the Letter of Transmittal. If the Letter of Transmittal is signed by the
unitholder (or beneficial owner in the case of an IRA), no signature
guarantee on the Letter of Transmittal is required. If any tendered Units
are registered in the names of two or more joint owners, all such owners
must sign this Letter of Transmittal.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee is required. Similarly, if Units are tendered for the account of
a member firm of a registered national security exchange, a member firm of
the National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no signature guarantee is required.
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary
or representative capacity must sign at the "X" in the Signature Box and
have their signatures guaranteed by an Eligible Institution by completing
the signature guarantee set forth in the Signature Box of the Letter of
Transmittal. If the Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or others acting in a fiduciary or
representative capacity, such persons should, in addition to having their
signatures guaranteed, indicate their title in the Signature Box and must
submit proper evidence satisfactory to the Purchaser of their authority to
so act (see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. Questions on documentation should be
directed to the Information Agent at its telephone number set forth herein.
9
<PAGE> 10
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian
below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents
for executor or administrator; and
(a) a copy of applicable provisions
of the will (title page,
executor(s)' powers, asset
distribution); or (b) estate
distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other
evidence of authority to act.
Partnership should furnish a copy
of the partnership agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in
the registration, a copy of the
cover page of the trust or pension
plan, along with a copy of the
section(s) setting forth names and
powers of trustee(s) and any
amendments to such sections or
appointment of successor
trustee(s).
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.
5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder(s)'
taxpayer identification number ("TIN") and certify as true, under penalties
of perjury, the representations in Box A, Box B and, if applicable, Box C.
By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" and the representations made in Box A, Box
B and, if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
guidance in determining the proper TIN to give the Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box A and Box B.
BOX A - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the unitholder
being subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering unitholder must certify, under penalty of
perjury, that such unitholder is not subject to backup withholding. Certain
unitholders (including, among others, all corporations and certain exempt
non-profit organizations) 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. DO NOT CHECK
THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN NOTIFIED BY THE IRS THAT
YOU ARE SUBJECT TO BACKUP WITHHOLDING.
10
<PAGE> 11
When determining the TIN to be furnished, please refer to the following as
a guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears
first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not
necessary to provide).
Custodial accounts for the benefit of minors - should reflect the TIN of
the minor.
Corporations, partnership or other business entities - should reflect the
TIN assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on the front of the Letter of Transmittal is
correct.
BOX B - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal to
10% of the purchase price for interests purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding results
in an overpayment of tax, a refund may be obtained from the IRS. PART (i)
SHOULD BE CHECKED ONLY IF THE TENDERING UNITHOLDER IS NOT A U.S. PERSON, AS
DESCRIBED THEREIN.
BOX C - FOREIGN PERSONS -- In order for a tendering unitholder who is a
Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify,
under penalties of perjury, the statement in Box C of this Letter of
Transmittal, attesting to that Foreign Person's status by checking the box
preceding such statement. UNLESS THE BOX IS CHECKED, SUCH UNITHOLDER WILL
BE SUBJECT TO 31% WITHHOLDING OF TAX.
6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.
7. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.
8. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
11
<PAGE> 12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. An individual account The individual
2. Two or more individuals (joint account) The actual owner of the account or,
if combined funds, the first
individual on the account
3. Husband and wife (joint account) The actual owner of the account or,
if joint funds, either person
4. Custodian account of a minor (Uniform The minor (2)
Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the
only contributor, the minor (1)
6. Account in the name of guardian or The ward, minor or incompetent
committee for a designated ward, minor person (3)
or incompetent person (3)
7. a. The usual revocable savings trust The grantor trustee (1)
account (grantor is also trustee)
b. So-called trust account that is The actual owner (1)
not a legal or valid trust under
state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish
the identifying number of the
personal representative or trustee
unless the legal entity itself is
not designated in the account
title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name The partnership
of the business
13. Association, club, or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison) that receives agricultural
program payments
- --------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 13
- --------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a) of the Code.
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947 (a)(1).
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
- - Payments to Partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Payments made to an appropriate nominee.
- - Section 404(k) payments made by an ESOP.
13
<PAGE> 14
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer. Payments of tax
exempt interest (including exempt interest dividends under section 852 of
the Code).
- - Payments described in section 6049(b)(5) of the Code to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451 of the Code.
- - Payments made by certain foreign organizations.
- - Payments of mortgage interest to you.
- - Payments made to an appropriate nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under sections 6041,
6041A(A), 6045, and 6050A of the Code.
