NATIONAL PROPERTY INVESTORS 4, SC 14D1, 1997-08-28

NATIONAL PROPERTY INVESTORS 4
SC 14D1, 1997-08-28
REAL ESTATE

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------------------

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)

------------------------------------

NATIONAL PROPERTY INVESTORS 4
(Name of Subject Company)

IPLP ACQUISITION I LLC
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
INSIGNIA FINANCIAL GROUP, INC.
(Bidders)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)

NONE
(Cusip Number of Class of Securities)

------------------------------------

JEFFREY P. COHEN
SENIOR VICE PRESIDENT
INSIGNIA FINANCIAL GROUP, INC.
375 PARK AVENUE, SUITE 3401
NEW YORK, NEW YORK 10152
(212) 750-6070
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)

COPY TO:

JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000

------------------------------------

CALCULATION OF FILING FEE

- -------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Transaction Valuation*: $2,880,000 Amount of Filing Fee: $576.00
- -------------------------------------------------------------------------------------------------------------------

* For purposes of calculating the fee only. This amount assumes the purchase of 16,000 units of limited
partnership interest ("Units") of the subject partnership for $180 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 bidders.

o 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: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
- -------------------------------------------------------------------------------------------------------------------

<PAGE>

- ---------------------------------- -----------------------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 2
- ---------------------------------- -----------------------------------

========================================================================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons

IPLP ACQUISITION I LLC
- ------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group

(a)[ ]

(b)[X]

- ------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds

AF
- ------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)

[ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

DELAWARE
- ------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

32,459
- ------------------------------------------------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares

[ ]
- ------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7

54.1%
- ------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person

OO
========================================================================================================================

<PAGE>

- ---------------------------------- -----------------------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 3
- ---------------------------------- -----------------------------------

INSIGNIA PROPERTIES, L.P.
- ------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group

(a)[ ]

(b)[X]
- ------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds

WC
- ------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)

[ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

DELAWARE
- ------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

32,459
- ------------------------------------------------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares

[ ]
- ------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7

54.1%
- ------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person

PN
========================================================================================================================

<PAGE>

- ---------------------------------- -----------------------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 4
- ---------------------------------- -----------------------------------

INSIGNIA PROPERTIES TRUST
- ------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group

(a)[ ]

NOT APPLICABLE
- ------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)

[ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

MARYLAND
- ------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

32,459
- ------------------------------------------------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares

[ ]
- ------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7

54.1%
- ------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person

OO
========================================================================================================================

<PAGE>

- ---------------------------------- -----------------------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 5
- ---------------------------------- -----------------------------------

INSIGNIA FINANCIAL GROUP, INC.
- ------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group

(a)[ ]

[ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

DELAWARE
- ------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

32,459
- ------------------------------------------------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares

[ ]
- ------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7

54.1%
- ------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person

CO
========================================================================================================================

<PAGE>

- ---------------------------------- -----------------------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 6
- ---------------------------------- -----------------------------------

ANDREW L. FARKAS
- ------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group

(a)[ ]

[ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

UNITED STATES
- ------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

32,459
- ------------------------------------------------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares

[ ]
- ------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7

54.1%
- ------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person

IN
========================================================================================================================
</TABLE>

<PAGE>

SCHEDULE 14D-1/AMENDMENT NO. 4 TO SCHEDULE 13D

This Tender Offer Statement on Schedule 14D-1 (the "Statement") also
constitutes Amendment No. 4 to the Statement on Schedule 13D previously filed
by Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT"),
Insignia Financial Group, Inc. ("Insignia"), and Andrew L. Farkas in
connection with their beneficial ownership of Units (as defined below). The
item numbers and responses thereto set forth below are in accordance with the
requirements of Schedule 14D-1.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is National Property Investors 4,
a California limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is One Insignia Financial Plaza,
Greenville, South Carolina 29602.

(b) This Statement relates to an offer by IPLP Acquisition I LLC, a
Delaware limited liability company (the "Purchaser"), to purchase up to 16,000
of the outstanding units of limited partnership interest ("Units") of the
Partnership at a purchase price of $180 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Unit (which, together with any supplements or
amendments, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1) and (a)(2) hereto, respectively. The information set forth in
the Offer to Purchase under "Introduction" is incorporated herein by
reference.

(c) The information set forth in the Offer to Purchase in Section 13
("Background of the Offer") is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d), (g) This Statement is being filed by the Purchaser, IPLP,
IPT and Insignia (collectively, the "Bidders"). The information set forth in
the Offer to Purchase under "Introduction," in Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") and in
Schedules II, III and IV to the Offer to Purchase is incorporated herein by
reference.

(e)-(f) During the last five years, none of the Bidders nor, to the
best of their knowledge, any of the persons listed in Schedules II, III and IV
to the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of or prohibiting
activities subject to federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates") and in Section 13 ("Background of the Offer") is incorporated
herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the Offer to Purchase in Section 10
("Conflicts of Interest and Transactions with Affiliates") and in Section 12
("Source of Funds") is incorporated herein by reference.

(b)-(c) Not applicable.

<PAGE>

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(b), (e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the
Purchaser") is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase in Section 8
("Future Plans of Insignia, IPT and the Purchaser"), in Section 10 ("Conflicts
of Interest and Transactions with Affiliates") and in Section 13 ("Background
of the Offer") is incorporated herein by reference.

(d) Not applicable.

(f)-(g) The information set forth in the Offer to Purchase in Section
7 ("Effects of the Offer") is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") and in Schedule I to the Offer to Purchase is
incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the Offer to Purchase under
"Introduction," in Section 7 ("Effects of the Offer"), Section 10 ("Conflicts
of Interest and Transactions with Affiliates"), Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") and Section 13
("Background of the Offer") is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in the Offer to Purchase under
"Introduction" and in Section 16 ("Fees and Expenses") is incorporated herein
by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in the Offer to Purchase in Section 11
("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") is
incorporated herein by reference. In addition, the following are expressly
incorporated in this Statement by reference: (i) the audited financial
statements of Insignia set forth at Part I-Item 8 of Insignia's Annual Report
on Form 10-K for the year ended December 31, 1996, which is on file with the
Commission; and (ii) the unaudited financial statements of Insignia set forth
at Part I-Item 1 of Insignia's Quarterly Report on Form 10-Q/A for the period
ended June 30, 1997, which is on file with the Commission.

ITEM 10. ADDITIONAL INFORMATION.

(a) Not applicable.

(b)-(d) The information set forth in the Offer to Purchase in Section
15 ("Certain Legal Matters") is incorporated herein by reference.

(e) None.

(f) The information set forth in the Offer to Purchase and the
related Assignment of Partnership Unit, copies of which are filed as Exhibits
(a)(1) and (a)(2) hereto, respectively, is incorporated herein by reference in
its entirety.

<PAGE>

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase, dated August 28, 1997.

(a)(2) Assignment of Partnership Interest and Related
Instructions.

. (a)(3) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

(b) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f) Not applicable.

(z)(1) Summaries of appraisals referred to in the Offer to
Purchase in Section 13 ("Background of the Offer").

(z)(2) Agreement of Joint Filing, dated August 28, 1997, among the
Purchaser, IPLP, IPT, Insignia and Andrew L. Farkas.

<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: August 28, 1997

IPLP ACQUISITION I LLC

By: /s/ JEFFREY P. COHEN
--------------------------------------
Jeffrey P. Cohen
Manager

INSIGNIA PROPERTIES, L.P.

By: Insignia Properties Trust,
its General Partner

By: /s/ JEFFREY P. COHEN
--------------------------------------
Jeffrey P. Cohen
Senior Vice President

INSIGNIA PROPERTIES TRUST

By: /s/ JEFFREY P. COHEN
--------------------------------------
Jeffrey P. Cohen
Senior Vice President

INSIGNIA FINANCIAL GROUP, INC.

By: /s/ FRANK M. GARRISON
--------------------------------------
Frank M. Garrison
Executive Managing Director

SOLELY FOR PURPOSES OF, AND INSOFAR
AS THIS FILING CONSTITUTES, AMENDMENT
NO. 4 TO THE STATEMENT ON SCHEDULE
13D

/s/ ANDREW L. FARKAS
------------------------------------------
ANDREW L. FARKAS

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

(a)(1) Offer to Purchase, dated August 28, 1997.

(a)(2) Assignment of Partnership Interest and Related
Instructions.

(a)(3) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

(z)(1) Summaries of appraisals referred to in the Offer to
Purchase in Section 13 ("Background of the Offer").

(z)(2) Agreement of Joint Filing, dated August August 28, 1997,
among the Purchaser, IPLP, IPT, Insignia and Andrew L.
Farkas.

<PAGE>

Offer to Purchase for Cash
Up to 16,000 Units of Limited Partnership Interest
in

NATIONAL PROPERTY INVESTORS 4,
a California limited partnership
for
$180 Net Per Unit
by
IPLP ACQUISITION I LLC

- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON SEPTEMBER 25,
1997, UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------

IMPORTANT

IPLP Acquisition I LLC, a Delaware limited liability company (the
"Purchaser"), is offering to purchase up to 16,000 of the outstanding units of
limited partnership interest ("Units") in National Property Investors 4, a
California limited partnership (the "Partnership"), at a purchase price of $180
per Unit (the "Purchase Price"), net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Assignment of Partnership Interest (which, together
with any supplements or amendments, collectively constitute the "Offer"). The
Purchase Price is subject to adjustment under certain circumstances, as
described herein. Holders of Units (each, a "Limited Partner") who tender their
Units in response to the Offer will not be obligated to pay any commissions or
partnership transfer fees. The Purchaser is an affiliate of NPI Equity
Investments, Inc., which is the general partner of the Partnership (the
"General Partner").

Limited Partners are urged to consider the following factors:

o The Purchaser and the General Partner are both affiliates of
and controlled by Insignia Properties Trust ("IPT"), which is
controlled by Insignia Financial Group, Inc. ("Insignia").
IPT, through its operating partnership Insignia Properties,
L.P. ("IPLP"), currently owns 32,459 Units.

o The net liquidation value per Unit (the "Estimated
Liquidation Value") estimated by the Purchaser (which is an
affiliate of the General Partner) is $276.61. The Purchaser
does not believe, however, that the Estimated Liquidation
Value represents a fair estimate of the market value of a
Unit, primarily due to the fact that such estimate does not
take into account timing considerations and legal and other
expenses that would be incurred in connection with a
liquidation of the Partnership. See Section 13. Accordingly,
the Purchaser does not believe that the Estimated Liquidation
Value should be viewed as representative of the amount a
Limited Partner can realistically expect to obtain on a sale
of a Unit in the near term.

o IPT already owns (through IPLP) approximately 54% of the
outstanding Units and, therefore, is able to control almost
all voting decisions with respect to the Partnership,
including decisions regarding liquidation, amendments to the
Limited Partnership Agreement, removal and replacement of the
General Partner and mergers, consolidations and other
extraordinary transactions (other than decisions concerning
"roll-up" transactions prior to January 1, 2000).

o Between October 1994 and June 1995, DeForest Ventures II,
L.P. ("DeForest"), which at the time was an affiliate of the
General Partner but was not an affiliate of Insignia, IPT or
the Purchaser, acquired approximately 32,400 (or
approximately 54%) of the outstanding Units, at a purchase
price of $107.05 per Unit, pursuant to a series of tender

<PAGE>

offers. In a series of related transactions that occurred
during the first half of 1996, Insignia acquired controlling
interests in both the General Partner and DeForest.
Currently, IPT controls the General Partner and IPLP owns all
of the Units previously held by DeForest.

o The Purchaser (which is an affiliate of the General Partner)
is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the
Purchaser (which is an affiliate of the General Partner) to
purchase Units at a low price and the desire of the Limited
Partners to sell their Units at a high price.

THE OFFER IS NOT CONDITIONED ON FINANCING OR UPON ANY MINIMUM
AGGREGATE NUMBER OF UNITS BEING TENDERED.

----------------------------------------

Any Limited Partner desiring to tender Units should complete and sign
the Assignment of Partnership Interest (or a copy thereof) in accordance with
the Instructions to the Assignment of Partnership Interest and mail or deliver
the signed Assignment of Partnership Interest to the Depositary. A Limited
Partner may tender any or all of the Units owned by that Limited Partner;
provided, however, that because of restrictions in the Partnership's Limited
Partnership Agreement, a partial tender of Units must be for a minimum of five
Units (other than Limited Partners who hold Units in an Individual Retirement
Account, who must tender a minimum of three Units). In addition, in order for a
partial tender to be valid, after the sale of Units pursuant to the Offer, the
Limited Partner must continue to hold at least five Units (or, in the case of
Limited Partners who hold Units in an Individual Retirement Account, three or
fewer Units). Tenders of fractional Units will not be permitted, except by a
Limited Partner who is tendering all of the Units owned by that Limited
Partner.

Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Assignment of Partnership Interest may be directed to
the Information Agent at the address and telephone numbers set forth below and
on the back cover of this Offer to Purchase. No soliciting dealer fees or other
payments to brokers for tenders are being paid by the Purchaser (which is an
affiliate of the General Partner).

----------------------------------------

For More Information or for Further Assistance Please Call:

Beacon Hill Partners, Inc.

(800) 854-9486

August 28, 1997

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE
<S> <C>
INTRODUCTION.................................................................................................... 1
The Purchaser; Affiliation with the General Partner......................................................... 1
Some Factors to Be Considered by Limited Partners........................................................... 1
Reasons for and Effects of the Offer........................................................................ 3
Certain Tax Considerations.................................................................................. 3
Originally Anticipated Term of the Partnership; General Policy Regarding
Sales and Refinancings of Partnership Properties; Alternatives.......................................... 3
Conditions.................................................................................................. 4
Distributions............................................................................................... 4
Outstanding Units........................................................................................... 4

THE OFFER....................................................................................................... 5
Section 1. Terms of the Offer; Expiration Date; Proration.................................................. 5
Section 2. Acceptance for Payment and Payment for Units.................................................... 6
Section 3. Procedure for Tendering Units................................................................... 6
Valid Tender............................................................................................ 6
Signature Requirements.................................................................................. 7
Delivery of Assignment of Partnership Interest.......................................................... 7
Appointment as Proxy; Power of Attorney................................................................. 7
Assignment of Interest in Future Distributions.......................................................... 8
Determination of Validity; Rejection of Units; Waiver of Defects;
No Obligation to Give Notice of Defects.............................................................. 8
Backup Federal Income Tax Withholding................................................................... 8
FIRPTA Withholding...................................................................................... 8
Binding Obligation...................................................................................... 8
Section 4. Withdrawal Rights............................................................................... 8
Section 5. Extension of Tender Period; Termination; Amendment.............................................. 9
Section 6. Certain Federal Income Tax Matters.............................................................. 9
General ............................................................................................. 9
Gain or Loss Generally.................................................................................. 10
Unrealized Receivables and Certain Inventory............................................................ 10
Passive Activity Loss Limitation........................................................................ 11
Partnership Termination................................................................................. 11
Backup Withholding and FIRPTA Withholding............................................................... 11
Section 7. Effects of the Offer............................................................................ 12
Limitations on Resales.................................................................................. 12
Effect on Trading Market; Registration Under Section 12(g) of the Exchange Act.......................... 12
Control of Limited Partner Voting Decisions by Purchaser;
Effect of Relationship with General Partner.......................................................... 12
Section 8. Future Plans of Insignia, IPT and the Purchaser................................................. 13
Section 9. Certain Information Concerning the Partnership.................................................. 14
General ............................................................................................. 14
Originally Anticipated Term of Partnership; Alternatives................................................ 14
General Policy Regarding Sales and Refinancings of Partnership Properties............................... 14
Selected Financial and Property-Related Data............................................................ 14
Cash Distributions History.............................................................................. 16
Operating Budgets of the Partnership.................................................................... 16
Section 10. Conflicts of Interest and Transactions with Affiliates......................................... 17
Conflicts of Interest with Respect to the Offer......................................................... 17
Voting by the Purchaser................................................................................. 17

<PAGE>

PAGE

Financing Arrangements.................................................................................. 17
Transactions with Affiliates............................................................................ 18
Section 11. Certain Information Concerning the Purchaser, IPLP, IPT and Insignia........................... 18
The Purchaser........................................................................................... 18
IPT and IPLP............................................................................................ 18
Insignia ............................................................................................. 20
Section 12. Source of Funds................................................................................ 22
Section 13. Background of the Offer........................................................................ 22
Affiliation with the General Partner and NPI-AP......................................................... 22
Prior Tender Offers..................................................................................... 22
Determination of Purchase Price......................................................................... 22
Section 14. Conditions of the Offer........................................................................ 26
Section 15. Certain Legal Matters.......................................................................... 27
General ............................................................................................. 27
Antitrust ............................................................................................. 27
Margin Requirements..................................................................................... 27
Section 16. Fees and Expenses.............................................................................. 27
Section 17. Miscellaneous.................................................................................. 27

SCHEDULE I -- Information Regarding the Managers of the Purchaser...........................................S-1

SCHEDULE II -- Information Regarding the Trustees and Executive Officers of IPT..............................S-2

SCHEDULE III -- Information Regarding the Directors and Executive Officers of Insignia........................S-4

SCHEDULE IV -- IPT Partnerships..............................................................................S-7

</TABLE>

<PAGE>

TO THE LIMITED PARTNERS OF
NATIONAL PROPERTY INVESTORS 4

INTRODUCTION

IPLP Acquisition I LLC (the "Purchaser"), which is a Delaware limited
liability and an affiliate of the General Partner, hereby offers to purchase up
to 16,000 Units, representing approximately 27% of the Units outstanding, at a
purchase price of $180 per Unit (the "Purchase Price"), net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in this Offer to Purchase and in the related Assignment of Partnership Interest
(which, together with any supplements or amendments, collectively constitute
the "Offer"). The Offer is not conditioned on any aggregate minimum number of
Units being tendered. A Limited Partner may tender any or all of the Units
owned by that Limited Partner; provided, however, that because of restrictions
in the Partnership's Limited Partnership Agreement, a partial tender of Units
must be for a minimum of five Units (other than Limited Partners who hold Units
in an Individual Retirement Account, who must tender a minimum of three Units).
In addition, in order for a partial tender to be valid, after the sale of Units
pursuant to the Offer, the Limited Partner must continue to hold at least five
Units (or, in the case of Limited Partners who hold Units in an Individual
Retirement Account, three Units). Accordingly, any Limited Partner that owns
five or fewer Units (or, in the case of Limited Partners who hold Units in an
Individual Retirement Account, three or fewer Units) must tender all or none of
its Units. Tenders of fractional Units will not be permitted, except by a
Limited Partner who is tendering all of the Units owned by that Limited
Partner. The Purchaser (which is an affiliate of the General Partner) will pay
all charges and expenses of Beacon Hill Partners, Inc., who will serve as the
Purchaser's information agent for the Offer (the "Information Agent"), and
Harris Trust Company of New York, who will act as depositary for the Offer (the
"Depositary").

The Purchaser; Affiliation with the General Partner. NPI Equity
Investments, Inc., a Florida corporation, is the general partner of the
Partnership (the "General Partner") and is controlled by Insignia Properties
Trust, a Maryland real estate investment trust ("IPT"). The Purchaser is a
newly-formed, wholly-owned subsidiary of Insignia Properties, L.P., a Delaware
limited partnership ("IPLP"), which is the operating partnership of IPT. IPT is
the sole general partner of IPLP (owning approximately 68% of the total equity
interests in IPLP), and Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), is the sole limited partner of IPLP (owning approximately 32% of
the total equity interests in IPLP). Insignia and its affiliates also own
approximately 70% of the outstanding common shares of IPT. NPI-AP Management,
L.P. ("NPI-AP"), which since mid-January 1996 has been an affiliate of Insignia
and is an affiliate of IPT and the Purchaser, provides property management
services to the Partnership, and since mid-January 1996 Insignia (directly or
through affiliates) has performed asset management and partnership
administration services for the Partnership. See Section 13. By reason of these
relationships, the General Partner has conflicts of interest in considering the
Offer. The General Partner has indicated in a Statement on Schedule 14D-9 (the
"Schedule 14D-9") filed with the Securities and Exchange Commission (the
"Commission") that it is remaining neutral and making no recommendation as to
whether Limited Partners should tender their Units in response to the Offer.
LIMITED PARTNERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE RELATED
MATERIALS AND THE SCHEDULE 14D-9 CAREFULLY AND IN THEIR ENTIRETY BEFORE
DECIDING WHETHER TO TENDER THEIR UNITS. See Section 10.

Some Factors to Be Considered by Limited Partners. In considering the
Offer, Limited Partners may wish to consider the following factors:

Potential Adverse Aspects of the Offer for Limited Partners

o The Purchaser and the General Partner are affiliates of and
controlled by IPT, which is controlled by Insignia. The
General Partner has conflicts of interest in considering the
Offer, including (i) as a result of the fact that a sale or
liquidation of the Partnership's assets would result in a
decrease or elimination of the fees paid to the General
Partner and/or its affiliates and (ii) the fact that as a
consequence of the Purchaser's ownership of Units, the
Purchaser (which is an affiliate of the General Partner) may
have incentives to seek to maximize the value of its
ownership of Units, which in turn may result in a conflict
for the General Partner in attempting to reconcile the

<PAGE>

interests of the Purchaser (which is an affiliate of the
General Partner) with the interests of the other Limited
Partners. See Section 10.

o The net liquidation value per Unit (the "Estimated
Liquidation Value") estimated by the Purchaser (which is an
affiliate of the General Partner) is $276.61. See Section 13
for a discussion of why the Purchaser (which is an affiliate
of the General Partner) believes that the Estimated
Liquidation Value is not necessarily indicative of the fair
market value of a Unit. THE PURCHASER (WHICH IS AN AFFILIATE
OF THE GENERAL PARTNER) MAKES NO REPRESENTATION AND EXPRESSES
NO OPINION AS TO THE FAIRNESS OR ADEQUACY OF THE PURCHASE
PRICE.

o IPT already owns (through IPLP) approximately 54% of the
outstanding Units and, therefore, is able to control the
outcome of almost all voting decisions with respect to the
Partnership, including decisions concerning liquidation,
amendments to the Limited Partnership Agreement, removal and
replacement of the General Partner and mergers,
consolidations and other extraordinary transactions not
involving a "roll-up." This means that (i) non-tendering
Limited Partners could be prevented from taking action they
desire but that IPT (which is an affiliate of the General
Partner) opposes and (ii) IPT (which is an affiliate of the
General Partner) may be able to take action desired by IPT
but opposed by the non-tendering Limited Partners.

o As with any rational investment decision, the Purchaser
(which is an affiliate of the General Partner) is making the
Offer with a view to making a profit. Accordingly, there is a
conflict between the desire of the Purchaser (which is an
affiliate of the General Partner) to purchase Units at a low
price and the desire of the Limited Partners to sell their
Units at a high price.

Potentially Beneficial Aspects of the Offer for Limited Partners

o Although there are some limited resale mechanisms available
to Limited Partners wishing to sell their Units, there is no
formal trading market for Units. Accordingly, THE OFFER
AFFORDS LIMITED PARTNERS AN OPPORTUNITY TO DISPOSE OF THEIR
UNITS FOR CASH WHICH OTHERWISE MIGHT NOT BE AVAILABLE TO
THEM.

o THE OFFER MAY BE ATTRACTIVE TO LIMITED PARTNERS WHO HAVE AN
IMMEDIATE NEED FOR CASH. Based on published information and
information provided by the General Partner, the Purchase
Price is approximately 12.5% greater than the highest
reported secondary market sales price of any Unit during the
past six months (excluding a single transaction in June 1997
in which IPLP purchased 20 Units at a purchase price of $218
per Unit as a result of a clerical error). However, reported
secondary market sales prices do not take into account
commissions and transfer fees typically payable by a Limited
Partner in connection with a secondary market sale.
Therefore, the actual proceeds received by a Limited Partner
who sells Units in the secondary market are typically
significantly less than the reported sales prices.

o LIMITED PARTNERS WHO SELL UNITS PURSUANT TO THE OFFER WILL
NOT BE CHARGED ANY SALES COMMISSIONS (WHICH GENERALLY RANGE
FROM 3% TO 10% OF THE SALES PRICE) OR PARTNERSHIP TRANSFER
FEES (WHICH ARE TYPICALLY $50 PER TRANSFER). The Purchaser
will pay all transfer fees imposed by the Partnership in
connection with sales of Units pursuant to the Offer.

o Real estate markets in the United States generally have
recovered and experienced an upward trend since the end of
the last recession. That recovery and upward trend might
continue. On the other hand, those markets also may be
adversely affected by a variety of factors, including
possible fluctuations in interest rates, economic slowdowns
and overbuilding. Accordingly, ownership of Units continues
to be a speculative investment. THE OFFER MAY PROVIDE LIMITED
PARTNERS WITH THE OPPORTUNITY TO LIQUIDATE THEIR INTERESTS IN
THE PARTNERSHIP AND REPLACE THEM WITH INVESTMENTS THAT ARE
LESS SPECULATIVE.