PRIVACY ACT NOTICE - - Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether or
not recipients are required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER - - If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
14
<PAGE> 15
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
P.O. BOX 2065 111 COMMERCE ROAD 111 COMMERCE ROAD
S. HACKENSACK, N.J. 07606-2065 CARLSTADT, N.J. 07072 CARLSTADT, N.J. 07072
ATTN.: REORGANIZATION DEPT. ATTN.: REORGANIZATION DEPT.
BY TELEPHONE:
TOLL FREE (888) 349-2005
</TABLE>
15
<PAGE> 1
EXHIBIT (a)(3)
IMPORTANT-PROPOSED LITIGATION
SETTLEMENT AND TENDER OFFER
AIMCO
AIMCO PROPERTIES, L.P.
c/o River Oaks Partnership Services, Inc.
P.O. Box 2065
S. Hackensack, N.J., 07606-2065
(888) 349-2005
November 11, 1999
Dear Limited Partner:
We are pleased to announce that we have reached a settlement, subject
to final court approval, of the class action litigation entitled Rosalie Nuanes,
et al. v. Insignia Financial Group, et al., which was brought on behalf of
limited partners in partnerships formerly managed by Insignia Financial Group,
Inc., including yours. Pursuant to the settlement, we are offering to acquire
your units of limited partnership interest in Consolidated Capital Properties
III at $40.99 per unit. We determined the offer price based upon a method
negotiated at arm's length with plaintiffs' class action counsel. This price
includes a payment of $1.99 from a settlement fund which we will pay you if we
receive court approval of the settlement and you do not request exclusion from
the settlement class. IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT, ROBERT A.
STANGER & CO., INC., AN INDEPENDENT INVESTMENT BANKING FIRM, HAS DELIVERED ITS
OPINION THAT THE OFFER PRICE IS FAIR TO LIMITED PARTNERS FROM A FINANCIAL POINT
OF VIEW. (A copy of that opinion is attached as Annex I to the enclosed
Litigation Settlement Offer.)
The Court has preliminarily approved the settlement and will soon
consider whether to give its final approval. The offer price of $40.99 was
calculated after taking into account amounts for estimated attorneys' fees,
costs, and expenses which plaintiffs' counsel is permitted to seek in connection
with the settlement. These and other terms of the settlement are more fully
described in the accompanying Notice of Settlement, as well as in the
Stipulation of Settlement on file with the San Mateo Superior Court.
<PAGE> 2
Our offer is not subject to any minimum number of units being
tendered. However, under the settlement, we are not required to pay more than
$50,000,000 in cash in the aggregate for all units tendered by limited partners
in all of the 49 partnerships to which we are making offers as part of the
settlement. If units tendered for cash in all of these offers exceed $50,000,000
in value, we will accept units on a pro rata basis, according to the value of
units tendered by each person. However, in connection with the settlement, our
parent corporation, Apartment Investment and Management Company ("AIMCO"), a
New York Stock Exchange-listed company, intends to seek Court approval to offer
freely tradeable shares of AIMCO stock in exchange for units tendered in excess
of $50,000,000. However, before we offer any such shares of AIMCO stock, the
Court must first determine that the terms are fair after holding a hearing in
which you and all other limited partners in your partnership can participate. If
we do offer AIMCO stock, we will provide you with additional information
describing the shares and how many you will receive for your units. In any
event, we will not be obligated to pay more than $50,000,000 in cash pursuant to
all of the offers, although we reserve the right to do so. If you wish to sell
your units for cash you may wish to sell pursuant to this offer.
You will not be required to pay any partnership transfer fees in
connection with any disposition of your units pursuant to our offer. However,
you may have to pay any taxes and any other fees and expenses. Our offer price
will be reduced for any distributions subsequently made by your partnership
prior to the expiration of our offer.
There are advantages and disadvantages to you of accepting or declining
our offer. The terms of the offer are more fully described in the enclosed
materials, which you should read carefully. These documents describe the
material risks and opportunities associated with the offer, including certain
tax considerations. The general partner of your partnership, which is our
affiliate, makes no recommendation as to whether you should tender or refrain
from tendering your units. You must make your own decision whether or not to
participate in the offer, based upon a number of factors, including your
financial position, your need or desire for liquidity, other financial
opportunities available to you, and your tax position and the tax consequences
to you of selling your units.
If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed letter of transmittal in accordance with
the enclosed instructions and mail or deliver the signed letter of transmittal
and any other required documents to River Oaks Partnership Services, Inc., which
is acting as the Information Agent in connection with our offer, at the address
set forth on the back
2
<PAGE> 3
cover of the enclosed Offer to Purchase. The offer will expire at 5:00 p.m. New
York City time on December 30, 1999, unless extended. If you have any questions
or require further information, please call the Information Agent, toll free, at
(888) 349-2005.
Very truly yours,
AIMCO PROPERTIES, L.P.
3