<PAGE>

o The Offer may be attractive to Limited Partners who wish to
avoid in the future the expenses, delays and complications in
filing personal income tax returns which may be caused by
ownership of Units. In addition, A LIMITED PARTNER WHO SELLS
100% OF ITS UNITS PURSUANT TO THE OFFER WILL NO LONGER BE
SUBJECT TO THE PASSIVE ACTIVITY LOSS LIMITATION WITH RESPECT
TO "SUSPENDED" LOSSES ATTRIBUTABLE TO THOSE UNITS (IF ANY)
AND, THEREFORE, WILL BE ABLE TO UTILIZE FULLY ANY SUCH
LOSSES.

o The Offer may be attractive to those Limited Partners who
have become disenchanted with real estate investments
generally, and in particular with the perceived illiquidity
of investments made through limited partnerships, because it
may afford an immediate opportunity for those Limited
Partners to liquidate their investments in the Partnership.
On the other hand, Limited Partners who tender their Units
will be giving up the opportunity to participate in any
potential future benefits represented by the ownership of
those Units, including, for example, the right to participate
in any future distributions of cash or property, whether from
operations, the proceeds of a sale or refinancing of the
Partnership's property or in connection with any future
liquidation of the Partnership. Instead, any such
distributions of cash or property with respect to Units
tendered in the Offer and purchased by the Purchaser will be
paid to the Purchaser.

The Purchaser (which is an affiliate of the General Partner) makes no
recommendation to any Limited Partner as to whether to tender or refrain from
tendering Units and has been advised by the General Partner that the General
Partner also expects to make no recommendation. Each Limited Partner must make
its own decision, based on the Limited Partner's particular circumstances, as
to whether to tender Units and, if so, how many Units to tender. Limited
Partners should consult with their respective advisors regarding the financial,
tax, legal and other implications of accepting the Offer. LIMITED PARTNERS ARE
URGED TO READ THIS OFFER TO PURCHASE AND THE RELATED MATERIALS CAREFULLY AND IN
THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.

Reasons for and Effects of the Offer. The Purchaser's purpose in
making the Offer is to increase IPT's equity interest in the Partnership,
primarily for investment purposes and with a view to making a profit. IPT
already owns (through IPLP) approximately 54% of the outstanding Units and,
therefore, is able to control the outcome of almost all voting decisions with
respect to the Partnership, other than voting decisions concerning "rollup"
transactions prior to January 1, 2000, which require the approval of Limited
Partners holding at least 80% of the outstanding Units. Even if the Purchaser
acquires the maximum number of Units it is seeking pursuant to the Offer,
however, IPT will own less than 80% of the outstanding Units and thus will not
by itself be able to control the outcome of a vote of Limited Partners with
respect to a "roll-up" transaction prior to January 1, 2000. See Sections 8 and
10.

Certain Tax Considerations. A sale by a Limited Partner pursuant to
the Offer will result in taxable gain (or loss) equal to the excess (deficit)
of the amount realized by the Limited Partner for the Units sold over such
Limited Partner's adjusted tax basis in those Units. In the case of a Limited
Partner who is an individual and who has held Units since their issue by the
Partnership, the sale is expected to result in a gain, which may be taxable as
ordinary income, capital gain or gain from real estate depreciation recapture.
If a Limited Partner has suspended "passive losses" from the Partnership or
other passive activity investments, such Limited Partner generally may deduct
these losses up to the amount of gain from the sale. A sale pursuant to the
Offer of all of a Limited Partner's Units will terminate his or her investment
in the Partnership and, commencing with the year following the year of sale,
the Limited Partner will no longer receive Partnership tax information or have
to report the complicated tax information currently required of Limited
Partners. See Section 6.

Originally Anticipated Term of the Partnership; General Policy
Regarding Sales and Refinancings of Partnership Properties; Alternatives.
According to the Partnership's Prospectus dated January 5, 1981, the General
Partner anticipated that the Partnership would dispose of its properties five
to ten years after their acquisition. In general, the General Partner regularly
evaluates the Partnership's property by considering various factors, such as
the Partnership's financial position and real estate and capital market
conditions. The General Partner monitors the property's specific locale and
sub-market conditions evaluating current trends, competition, new construction
and economic changes. The General Partner oversees the operating performance of
the property and continuously evaluates the physical improvement requirements.
In addition, the financing structure for the property, tax

<PAGE>

implications and the investment climate are all considered. Any of these
factors, and possibly others, could potentially contribute to any decision of
the General Partner to sell, refinance, upgrade with capital improvements or
hold the Partnership's property. Based on the above considerations, the General
Partner has determined that it is not in the best interest of Limited Partners
to sell or refinance the Partnership's property at the present time. Under the
Limited Partnership Agreement the term of the Partnership will continue until
December 31, 2005, unless sooner terminated as provided in the Limited
Partnership Agreement or by law. Limited Partners could, as an alternative to
tendering their Units, take a variety of possible actions, including voting to
liquidate the Partnership or causing the Partnership to merge with another
entity or engage in a "roll-up" or similar transaction.

Conditions. The Offer is not conditioned on any aggregate minimum
number of Units being tendered. Certain other conditions do apply, however. See
Section 14.

Distributions. The Partnership has made cash distributions to Limited
Partners of $47.90 per Unit in 1997 (through August 28), which was comprised
partially of cash flow from operations and partially of net refinancing
proceeds generated by the refinancing of the Partnership's property in 1996.
Prior to the 1997 distribution, the last distribution made by the Partnership
was in 1991 ($2.50 per Unit). In total, original investors in the Partnership
have received only $163.09 of their original $500 investment made in 1981. See
Section 9. The Purchaser (which is an affiliate of the General Partner)
believes that the Partnership will continue to generate positive cash flow from
operations, and has been advised that the General Partner presently expects the
Partnership will continue to make further distributions, although there can be
no assurance as to the amounts and frequency of future distributions. The
potential for future distributions was considered by the Purchaser (which is an
affiliate of the General Partner) when establishing the Purchase Price. Limited
Partners who tender their Units in response to the Offer will retain all of the
distributions made through August 28, 1997, and will be entitled to receive any
subsequent distributions made by the Partnership prior to the date on which the
Purchaser pays for tendered Units pursuant to the Offer, although any such
distribution will result in a reduction of the Purchase Price, as described in
Section 1. However, tendering Limited Partners will not be entitled to receive
any distributions in respect of tendered Units which are made on or after the
date on which the Purchaser pays for such Units pursuant to the Offer,
regardless of the fact that the record date for any such distribution may be a
date prior to the date of purchase. See Section 3.

Outstanding Units. According to information supplied by the
Partnership, as of August 1, 1997 there were 60,005 Units issued and
outstanding, which were held of record by 2,098 Limited Partners. IPLP
currently owns 32,459 Units. The only transaction in the Units effected by IPLP
within the past 60 days was a purchase of 14 Units, at a purchase price of
$207.86 per Unit, on July 9, 1997.

<PAGE>

THE OFFER

SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. Upon the
terms and subject to the conditions of the Offer, the Purchaser (which is an
affiliate of the General Partner) will accept for payment (and thereby
purchase) up to 16,000 Units that are validly tendered on or prior to the
Expiration Date and not withdrawn in accordance with the procedures set forth
in Section 4. For purposes of the Offer, the term "Expiration Date" shall mean
12:00 midnight, New York City time, on September 25, 1997, unless the Purchaser
(which is an affiliate of the General Partner) in its sole discretion shall
have extended the period of time for which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date on which the
Offer, as extended by the Purchaser, shall expire. See Section 5 for a
description of the Purchaser's right to extend the period of time during which
the Offer is open and to amend or terminate the Offer.

THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE
AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED
PARTNERS ON OR AFTER AUGUST 28, 1997 AND PRIOR TO THE DATE ON WHICH THE
PURCHASER PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER.

If, prior to the Expiration Date, the Purchaser (which is an affiliate
of the General Partner) increases the consideration offered to Limited Partners
pursuant to the Offer, the increased consideration will be paid for all Units
accepted for payment pursuant to the Offer, regardless of whether the Units
were tendered prior to the increase in the consideration offered.

If more than 16,000 Units are validly tendered prior to the Expiration
Date and not properly withdrawn prior to the Expiration Date in accordance with
the procedures specified in Section 4, the Purchaser (which is an affiliate of
the General Partner) will, upon the terms and subject to the conditions of the
Offer, accept for payment and pay for an aggregate of 16,000 of the Units so
tendered, pro rata according to the number of Units validly tendered by each
Limited Partner and not properly withdrawn on or prior to the Expiration Date,
with appropriate adjustments to avoid (i) purchases of fractional Units and
(ii) purchases that would violate Section 12.1 of the Partnership's Limited
Partnership Agreement (which generally requires that a Limited Partner transfer
a minimum of five Units (other than Limited Partners who hold Units in an
Individual Retirement Account, who must tender a minimum of three Units). If
the number of Units validly tendered and not properly withdrawn on or prior to
the Expiration Date is less than or equal to 16,000 Units, the Purchaser (which
is an affiliate of the General Partner) will purchase all Units so tendered and
not withdrawn, upon the terms and subject to the conditions of the Offer.

If proration of tendered Units is required, then, due to the
difficulty of determining the number of Units validly tendered and not
withdrawn, the Purchaser (which is an affiliate of the General Partner) may not
be able to announce the final results of such proration until at least
approximately seven business days after the Expiration Date. Subject to the
Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of
1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect
of Units tendered or return those Units promptly after the termination or
withdrawal of the Offer, the Purchaser (which is an affiliate of the General
Partner) does not intend to pay for any Units accepted for payment pursuant to
the Offer until the final proration results are known. NOTWITHSTANDING ANY SUCH
DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE.

The Offer is conditioned on satisfaction of certain conditions. See
Section 14, which sets forth in full the conditions of the Offer. The Purchaser
(which is an affiliate of the General Partner) reserves the right (but in no
event shall be obligated), in its sole discretion, to waive any or all of those
conditions. If, on or prior to the Expiration Date, any or all of the
conditions have not been satisfied or waived, the Purchaser reserves the right
to (i) decline to purchase any of the Units tendered and terminate the Offer,
(ii) waive all of the unsatisfied conditions and, subject to complying with
applicable rules and regulations of the Commission, purchase all Units validly
tendered, (iii) extend the Offer and, subject to the right of Limited Partners
to withdraw Units until the Expiration Date, retain the Units that have been
tendered during the period or periods for which the Offer is extended, and/or
(iv) amend the Offer.

This Offer to Purchase and the related Assignment of Partnership
Interest are being mailed by the Purchaser (which is an affiliate of the
General Partner) to the persons shown by the Partnership's records to have been
Limited

<PAGE>

Partners or (in the case of Units owned of record by IRAs and qualified plans)
beneficial owners of Units as of August 1, 1997.

SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the
terms and subject to the conditions of the Offer, the Purchaser (which is an
affiliate of the General Partner) will accept for payment (and thereby
purchase) and will pay for all Units validly tendered and not withdrawn in
accordance with the procedures specified in Section 4, as promptly as
practicable following the Expiration Date. A tendering beneficial owner of
Units whose Units are owned of record by an Individual Retirement Account or
other qualified plan will not receive direct payment of the Purchase Price;
rather, payment will be made to the custodian of such account or plan. In all
cases, payment for Units purchased pursuant to the Offer will be made only
after timely receipt by the Depositary of a properly completed and duly
executed Assignment of Partnership Interest and any other documents required by
the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES
WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING
SUCH PAYMENT.

For purposes of the Offer, the Purchaser (which is an affiliate of the
General Partner) will be deemed to have accepted for payment pursuant to the
Offer, and thereby purchased, validly tendered Units if, as and when the
Purchaser (which is an affiliate of the General Partner) gives verbal or
written notice to the Depositary of the Purchaser's acceptance of those Units
for payment pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Units accepted for payment pursuant to the Offer will
be made by deposit of the Purchase Price with the Depositary, which will act as
agent for tendering Limited Partners for the purpose of receiving payments from
the Purchaser and transmitting those payments to Limited Partners whose Units
have been accepted for payment.

If any tendered Units are not purchased for any reason, the Assignment
of Partnership Interest with respect to such Units will be destroyed by the
Purchaser (which is an affiliate of the General Partner). If for any reason
acceptance for payment of, or payment for, any Units tendered pursuant to the
Offer is delayed or the Purchaser is unable to accept for payment, purchase or
pay for Units tendered pursuant to the Offer, then, without prejudice to the
Purchaser's rights under Section 14, the Depositary may, nevertheless, on
behalf of the Purchaser (which is an affiliate of the General Partner) retain
tendered Units, and those Units may not be withdrawn except to the extent that
the tendering Limited Partners are entitled to withdrawal rights as described
in Section 4; subject, however, to the Purchaser's obligation under Rule
14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in
respect of Units tendered or return those Units promptly after termination or
withdrawal of the Offer.

The Purchaser (which is an affiliate of the General Partner) reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of the Purchaser's 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 Limited Partners to receive payment for Units validly tendered and
accepted for payment pursuant to the Offer.

SECTION 3. PROCEDURE FOR TENDERING UNITS.

Valid Tender. In order for a tendering Limited Partner to participate
in the Offer, its Units must be validly tendered and not withdrawn on or prior
to the Expiration Date. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest and any other documents required by
the Assignment of Partnership Interest must be received by the Depositary, at
its address set forth on the back cover of this Offer to Purchase, on or prior
to the Expiration Date. A Limited Partner may tender any or all of the Units
owned by that Limited Partner; provided, however, that because of restrictions
in the Partnership's Limited Partnership Agreement, a partial tender of Units
must be for a minimum of five Units (other than Limited Partners who hold Units
in an Individual Retirement Account, who must tender a minimum of three Units).
In addition, in order for a partial tender to be valid, after a sale of Units
pursuant to the Offer, the Limited Partner must continue to hold at least five
Units (or, in the case of Limited Partners who hold Units on an Individual
Retirement Account, three Units). Accordingly, any Limited Partner that owns
five or fewer Units (or, in the case of Limited Partners who hold Units on
Individual Retirement Accounts, three or fewer Units) must tender all or none
of its Units. Tenders of fractional

<PAGE>

Units will not be permitted, except by a Limited Partner who is tendering all
of the Units owned by that Limited Partner. No alternative, conditional or
contingent tenders will be accepted.

Signature Requirements. ALL SIGNATURES ON THE ASSIGNMENT OF
PARTNERSHIP INTEREST MUST BE GUARANTEED BY A BANK, BROKER, DEALER, CREDIT
UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING
OF THE SECURITIES TRANSFER MEDALLION PROGRAM (EACH AN "ELIGIBLE INSTITUTION").
A notarization is not the same thing as a signature guarantee, and a
notarization of the Assignment of Partnership Interest will not be sufficient.

Delivery of Assignment of Partnership Interest. THE METHOD OF DELIVERY
OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

Appointment as Proxy; Power of Attorney. By executing an Assignment of
Partnership Interest, a tendering Limited Partner irrevocably appoints the
Purchaser (which is an affiliate of the General Partner), and its managers and
designees as the Limited Partner's proxies, in the manner set forth in the
Assignment of Partnership Interest, each with full power of substitution, to
the full extent of the Limited Partner's rights with respect to the Units
tendered by the Limited Partner and accepted for payment by the Purchaser
(which is an affiliate of the General Partner). Each such proxy shall be
considered coupled with an interest in the tendered Units. Such appointment
will be effective when, and only to the extent that, the Purchaser (which is an
affiliate of the General Partner) accepts the tendered Units for payment. Upon
such acceptance for payment, all prior proxies given by the Limited Partner
with respect to the Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
Purchaser (which is an affiliate of the General Partner) and its managers and
designees will, as to those Units, be empowered to exercise all voting and
other rights of the Limited Partner as they in their sole discretion may deem
proper at any meeting of Limited Partners, by written consent or otherwise. The
Purchaser (which is an affiliate of the General Partner) reserves the right to
require that, in order for Units to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of the Units, the Purchaser must be
able to exercise full voting rights with respect to the Units, including voting
at any meeting of Limited Partners then scheduled or acting by written consent
without a meeting.

By executing an Assignment of Partnership Interest, a tendering
Limited Partner also irrevocably constitutes and appoints the Purchaser and its
managers and designees as the Limited Partner's attorneys-in-fact, each with
full power of substitution, to the full extent of the Limited Partner's rights
with respect to the Units tendered by the Limited Partner and accepted for
payment by the Purchaser. Such appointment will be effective when, and only to
the extent that, the Purchaser accepts the tendered Units for payment. The
tendering Limited Partner agrees not to exercise any rights pertaining to the
tendered Units without the prior consent of the Purchaser. Upon such acceptance
for payment, all prior powers of attorney granted by the Limited Partner with
respect to such Units will, without further action, be revoked, and no
subsequent powers of attorney may be granted (and if granted will not be
effective). Pursuant to such appointment as attorneys-in-fact, the Purchaser
and its managers and designees each will have the power, among other things,
(i) to transfer ownership of such Units on the Partnership books maintained by
the General Partner (and execute and deliver any accompanying evidences of
transfer and authenticity any of them may deem necessary or appropriate in
connection therewith), (ii) upon receipt by the Depositary (as the tendering
Limited Partner's agent) of the Purchase Price, to become a substituted Limited
Partner, to receive any and all distributions made by the Partnership on or
after the date on which the Purchaser purchases such Units, and to receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Units in accordance with the terms of the Offer, (iii) to execute and deliver
to the General Partner a change of address form instructing the General Partner
to send any and all future distributions to which the Purchaser is entitled
pursuant to the terms of the Offer in respect of tendered Units to the address
specified in such form, and (iv) to endorse any check payable to or upon the
order of such Limited Partner 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 Limited Partner.

<PAGE>

Assignment of Interest in Future Distributions. By executing an
Assignment of Partnership Interest, a tendering Limited Partner irrevocably
assigns to the Purchaser (which is an affiliate of the General Partner) and its
assigns all of the right, title and interest of the Limited Partner in and to
any and all distributions made by the Partnership on or after the date on which
the Purchaser purchases such Units, in respect of the Units tendered by such
Limited Partner and accepted for payment by the Purchaser, regardless of the
fact that the record date for any such distribution may be a date prior to the
date of such purchase. The Purchaser will seek to be admitted to the
Partnership as a substituted Limited Partner upon consummation of the Offer.

Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Units pursuant to the Offer will be determined by the Purchaser
(which is an affiliate of the General Partner), in its sole discretion, which
determination shall be final and binding. The Purchaser (which is an affiliate
of the General Partner) reserves the absolute right to reject any or all
tenders of any particular Units determined by it not to be in proper form or if
the acceptance of or payment for those Units may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the
General Partner) also reserves the absolute right to waive or amend any of the
conditions of the Offer that it is legally permitted to waive as to the tender
of any particular Units and to waive any defect or irregularity in any tender
with respect to any particular Units of any particular Limited Partner. The
Purchaser's interpretation of the terms and conditions of the Offer (including
the Assignment of Partnership Interest and the Instructions thereto) will be
final and binding. No tender of Units will be deemed to have been validly made
until all defects and irregularities have been cured or waived. None of the
Purchaser (which is an affiliate of the General Partner), the Information
Agent, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in the tender of any Units or
will incur any liability for failure to give any such notification.

Backup Federal Income Tax Withholding. To prevent the possible
application of backup federal income tax withholding of 31% with respect to
payment of the Purchase Price, each tendering Limited Partner must provide the
Purchaser (which is an affiliate of the General Partner) with the Limited
Partner's correct taxpayer identification number by completing the Substitute
Form W-9 included in the Assignment of Partnership Interest. See the
Instructions to the Assignment of Partnership Interest and Section 6.

FIRPTA Withholding. To prevent the withholding of federal income tax
in an amount equal to 10% of the amount of the Purchase Price plus Partnership
liabilities allocable to each Unit purchased, each tendering Limited Partner
must complete the FIRPTA Affidavit included in the Assignment of Partnership
Interest certifying the Limited Partner's taxpayer identification number and
address and that such Limited Partner is not a foreign person.
See the Instructions to the Assignment of Partnership Interest and Section 6.

Binding Obligation. A tender of Units pursuant to and in accordance
with the procedures described in this Section 3 and the acceptance for payment
of such Units will constitute a binding agreement between the tendering Limited
Partner and the Purchaser (which is an affiliate of the General Partner) on the
terms set forth in this Offer to Purchase and in the Assignment of Partnership
Interest.

SECTION 4. WITHDRAWAL RIGHTS. Tenders of Units pursuant to the Offer
are irrevocable, except that Units tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless already accepted
for payment as provided in this Offer to Purchase, may also be withdrawn at any
time after October 26, 1997. For withdrawal to be effective, a written notice
of withdrawal must be timely received by the Depositary at its address set
forth on the back cover of this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Units to be
withdrawn and must be signed by the person(s) who signed the Assignment of
Partnership Interest in the same manner as the Assignment of Partnership
Interest was signed (including signature guarantees by an Eligible
Institution). Units properly withdrawn will be deemed not to be validly
tendered for purposes of the Offer. Withdrawn Units may be re-tendered,
however, by following the procedures described in Section 3 at any time prior
to the Expiration Date.

If payment for Units is delayed for any reason or if the Purchaser
(which is an affiliate of the General Partner) is unable to pay for Units for
any reason, then, without prejudice to the Purchaser's rights under the Offer,

<PAGE>

tendered Units may be retained by the Depositary and may not be withdrawn
except to the extent that tendering Limited Partners are entitled to withdrawal
rights as set forth in this Section 4; subject, however, to the Purchaser's
obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited
Partners the Purchase Price in respect of Units tendered or return those Units
promptly after termination or withdrawal of the Offer.

All questions as to the validity and form (including time of receipt)
of notices of withdrawal will be determined by the Purchaser (which is an
affiliate of the General Partner), in its sole discretion, which determination
shall be final and binding. None of the Purchaser, the Information Agent, the
Depositary or any other person will be under any duty to give notification of
any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser (which is an affiliate of the General Partner) expressly reserves the
right, in its sole discretion, at any time and from time to time, (i) to extend
the period of time during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, validly tendered Units, (ii) to terminate
the Offer and not accept for payment any Units not already accepted for payment
or paid for, (iii) upon the occurrence of any of the conditions specified in
Section 14, to delay the acceptance for payment of, or payment for, any Units
not already accepted for payment or paid for, and (iv) to amend the Offer in
any respect (including, without limitation, by increasing the consideration
offered, increasing or decreasing the number of Units being sought, or both).
Notice of any such extension, termination or amendment will be disseminated
promptly to Limited Partners in a manner reasonably designed to inform Limited
Partners of such change in compliance with Rule 14d-4(c) under the Exchange
Act. In the case of an extension of the Offer, the extension will be followed
by a press release or public announcement which will be issued no later than
9:00 a.m., New York City time, on the next business day after the then
scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange
Act.

If the Purchaser (which is an affiliate of the General Partner)
extends the Offer, or if the Purchaser (whether before or after its acceptance
for payment of Units) is delayed in its payment for Units or is unable to pay
for Units pursuant to the Offer for any reason, then, without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Units
and those Units may not be withdrawn except to the extent tendering Limited
Partners are entitled to withdrawal rights as described in Section 4; subject,
however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the
Exchange Act, to pay Limited Partners the Purchase Price in respect of Units
tendered or return those Units promptly after termination or withdrawal of the
Offer.

If the Purchaser (which is an affiliate of the General Partner) makes
a material change in the terms of the Offer or the information concerning the
Offer or waives a material condition of the Offer, the Purchaser will extend
the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum
period during which an offer must remain open following a material change in
the terms of the offer or information concerning the offer will depend upon the
facts and circumstances, including the relative materiality of the change in
the terms or information. In the Commission's view, an offer should remain open
for a minimum of five business days from the date the material change is first
published, sent or given to securityholders, and if material changes are made
with respect to information that approaches the significance of price or the
percentage of securities sought, a minimum of ten business days may be required
to allow for adequate dissemination to securityholders and investor response.
As used in this Offer to Purchase, "business day" means any day other than a
Saturday, Sunday or a federal holiday, and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.

SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS.

General. The following summary is a general discussion of certain of
the federal income tax consequences of a sale of Units pursuant to the Offer.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), applicable Treasury regulations thereunder, administrative rulings,
practice and procedures and judicial authority, all as of the date of the
Offer. All of the foregoing are subject to change, and any such change could
affect the continuing accuracy of this summary. This summary does not discuss
all aspects of federal income taxation that may be relevant to a particular
Limited Partner in light of such Limited Partner's specific circumstances

<PAGE>

or to certain types of Limited Partners subject to special treatment under the
federal income tax laws (for example, foreign persons, dealers in securities,
banks, insurance companies and tax-exempt organizations), nor (except as
otherwise expressly indicated) does it describe any aspect of state, local,
foreign or other tax laws. Sales of Units pursuant to the Offer will be taxable
transactions for federal income tax purposes, and also may be taxable
transactions under applicable state, local, foreign and other tax laws. EACH
LIMITED PARTNER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO SUCH LIMITED PARTNER OF SELLING UNITS PURSUANT TO THE OFFER.

Gain or Loss Generally. In general, a Limited Partner will recognize
gain or loss on a sale of Units pursuant to the Offer equal to the difference
between (i) the Limited Partner's "amount realized" on the sale and (ii) the
Limited Partner's adjusted tax basis in the Units sold. Generally, a Limited
Partner's adjusted tax basis with respect to a Unit equals its cost, increased
by the amount of income and the amount of Partnership liabilities (as
determined under Code Section 752) allocated to the Unit, and decreased by (i)
any distributions made with respect to such Unit, (ii) the amount of deductions
or losses allocated to the Unit and (iii) any decrease in the amount of
Partnership liabilities (as determined under Code Section 752) allocated to the
Unit. Thus, the amount of a Limited Partner's adjusted tax basis in tendered
Units will vary depending upon the Limited Partner's particular circumstances.
The "amount realized" with respect to a Unit will be a sum equal to the amount
of cash received by the Limited Partner for the Unit pursuant to the Offer,
plus the amount of the Partnership's liabilities allocable to the Unit (as
determined under Code Section 752). Limited Partners who purchased their
interests from the Partnership in the original issue of the Units are expected
to recognize taxable gain on the sale in an amount in excess of the cash
purchase price.

A portion of the gain or loss recognized by a Limited Partner on a
sale of a Unit pursuant to the Offer generally will be treated as a capital
gain or loss, if (as is generally expected to be the case) the Unit was held by
the Limited Partner as a capital asset. Under the Taxpayer Relief Act of 1997,
the capital gains rate for individuals and other non-corporate taxpayers is
reduced to 20% for sales of capital assets after July 28, 1997 if such assets
were held for more than 18 months. However, any gain from the sale of such
assets attributable to the recapture of depreciation with respect to real
property (as defined in Code Section 1250) is taxed at a maximum rate of 25%.
The 28% rate continues to apply to individual and noncorporate taxpayers who
sell a capital asset held for more than one year but not more than 18 months.
Corporate taxpayers are taxed at a maximum marginal rate of 35% for both
capital gains and ordinary income. The maximum marginal federal income tax rate
for ordinary income of individuals and other noncorporate taxpayers is 39.6%.
Capital losses are deductible only to the extent of capital gains, except that,
subject to the passive activity loss limitations discussed below, non-corporate
taxpayers may deduct up to $3,000 of capital losses in excess of the amount of
their capital gains against ordinary income. Excess capital losses generally
can be carried forward to succeeding years (a corporation's carryforward period
is five years and a non-corporate taxpayer can carry forward such losses
indefinitely); and a corporation is permitted to carry back excess capital
losses to the three preceding taxable years, provided the carryback does not
increase or produce a net operating loss for any of those years.

A tendering Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for the year of sale with respect to the
Units sold in accordance with the provisions of the Limited Partnership
Agreement concerning transfers of Units. Such allocation and any cash
distributed by the Partnership to the Limited Partner for that year will affect
the Limited Partner's adjusted tax basis in Units and, therefore, the amount of
such Limited Partner's taxable gain or loss upon a sale of Units pursuant to
the Offer.

Unrealized Receivables and Certain Inventory. If any portion of the
amount of gain realized by a Limited Partner is attributable to "unrealized
receivables" (which includes depreciation recapture) or "substantially
appreciated inventory" as defined in Code Section 751, then a portion of the
Limited Partner's gain or loss may be ordinary rather than capital and, in
addition, a portion of such gain may be taxed at the 25% rate discussed above.
A portion, if not all, of the gain upon the sale of Units is expected to be
attributable to unrealized receivables. A Limited Partner who tenders Units
which are purchased pursuant to the Offer must file an information statement
with such Limited Partner's federal income tax return for the year of the sale
which provides the information specified in Treasury Regulation ss.
1.751-1(a)(3). A selling Limited Partner also must notify the Partnership of
the

<PAGE>

date of the transfer and the names, addresses and tax identification numbers of
the transferor(s) and transferee within 30 days of the date of the transfer
(or, if earlier, by January 15 of the following calendar year).

Passive Activity Loss Limitation. Under Code Section 469, a
non-corporate taxpayer or personal service corporation generally can deduct
"passive losses" in any year only to the extent of the person's passive income
for that year. Closely held corporations (other than personal service
corporations) may offset such losses against active income as well as passive
activity income for that year. A substantial portion of any post-1986 losses of
Limited Partners from the Partnership would have been passive losses. Thus,
Limited Partners may have "suspended" passive losses from the Partnership
(i.e., post-1986 net taxable losses in excess of statutorily permitted
"phase-in" amounts which have not been used to offset income from other passive
activities or from the Partnership). Substantially all gain from a sale of
Units pursuant to the Offer will be passive income.

If a Limited Partner sells less than all of its Units pursuant to the
Offer, suspended passive losses, if any, can be currently deducted (subject to
other applicable limitations) to the extent of the Limited Partner's passive
income from the Partnership for that year (including any gain recognized on the
sale of Units) plus any other passive income for that year. If, on the other
hand, a Limited Partner sells 100% of its Units pursuant to the Offer, any
"suspended" losses and any losses recognized upon the sale of the Units will be
offset first against any other net passive gain to the Limited Partner from the
sale of the Units and any other net passive activity income from other passive
activity investments, and the balance of any "suspended" net losses from the
Units will no longer be subject to the passive activity loss limitation and,
therefore, will be deductible by such Limited Partner from its other income
(subject to any other applicable limitations), including ordinary income. If a
tendering Limited Partner has suspended passive losses from the Partnership,
such Limited Partner must sell all of its Units to receive these tax benefits.
If more than 16,000 of the outstanding Units are tendered, some tendering
Limited Partners may not be able to sell 100% of their Units pursuant to the
Offer because of proration of the number of Units to be purchased by the
Purchaser. See Section 1.

Partnership Termination. Section 708(b) of the Code provides that a
partnership terminates for income tax purposes if there is a sale or exchange
of 50% or more of the total interest in partnership capital and profits within
a twelve-month period (although successive transfers of the same interest
within a twelve-month period will be treated as a single transfer for this
purpose). Accordingly, it is possible that transfers of Units made pursuant to
the Offer, in combination with other transfers made within twelve months of the
Offer, will result in a termination of the Partnership. In the event of a
termination, the Partnership's tax year would close and the Partnership would
be treated for income tax purposes as if it had contributed all of its assets
and liabilities to a "new" partnership in exchange for an interest in the "new"
partnership. The Partnership would then be treated as making a distribution of
the interests in the "new" partnership to the new partners and the remaining
partners, followed by the liquidation of the Partnership. Because the "new"
partnership would be treated as having acquired its assets on the date of the
deemed contribution, a new depreciation recovery period would begin on such
date, and the Partnership's annual depreciation deductions over the next few
years would be substantially reduced, and the Partnership would have greater
taxable income (or less tax loss) than if no tax termination occurred. In
addition, depreciation may be required to be allocated to those Limited
Partners that have a higher tax basis, such as the Purchaser. A tax termination
will not affect a Limited Partner who sells all of its Units but will affect
the taxation of a Limited Partner in respect of any Units retained after the
date of the tax termination. A tax termination of the Partnership will also
terminate any partnership in which the Partnership holds a majority interest
(50% or more).

The Limited Partnership Agreement prohibits transfers of Units if a
transfer, when considered with all other transfers during the same applicable
twelve-month period, would cause a termination of the Partnership for tax
purposes. The Purchaser believes that even if the maximum number of Units is
purchased pursuant to the Offer, those transfers will not cause a tax
termination.

Backup Withholding and FIRPTA Withholding. Limited Partners (other
than tax-exempt persons, corporations and certain foreign individuals) who
tender Units may be subject to 31% backup withholding unless those Limited
Partners provide a taxpayer identification number ("TIN") and certify that the
TIN is correct or properly certify that they are awaiting a TIN. A Limited
Partner may avoid backup withholding by properly completing and signing the
Substitute Form W-9 included as part of the Assignment of Partnership Interest.
If a

<PAGE>

Limited Partner who is subject to backup withholding does not properly complete
and sign the Substitute Form W-9, the Purchaser will withhold 31% from payments
to such Limited Partner.

Gain realized by a foreign Limited Partner on the sale of a Unit
pursuant to the Offer will be subject to federal income tax. Under Code Section
1445, the transferee of an interest held by a foreign person in a partnership
which owns United States real property generally is required to deduct and
withhold a tax equal to 10% of the amount realized on the disposition. In order
to comply with this requirement, the Purchaser will withhold 10% of the amount
realized by a tendering Limited Partner unless the Limited Partner properly
completes and signs the FIRPTA Affidavit included as part of the Assignment of
Partnership Interest certifying the Limited Partner's TIN and address, and that
such Limited Partner is not a foreign person. Amounts withheld would be
creditable against a foreign Limited Partner's federal income tax liability
and, if in excess thereof, a refund could be obtained from the Internal Revenue
Service by filing a U.S. income tax return.

SECTION 7. EFFECTS OF THE OFFER.

Limitations on Resales. The Limited Partnership Agreement prohibits
transfers of Units if a transfer, when considered with all other transfers
during the same applicable twelve-month period, would cause a termination of
the Partnership for federal or any applicable state income tax purposes. This
provision may limit sales of Units in the secondary market and in private
transactions for the twelve-month period following completion of the Offer. The
General Partner has advised the Purchaser that the Partnership will not process
any requests for recognition of substitution of Limited Partners upon a
transfer of Units during such twelve-month period which the General Partner
believes may cause a tax termination in contravention of the Limited
Partnership Agreement. In determining the number of Units for which the Offer
is made (representing approximately 27% of the outstanding Units if 16,000
Units are tendered), the Purchaser (which is an affiliate of the General
Partner) took this restriction into account so as to permit normal historical
levels of transfers to occur following the transfers of Units pursuant to the
Offer without violating this restriction.

Effect on Trading Market; Registration Under Section 12(g) of the
Exchange Act. If a substantial number of Units are purchased pursuant to the
Offer, the result will be a reduction in the number of Limited Partners. In the
case of certain kinds of equity securities, a reduction in the number of
security-holders might be expected to result in a reduction in the liquidity
and volume of activity in the trading market for the security. In this case,
however, there is no established public trading market for the Units and,
therefore, the Purchaser (which is an affiliate of the General Partner) does
not believe a reduction in the number of Limited Partners will materially
further restrict the Limited Partners' ability to find purchasers for their
Units through secondary market transactions. See Section 13 for certain limited
information regarding recent secondary market sales of the Units.

The Units are registered under Section 12(g) of the Exchange Act,
which means, among other things, that the Partnership is required to file
periodic reports with the Commission and to comply with the Commission's proxy
rules. The Purchaser (which is an affiliate of the General Partner) does not
expect or intend that consummation of the Offer will cause the Units to cease
to be registered under Section 12(g) of the Exchange Act. If the Units were to
be held by fewer than 300 persons, the Partnership could apply to de-register
the Units under the Exchange Act. Because the Units are widely held, however,
the Purchaser (which is an affiliate of the General Partner) believes that,
even if it purchases the maximum number of Units in the Offer, after that
purchase the Units will be held of record by more than 300 persons.

Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner. The Limited Partnership Agreement provides
that the General Partner has absolute discretion as to whether to admit an
assignee of Units to the Partnership as a substituted Limited Partner. The
Purchaser (which is an affiliate of the General Partner) will seek to be
admitted to the Partnership as a substituted Limited Partner upon consummation
of the Offer and, if admitted, will have the right to vote each Unit purchased
pursuant to the Offer. Even if the Purchaser (which is an affiliate of the
General Partner) is not admitted to the Partnership as a substituted Limited
Partner, however, the Purchaser nonetheless will have the right to vote each
Unit purchased in the Offer pursuant to the irrevocable appointment by
tendering Limited Partners of the Purchaser and its managers and designees as

<PAGE>

proxies with respect to the Units tendered by such Limited Partners and
accepted for payment by the Purchaser. See Section 3.

IPT already owns (through IPLP) approximately 54% of the outstanding
Units and, therefore, is able to control the outcome of almost all voting
decisions with respect to the Partnership. This could (i) prevent nontendering
Limited Partners from taking action they desire but that IPT opposes and (ii)
enable IPT to take action desired by IPT but opposed by non-tendering Limited
Partners. Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including: removal of a general partner and in certain circumstances
election of new or successor general partners; dissolution of the Partnership;
the sale of all or substantially all of the assets of the Partnership; and most
types of amendments to the Limited Partnership Agreement. However, under the
Limited Partnership Agreement, the Partnership may not enter into a "roll-up"
transaction prior to January 1, 2000 unless Limited Partners holding at least
80% of the outstanding Units approve such transaction, and even if the
Purchaser is successful in acquiring the maximum number of Units it is seeking
pursuant to the Offer, IPT will own less than 80% of the outstanding Units and
thus will not by itself be able to control the outcome of a vote with respect
to a "roll-up" transaction prior to January 1, 2000. When voting on those and
other matters, IPLP and the Purchaser (which are affiliates of the General
Partner) will vote the Units owned by them in whatever manner they deem to be
in the best interests of IPT, which, because of their relationship with the
General Partner, also may be in the interest of the General Partner, but may
not be in the interest of other Limited Partners.

The Offer will not result in any change in the compensation payable to
the General Partner or its affiliates. However, as a result of the Offer, the
Purchaser (which is an affiliate of the General Partner) will participate, in
its capacity as a Limited Partner, in any subsequent distributions to Limited
Partners to the extent of the Units purchased pursuant to the Offer.

SECTION 8. FUTURE PLANS OF INSIGNIA, IPT AND THE PURCHASER. IPT,
through the Purchaser (which is an affiliate of the General Partner), is
seeking to acquire Units pursuant to the Offer in order to increase its equity
interest in the Partnership, primarily for investment purposes and with a view
to making a profit. Following the completion of the Offer, IPT and/or persons
related to or affiliated with it may acquire additional Units. Any such
acquisition may be made through private purchases, through one or more future
tender or exchange offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Units purchased pursuant to the Offer, and may be for cash or other
consideration. Insignia and IPT (which are affiliates of the General Partner)
also may consider disposing of some or all of the Units the Purchaser acquires
pursuant to the Offer, either directly or by a sale or other disposition of one
or more interests in IPT or the Purchaser itself, depending among other things
on the requirements from time to time of Insignia, IPT and their affiliates in
light of liquidity, strategic, tax and other considerations.

Neither IPT nor the Purchaser (which are affiliates of the General
Partner) has any present plans or intentions with respect to a liquidation of
the Partnership or a sale or refinancing of the Partnership's property.
However, IPT and the Purchaser expect that consistent with the General
Partner's fiduciary obligations, the General Partner will seek and review
opportunities (including opportunities identified by IPT and the Purchaser) to
engage in transactions which could benefit the Partnership, such as a sale or
refinancing of the Partnership's property or a combination of the Partnership
with one or more other entities, with the objective of seeking to maximize
returns to Limited Partners.

IPT and the Purchaser (which are affiliates of the General Partner)
have been advised that the possible future transactions the General Partner
expects to consider on behalf of the Partnership include (i) payment of
extraordinary distributions; (ii) refinancing, reducing or increasing existing
indebtedness of the Partnership; (iii) a sale of the Partnership's property;
and (iv) mergers or other consolidation transactions involving the Partnership.
Any such merger or consolidation transaction could involve other limited
partnerships in which the General Partner or its affiliates serve as general
partners, or a combination of the Partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of IPT (which is an
affiliate of the General Partner) or IPT itself), in any of which Limited
Partners might receive cash, common stock or other securities or consideration.
There is no assurance, however, as to when or whether any of the transactions
referred to above might occur. If any such

<PAGE>

transaction is effected by the Partnership and financial benefits accrue to the
Limited Partners of the Partnership, the Purchaser (and thus IPT) will
participate in those benefits to the extent of its ownership of Units. A merger
or other consolidation transaction and certain kinds of other extraordinary
transactions would require a vote of the Limited Partners, and so long as such
a transaction does not involve a "roll-up" prior to January 1, 2000, IPT will
likely be able to control the outcome of such vote as a result of its ownership
(through IPLP) of more than 50% of the outstanding Units. If such a transaction
does involve a "roll-up," however, it must be approved by Limited Partners
holding at least 80% of the outstanding Units, and even if the Purchaser is
successful in acquiring the maximum number of Units it is seeking pursuant to
the Offer, IPT will own less than 80% of the outstanding Units and thus will
not by itself be able to control the outcome of a vote with respect to a
"roll-up" transaction prior to January 1, 2000. IPT's primary objective in
seeking to acquire the Units through the Purchaser pursuant to the Offer is
not, however, to influence the vote on any particular transaction, but rather
to generate a profit on the investment represented by those Units.

SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Except as
otherwise indicated, information contained in this Section 9 is based upon
documents and reports publicly filed by the Partnership with the Commission.
Although the Purchaser has no information that any statements contained in this
Section 9 are untrue, the Purchaser cannot take responsibility for the accuracy
or completeness of any information contained in this Section 9 which is derived
from such public documents, or for any failure by the Partnership to disclose
events which may have occurred and may affect the significance or accuracy of
any such information but which are unknown to the Purchaser.

General. The Partnership was organized on July 1, 1980 under the laws
of the State of California. Its principal executive offices are located at One
Insignia Financial Plaza, Greenville, South Carolina 29602. Its telephone
number is (864) 239-2854.

The Partnership's primary business is real estate ownership and
related operations. The Partnership was formed for the benefit of its Limited
Partners, to make equity investments in existing income-producing multi-family
residential properties and, to a lesser extent, existing operating commercial
real estate. Under the Limited Partnership Agreement, the term of the
Partnership will continue until December 31, 2005, unless sooner terminated as
provided in the Limited Partnership Agreement or by law. The Partnership's
investment portfolio currently consists of one property, a 722-unit apartment
complex in Falls Township, Pennsylvania.

Originally Anticipated Term of Partnership; Alternatives. According to
the Partnership's Prospectus dated January 5, 1981, the Partnership was
organized to invest in equity investments in existing income-producing
multi-family real properties. The Partnership currently owns and operates one
apartment complex: Village of Pennbrook in Falls Township, Pennsylvania.
Limited Partners could, as an alternative to tendering their Units, take a
variety of possible actions including voting to liquidate the Partnership or
causing the Partnership to merge with another entity or engage in a "roll-up"
or similar transaction.

General Policy Regarding Sales and Refinancings of Partnership
Properties. In general, the General Partner regularly evaluates the
Partnership's property by considering various factors, such as the
Partnership's financial position and real estate and capital market conditions.
The General Partner monitors the property's specific locale and sub-market
conditions evaluating current trends, competition, new construction and
economic changes. The General Partner oversees the operating performance of the
property and continuously evaluates the physical improvement requirements. In
addition, the financing structure for the property, tax implications and the
investment climate are all considered. Any of these factors, and possibly
others, could potentially contribute to any decision of the General Partner to
sell, refinance, upgrade with capital improvements or hold the Partnership's
property. There are no plans to sell or refinance the Partnership's property at
the present time.

Selected Financial and Property-Related Data. Set forth below is a
summary of certain financial and statistical information with respect to the
Partnership and its property, all of which has been excerpted or derived from
the Partnership's Annual Reports on Form 10-KSB for the year ended December 31,
1996 and on Form 10-K for the years ended December 31, 1995, 1994, 1993 and
1992 and the Partnership's Quarterly Reports on Form 10-QSB for the periods
ended June 30, 1997 and 1996. More comprehensive financial and other
information is

<PAGE>

included in such reports and other documents filed by the Partnership with the
Commission, and the following summary is qualified in its entirety by reference
to such reports and other documents and all the financial information and
related notes contained therein.

NATIONAL PROPERTY INVESTORS 4
SELECTED FINANCIAL DATA
(in thousands, except per Unit data)

<TABLE>
<CAPTION>
SIX MONTHS ENDED FISCAL YEAR ENDED
JUNE 30, DECEMBER 31,
----------------------- ----------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ------------ ----------- ----------- ----------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations Data:
Rental Income................. $ 3,080 $ 3,008 $ 6,005 $ 6,020 $ 5,662 $ 5,438 $ 5,189
Other Income.................. $ 149 $ 136 $ 324 $ 298 $ 228 $ 256 $ 233
Total Revenues............. $ 3,229 $ 3,144 $ 6,329 $ 6,318 $ 5,890 $ 5,694 $ 5,422
Income (Loss) from Operations
(before extraordinary item) $ 500 $ 339 $ 781 $ 692 $ 315 $ 54 $ (563)
Net Income (Loss)............. $ 500 $ 339 $ 411 $ 692 $ 315 $ 54 $ (563)
Net Income (Loss) per Unit.... $ 8.25 $ 5.60 $ 6.78 $ 11.42 $ 5.20 $ .88 $ (9.28)
</TABLE>

<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, DECEMBER 31,
----------------------- ----------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ------------ ----------- ----------- ----------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheets Data:
Total Assets...................... $ 12,625 $ 12,632 $ 15,037 $ 12,081 $ 11,744 $ 12,757 $ 12,966
Total Liabilities................. $ 19,948 $ 17,659 $ 19,976 $ 17,431 $ 17,786 $ 19,115 $ 19,377
Limited Partners' Equity (Deficit) $ (7,003) $ (4,711) $ (4,624) $ (5,031) $ (5,716) $ (6,028) $ (6,081)
Units Outstanding................. 60,005 60,005 60,005 60,005 60,005 60,005 60,005
Book Value per Unit............... $(116.71) $ (78.51) $ (77.06) $ (83.84) $ (95.26) $(100.46) $(101.34)
</TABLE>

Description of Property. The location, date of purchase, nature of the
Partnership's ownership interest in and use of the Partnership's property are
as follows:

<TABLE>
<CAPTION>
DATE OF
PROPERTY PURCHASE TYPE OF OWNERSHIP USE
- ----------------------------------- ------------- ------------------------------------ ------------------------
<S> <C> <C> <C>
Village of Pennbrook 12/81 Fee ownership Residential Apartments
Falls Township, PA (subject to first mortgage) (722 units)
</TABLE>

Accumulated Depreciation. The gross carrying value, accumulated
depreciation and federal tax basis of the Partnership's property as of December
31, 1996 ($ amounts in thousands) are as follows:

<TABLE>
<CAPTION>
GROSS
CARRYING ACCUMULATED FEDERAL
PROPERTY VALUE DEPRECIATION RATE METHOD TAX BASIS
- ----------------------- ------------ -------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
Village of Pennbrook $ 25,722 $ 17,026 5-27.5 yrs. S/L $ 3,666
</TABLE>

Mortgage. Certain information regarding the outstanding mortgage
encumbering the Partnership's property as of December 31, 1996 ($ amounts in
thousands) is as follows:

<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
BALANCE AT STATED BALANCE
DECEMBER 31, INTEREST MATURITY DUE AT
PROPERTY 1996 RATE DATE MATURITY
- ----------------------------------- --------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Village of Pennbrook $ 19,300 7.33% 11/03 $ 19,300
</TABLE>

<PAGE>

Average Annual Rental Rate and Occupancy. The average annual rental
rates and occupancy percentage for the Partnership's property during the past
two years are as follows:

<TABLE>
<CAPTION>
PROPERTY RENTAL RATE AVERAGE ANNUAL OCCUPANCY
- ----------------------------------- ---------------------------------------------- -------------------------------
1996 1995 1996 1995
-------------------- ----------------------- ------------------ -----------
<S> <C> <C> <C> <C>
Village of Pennbrook $9,026/unit $8,813/unit 92.8% 94.8%
</TABLE>

Real Estate Tax and Rate. The real estate tax and rate for 1996 for
the Partnership's property are as follows:

1996 1996
PROPERTY BILLING RATE
- ----------------------------- --------------- ---------
Village of Pennbrook $459,000 4.25%

Other Information. The Partnership is subject to the information
reporting requirements of the Exchange Act and accordingly is required to file
reports and other information with the Commission relating to its business,
financial results and other matters. Such reports and other documents may be
inspected at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, where copies may be obtained at
prescribed rates, and at the regional offices of the Commission located in the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, New York, New York 10048. Copies should be available
by mail upon payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a web site that contains reports, proxy
and other information filed electronically with the Commission, the address of
which is http://www.sec.gov.

Cash Distributions History. The Partnership has made cash
distributions to Limited Partners of $47.90 per Unit in 1997 (through August
28). That distribution was comprised partially of cash flow from operations and
partially of net refinancing proceeds generated by the refinancing of the
Partnership's property in 1996. Prior to the 1997 distribution, the last
distribution made by the Partnership was in 1991 ($2.50 per Unit). In total,
original investors in the Partnership have received only $163.09 of their
original $500 investment made in 1981.

Operating Budgets of the Partnership. A summary of the fiscal 1996 and
1997 operating budgets and the audited results of operations for fiscal 1996 of
the Partnership are set forth in the table below. The budgeted amounts provided
below are figures that were not computed in accordance with generally accepted
accounting principles ("GAAP"). Historically, budgeted operating results of
operations for a particular fiscal year have differed significantly in certain
respects from the audited operating results for that year. In particular, items
that are categorized as capital expenditures for purposes of preparing the
operating budgets are often re-categorized as expenses when the financial
statements are audited and presented in accordance with GAAP. Therefore, the
summary operating budgets presented for fiscal 1997 should not necessarily be
considered as indicative of what the audited operating results for fiscal 1997
will be. Furthermore, any estimate of the future performance of a business,
such as the Partnership's business, is forward-looking and based on numerous
assumptions, some of which inevitably will prove to be incorrect. For this
reason, it is probable that the Partnership's future operating results will
differ from those projected in the operating budget, and those differences may
be material. Therefore, such information should not be relied on by Limited
Partners.

<TABLE>
<CAPTION>
FISCAL 1996 FISCAL 1996 FISCAL 1997
BUDGETED AUDITED BUDGETED
------------ ------------- ------------
<S> <C> <C> <C>
Total Revenues from Property Operations................. $ 6,518,936 $ 6,329,000 $ 6,490,667
Total Operating Expenses ............................... $ 2,688,779 $ 2,892,000 $ 2,724,780
Net Operating Income.................................... $ 3,830,157 $ 3,437,000 $ 3,765,887
Capital Expenditures.................................... $ 382,952 $ 733,000 $ 1,326,063
</TABLE>

<PAGE>

SECTION 10. CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES.
The General Partner and its affiliates have conflicts of interest with respect
to the Offer as set forth below.

Conflicts of Interest with Respect to the Offer. The General Partner
has conflicts of interest with respect to the Offer, including conflicts
resulting from its affiliation with IPT and the Purchaser. The General Partner
also would have a conflict of interest (i) as a result of the fact that a sale
or liquidation of the Partnership's assets would result in a decrease or
elimination of the fees paid to the General Partner and/or its affiliates and
(ii) as a consequence of the Purchaser's ownership of Units, because the
Purchaser (which is an affiliate of the General Partner) may have incentives to
seek to maximize the value of its ownership of Units, which in turn may result
in a conflict for the General Partner in attempting to reconcile the interests
of the Purchaser (which is an affiliate of the General Partner) with the
interests of the other Limited Partners. In addition, the Purchaser (which is
an affiliate of the General Partner) is making the Offer with a view to making
a profit. Accordingly, there is a conflict between the desire of the Purchaser
(which is an affiliate of the General Partner) to purchase Units at a low price
and the desire of the Limited Partners to sell their Units at a high price. The
General Partner has indicated in the Schedule 14D-9 that it is remaining
neutral and making no recommendation as to whether Limited Partners should
tender their Units pursuant to the Offer. LIMITED PARTNERS ARE URGED TO READ
THIS OFFER TO PURCHASE AND THE SCHEDULE 14D-9 AND THE RELATED MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.

Voting by the Purchaser. The Limited Partnership Agreement provides
that the General Partner has absolute discretion as to whether to admit an
assignee of Units to the Partnership as a substituted Limited Partner. The
Purchaser (which is an affiliate of the General Partner) will seek to be
admitted to the Partnership as a substituted Limited Partner upon consummation
of the Offer and, if admitted, will have the right to vote each Unit purchased
pursuant to the Offer. Even if the Purchaser (which is an affiliate of the
General Partner) is not admitted to the Partnership as a substituted Limited
Partner, however, the Purchaser nonetheless will have the right to vote each
Unit purchased in the Offer pursuant to the irrevocable appointment by
tendering Limited Partners of the Purchaser (which is an affiliate of the
General Partner) and its managers and designees as proxies with respect to the
Units tendered by such Limited Partners and accepted for payment by the
Purchaser. See Section 3.

IPT already owns (through IPLP) approximately 54% of the outstanding
Units and, therefore, is able to control the outcome of most voting decisions
with respect to the Partnership. This could (i) prevent non-tendering Limited
Partners from taking action they desire but that IPT opposes and (ii) enable
IPT to take action desired by IPT but opposed by non-tendering Limited
Partners. Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including: removal of a general partner and in certain circumstances
election of new or successor general partners; dissolution of the Partnership;
the sale of all or substantially all of the assets of the Partnership; and most
types of amendments to the Limited Partnership Agreement. However, under the
Limited Partnership Agreement, the Partnership may not enter into a "roll-up"
transaction prior to January 1, 2000 unless Limited Partners holding at least
80% of the outstanding Units approve such transaction, and even if the
Purchaser is successful in acquiring the maximum number of Units it is seeking
pursuant to the Offer, IPT will own less than 80% of the outstanding Units and
thus will not by itself be able to control the outcome of a vote with respect
to a "roll-up" transaction prior to January 1, 2000. When voting on these
matters, IPLP and the Purchaser (which are affiliates of the General Partner)
will vote the Units owned by them in whatever manner they deem to be in IPT's
best interests, which, because of their relationship with the General Partner,
also may be in the interest of the General Partner, but may not be in the
interest of other Limited Partners. See Section 7.

Financing Arrangements. The Purchaser (which is an affiliate of the
General Partner) expects to pay for the Units it purchases pursuant to the
Offer with funds provided by IPLP as capital contributions. IPLP in turn
intends to use its cash on hand to make such contributions. See Section 12. It
is possible, however, that in connection with its future financing activities,
IPT or IPLP may cause or request the Purchaser (which is an affiliate of the
General Partner) to pledge the Units as collateral for loans, or otherwise
agree to terms which provide IPT, IPLP and the Purchaser with incentives to
generate substantial near-term cash flow from the Purchaser's investment in the
Units. This could be the case, for example, if a loan has a "bullet" maturity
after a relatively short time or bears a high or increasing interest rate. In
such a situation, the General Partner may experience a conflict of interest

<PAGE>

in seeking to reconcile the best interests of the Partnership with the need of
its affiliates for cash flow from the Partnership's activities.

Transactions with Affiliates. The Partnership, the General Partner and
NPI-AP (which is the property manager for the Partnership) were not affiliates
of Insignia prior to mid-January 1996. Accordingly, this section only discusses
transactions between the Partnership, on the one hand, and Insignia and its
affiliates (including the General Partner and NPI-AP), on the other hand, which
have occurred since mid-January 1996.

Under the Limited Partnership Agreement, the General Partner holds an
interest in the partnership and is entitled to participate in certain cash
distributions made by the Partnership to its partners. The General Partner has
received from the Partnership in respect of its interest in the Partnership a
cash distribution of $10,000 to date in 1997. The Partnership paid NPI-AP
property management fees for property management services in the aggregate
amounts of $311,000 for the year ended December 31, 1996 and $158,000 for the
six-month period ended June 30, 1997. Insignia and its affiliates do not
receive any fees from the Partnership for the asset management or partnership
administration services they provide, although, pursuant to the Limited
Partnership Agreement, the General Partner and its affiliates are reimbursed by
the Partnership for the expenses they incur in connection with providing those
services. 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 in the amounts of
$147,000 for the year ended December 31, 1996 and $67,000 during the first six
months of 1997. The Limited Partnership Agreement also provides for a
non-accountable expense reimbursement to the General Partner of up to $100,000
per year for its services relating to the administration and operation of the
Partnership property. The General Partner was paid $100,000 in 1997 pursuant to
this provision. During 1996, an affiliate of the General Partner was paid
$195,000 in connection with a refinancing of the Partnership's property. Since
January 19, 1996, the Partnership has insured its property under a master
policy through an agency and insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the General Partner who
receives payments on these obligations from the agent. Insignia and the General
Partner believe that the aggregate financial benefit derived by Insignia and
its affiliates from the arrangement described in the three preceding sentences
has been immaterial.

SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT
AND INSIGNIA.

The Purchaser. The Purchaser (which is an affiliate of the General
Partner) is a newly formed entity controlled by IPT and organized for the
purpose of acquiring the Units. The Purchaser is a wholly-owned subsidiary of
IPLP. The Purchaser (which is an affiliate of the General Partner) has not
engaged in any business activity other than in connection with the Offer and
certain other tender offers for units of limited partnership interests in other
IPT Partnerships (as defined below) being made contemporaneously with the
Offer, and has no significant assets or liabilities at the present time. Upon
consummation of the Offer and such other offers, the Purchaser's only
significant assets will be the Units it acquires pursuant to the Offer and the
other limited partnership units it acquires pursuant to such other offers.

The principal executive offices of the Purchaser (which is an
affiliate of the General Partner) are located at One Insignia Financial Plaza,
Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.
For certain information concerning the managers of the Purchaser (which is an
affiliate of the General Partner), see Schedule I to this Offer to Purchase.

IPT and IPLP. IPT was formed by Insignia in May 1996, primarily for
the purpose of acquiring and owning interests in multifamily residential
properties, including limited and general partner interests in limited
partnerships (including the Partnership) which hold such real estate
properties. IPT has been organized and will operate in a manner that will
qualify it to be taxed as a real estate investment trust ("REIT") under the
Code, and it has elected to be taxed as a REIT beginning with its taxable year
ending December 31, 1996. Substantially all of IPT's operations are conducted
through IPLP, which is the operating partnership of IPT, and of which IPT is
presently the sole general partner and Insignia is presently the sole limited
partner.

<PAGE>

In forming IPT, Insignia and its affiliates (i) transferred to IPT
equity interests in corporations comprising or controlling the general partners
of 37 public real estate limited partnerships (including the Partnership) (the
"IPT Partnerships") in exchange for common shares of beneficial interest of IPT
and (ii) transferred to IPLP limited partner interests in the IPT Partnerships
(or equity interests in entities owning limited partner interests in the IPT
Partnerships) in exchange for units of limited partner interest in IPLP. The
IPT Partnerships own, in the aggregate, 184 properties containing approximately
42,000 residential apartment units and approximately 4.2 million square feet of
commercial space. See Schedule IV for a list of the IPT Partnerships and the
percentage of limited partner interests IPLP owns in each.

IPT does not operate as a self-administered and self-managed REIT, but
rather has engaged, and will for the foreseeable future continue to engage,
Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its
affiliates will provide a broad range of services to IPT and IPLP, including
executive advisory, investment advisory, acquisition, administrative, financial
and accounting services, including in connection with the Offer.

On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an
affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated
California business trust ("AMIT"), entered into a definitive merger agreement
(the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and
into IPT, with IPT being the surviving entity, in a stock for stock transaction
(the "AMIT Merger"). AMIT is a public company whose Class A shares trade on the
American Stock Exchange under the symbol ANM. Insignia and its affiliates
currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT
Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the
AMIT Merger is consummated, IPT will become a publicly traded company (IPT
presently intends to apply for listing of its shares on the New York Stock
Exchange), and it is anticipated that Insignia and its affiliates will own
approximately 58% of post-merger IPT, the former AMIT shareholders (other than
Insignia and its affiliates) will own approximately 18% of post-merger IPT, and
the current unaffiliated shareholders of IPT will own the remaining 24% of
post-merger IPT.

The AMIT Merger is expected to be completed sometime in the fourth
quarter of 1997. Consummation of the AMIT Merger is subject to several
conditions, including approval of the AMIT Merger Agreement and the AMIT Merger
by the respective shareholders of IPT and AMIT and the receipt by AMIT of a
fairness opinion from its financial advisor to the effect that the AMIT Merger
is fair to AMIT's shareholders from a financial point of view. Accordingly,
there can be no assurance as to when the AMIT Merger will occur, or that it
will occur at all.

IPT's principal executive offices are located at One Insignia
Financial Plaza, Greenville, South Carolina 29602, and its telephone number is
(864) 239-1000. For certain information concerning the trustees and executive
officers of IPT, see Schedule II to this Offer to Purchase. IPLP does not have
any officers or employees.

Set forth below is certain unaudited consolidated financial
information with respect to IPT and IPLP.

<PAGE>

INSIGNIA PROPERTIES TRUST SELECTED
CONSOLIDATED FINANCIAL INFORMATION (in
thousands, except share and unit data)

SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1997 1996
-------------- ------------
(unaudited) (unaudited)
Statements of Operations Data:
Revenues............................... $ 6,715 $ 7,683
Income Before Extraordinary Item....... $ 1,248 $ 1,535
Net Income............................. $ 1,248 $ 403

Supplemental Data:
Funds From Operations(1)............... $ 8,718 $ 6,691
IPT Common Shares Outstanding.......... 15,501,487 11,168,036
IPLP Units Outstanding................. 8,399,499 8,399,499
--------- ---------
IPT Common Shares Equivalents.......... 23,900,986 19,567,535
========== ==========

Balance Sheets Data:
Cash................................... $ 35,520 $ 4,928
Investments in IPT Partnerships(2)..... $ 124,951 $ 118,741
Long-Term Debt......................... $ 19,950 $ 19,730
Stockholders' Equity(3)................ $ 163,466 $ 121,068

- -------------------
(1) Funds from Operations represent income or loss from real estate operations,
which is net income or loss in accordance with GAAP, excluding gains or
losses from debt restructuring or sales of property, plus depreciation and
provision for impairment.
(2) Represents IPT's investment in 25 of the 37 IPT Partnerships which IPT
accounts for using the equity method. Of the remaining 12 IPT Partnerships,
IPT accounts for 11 using the cost method and one using the consolidation
method.
(3) Includes Insignia's investments in predecessor entities.

Insignia. Insignia is a fully integrated real estate services
organization. Insignia is the largest manager of multi-family residential
properties in the United States and is among the largest managers of commercial
properties. Insignia's real estate services include property management,
providing all of the day-to-day services necessary to operate a property,
whether residential or commercial; asset management, including long-term
financial planning, monitoring and implementing capital improvement plans, and
development and execution of refinancings and dispositions; real estate leasing
and brokerage; maintenance and construction services; marketing and
advertising; investor reporting and accounting; and investment banking,
including assistance in workouts and restructurings, mergers and acquisitions,
and debt and equity securitizations.

Insignia provides property and/or asset management services for
approximately 2,600 properties, which include approximately 270,000 residential
units (including cooperative and condominium units), and in excess of 147
million square feet of retail, commercial and industrial space, located in over
500 cities in 48 states. Insignia currently provides partnership administration
services to approximately 900 limited partnerships having approximately 400,000
limited partners. Insignia is a public company whose stock is traded on the New
York Stock Exchange under the symbol IFS.

Insignia is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning Insignia's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of Insignia's securities, any
material interests of such persons in transactions with Insignia and certain
other matters is required to be disclosed in proxy statements and annual
reports distributed to Insignia's shareholders and filed with the Commission.
Such reports, proxy statements and other information may be inspected

<PAGE>

and copied at the Commission's public reference facilities and should also be
available for inspection in the same manner as set forth with respect to the
Partnership in Section 9.

Insignia's principal executive offices are located at One Insignia
Financial Plaza, Greenville, South Carolina 29602, and its telephone number is
(864) 239-1000. For certain information concerning the directors and executive
officers of Insignia, see Schedule III to this Offer to Purchase.

Set forth below is certain consolidated financial information with
respect to Insignia and its consolidated subsidiaries for its fiscal years
ended December 31, 1996, 1995 and 1994 and the six-month periods ended June 30,
1997 and 1996. More comprehensive financial and other information is included
in Insignia's Annual Report on Form 10-K for the year ended December 31, 1996
(including management's discussion and analysis of financial condition and
results of operations) and in other reports and documents filed by Insignia
with the Commission. The financial information set forth below is qualified in
its entirety by reference to such reports and documents filed with the
Commission and the financial statements and related notes contained therein.
These reports and other documents may be examined and copies thereof may be
obtained in the manner set forth above.

INSIGNIA FINANCIAL GROUP, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
------------------------- -------------------------------------
1997 1996 1996 1995 1994
----------- ------------ ------------ ------------ ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:
Total Revenues.................................. $ 154,527 $ 83,319 $ 227,074 $ 123,032 $ 75,453
Income Before Taxes and Extraordinary Item...... $ 7,630 $ 7,690 $ 14,946 $ 10,093 $ 12,101
Net Income...................................... $ 4,578 $ 4,768 $ 8,564 $ 5,806 $ 7,261
Earnings Per Share.............................. $ 0.14 $ 0.15 $ 0.27 $ 0.20 $ 0.35
</TABLE>

<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, DECEMBER 31,
------------------------- -------------------------------------
1997 1996 1996 1995 1994
----------- ------------ ------------ ------------ ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheets Data:
Cash and Cash Equivalents....................... $ 77,083 $ 57,366 $ 54,614 $ 49,846 $ 36,596
Receivables..................................... $ 58,536 $ 19,101 $ 46,040 $ 26,445 $ 13,572
Total Assets................................ $ 530,224 $ 473,720 $ 492,402 $ 245,409 $ 174,272
Accounts Payable................................ $ 6,965 $ 2,491 $ 1,711 $ 1,497 $ 3,478
Commissions Payable............................. $ 26,937 -- $ 18,736 $ 602 --
Accrued and Sundry Liabilities.................. $ 37,725 $ 27,158 $ 40,741 $ 25,619 $ 18,790
Long-Term Debt.................................. $ 58,674 $ 141,388 $ 69,140 $ 42,996 $ 73,198
Total Liabilities........................... $ 130,301 $ 258,622 $ 130,328 $ 70,714 $ 95,466
Redeemable Convertible Preferred Stock.......... -- -- -- $ 15,000 --
Redeemable Convertible Preferred Securities
of Subsidiary Trust........................... $ 143,978 -- $ 144,169 -- --
Minority Interest of Consolidated Subsidiaries.. $ 31,535 $ 2,690 -- $ 2,682 --
Shareholders' Equity........................ $ 224,410 $ 212,408 $ 217,905 $ 157,013 $ 78,806
</TABLE>

Except as otherwise set forth herein, none of the Purchaser (which is
an affiliate of the General Partner), IPLP, IPT, Insignia or, to the best of
the Purchaser's knowledge, any of the persons listed on Schedules I, II or III
hereto, or any affiliate of the foregoing, (i) beneficially owns or has a right
to acquire any Units, (ii) has effected any transaction in the Units in the
last 60 days, or (iii) has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Partnership, including, but not limited to, contracts, arrangements,
understandings or relationships concerning the transfer or voting thereof,
joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees against loss or the giving or withholding of

<PAGE>

proxies. Andrew L. Farkas, who is the Chairman of the Board, Chief Executive
Officer and President of Insignia and a trustee of IPT, beneficially owns
approximately 28% of Insignia's outstanding common stock and, as a result, may
be deemed to beneficially own the Units owned by IPLP.

SECTION 12. SOURCE OF FUNDS. The Purchaser (which is an affiliate of
the General Partner) expects that approximately $2,960,000 will be required to
purchase 16,000 Units, if tendered, and to pay related fees and expenses. The
Purchaser (which is an affiliate of the General Partner) expects to obtain all
of those funds from IPLP, which in turn intends to use its cash on hand.

SECTION 13. BACKGROUND OF THE OFFER.

Affiliation with the General Partner and NPI-AP. Prior to December
1996, the General Partner was a wholly-owned subsidiary of National Property
Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a
wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of
NPI (and thus all of the outstanding stock of the General Partner). In December
1996, as part of the formation of IPT, Insignia caused NPI to contribute all of
the outstanding stock of the General Partner to IPT. As a result, the General
Partner is now a wholly-owned subsidiary of, and controlled by IPT. NPI-AP,
which is the property manager for the Partnership's properties, is currently an
indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in
January 1996 in connection with its acquisition of NPI and the General Partner.

Prior Tender Offers. Between October 1994 and June 1995, DeForest
Ventures II, L.P. ("DeForest") acquired approximately 32,400 (or approximately
54%) of the outstanding Units, at a purchase price of $107.05 per Unit,
pursuant to a series of tender offers (the "DeForest Tender Offers"). At the
time, DeForest was affiliated with the General Partner but was not an affiliate
of the Purchaser, IPT or Insignia. As a result of a series of transactions that
occurred in connection with transactions described in the preceding paragraph
and the formation of IPT, IPLP now owns all of those Units.

Determination of Purchase Price. In establishing the Purchase Price,
the Purchaser (which is an affiliate of the General Partner) reviewed certain
publicly available information and certain information made available to it by
the General Partner and its other affiliates, including among other things: (i)
the Limited Partnership Agreement, as amended to date; (ii) the Partnership's
Annual Report on Form 10-KSB for the year ended December 31, 1996 and the
Partnership's Quarterly Report on Form 10-QSB for the period ended June 30,
1997; (iii) unaudited results of operations of the Partnership's property for
the period since the beginning of the Partnership's current fiscal year; (iv)
the operating budget prepared by NPI-AP with respect to the Partnership's
property for the year ending December 31, 1997; (v) an independent appraisal of
the Partnership's property; and (vi) other information obtained by NPI-AP,
Insignia and other affiliates in their capacities as providers of property
management, asset management and partnership administration services to the
Partnership. Based on that information, the Purchaser (which is an affiliate of
the General Partner) considered several factors, as discussed below.

Trading History of Units. Secondary market sales activity for the
Units, including privately negotiated sales, has been limited and sporadic.
According to information obtained from the General Partner, from July 1, 1995
to June 30, 1997 an aggregate of 2,976 Units (representing less than 5% of the
total outstanding Units) were transferred (excluding the Units acquired by
Insignia from DeForest in January 1996 and the transfers to IPLP in December
1996 in connection with the formation of IPT). Set forth in the table below are
the high and low sales prices of Units for the quarterly periods from July 1,
1995 to June 30, 1997, as reported by the General Partner and by The
Partnership Spectrum, which is an independent, third-party source. The General
Partner did not begin requesting price-related information in connection with
processing transfers of Units until January 1997. Accordingly, price-related
information for periods prior to January 1997 is not presented under the column
captioned "As Reported by the General Partner" in the table below. The gross
sales prices reported by The Partnership Spectrum do not necessarily reflect
the net sales proceeds received by sellers of Units, which typically are
reduced by commissions and other secondary market transaction costs to amounts
less than the reported prices; thus the Purchaser does not know whether the
information compiled by The Partnership Spectrum is accurate or complete. The
transfer paperwork submitted to the General Partner often does not include the
requested price information or

<PAGE>

contains conflicting information as to the actual sales price; accordingly,
Limited Partners should not rely upon this information as being completely
accurate.

NATIONAL PROPERTY INVESTORS 4
REPORTED SALES PRICES OF PARTNERSHIP UNITS

<TABLE>
<CAPTION>
AS REPORTED BY AS REPORTED BY
THE GENERAL PARTNER(a) THE PARTNERSHIP SPECTRUM(b)
------------------------------- -----------------------------
LOW SALES HIGH SALES LOW SALES HIGH SALES
PRICE PRICE PRICE PRICE
PER UNIT PER UNIT PER UNIT PER UNIT
--------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Fiscal Year Ended December 31, 1997:
Second Quarter.................................... (c) (c) (d) (d)
First Quarter .................................... $68 $127 $144 $160
Fiscal Year Ended December 31, 1996:
Fourth Quarter ................................... n/a n/a (d) (d)
Third Quarter..................................... n/a n/a $115 $115
Second Quarter.................................... n/a n/a (d) (d)
First Quarter..................................... n/a n/a $80 $80
Fiscal Year Ended December 31, 1995:
Fourth Quarter.................................... n/a n/a (d) (d)
Third Quarter..................................... n/a n/a (d) (d)
</TABLE>

- -----------------------
(a) Although the General Partner requests and records information on the
prices at which Units are sold, it does not regularly receive or maintain
information regarding the bid or asked quotations of secondary market
makers, if any. The General Partner processes transfers of Units only four
times per year - on the first day of each calendar quarter. The prices in
the table are based solely on information provided to the General Partner
by sellers and buyers of Units transferred in sale transactions (i.e.,
excluding transactions believed to result from the death of a Limited
Partner, rollover to an Individual Retirement Account, establishment of a
trust, trustee to trustee transfers, termination of a benefit plan,
distributions from a qualified or non-qualified plan, uniform gifts,
abandonment of Units or similar non-sale transactions).
(b) The gross sales prices reported by The Partnership Spectrum do not
necessarily reflect the net sales proceeds received by sellers of Units,
which typically are reduced by commissions and other secondary market
transaction costs to amounts less than the reported prices. The Purchaser
(which is an affiliate of the General Partner) does not know whether the
information compiled by The Partnership Spectrum is accurate or complete.
(c) There was only a single reported sale of Units during the second quarter
of 1997. IPLP purchased 20 Units at a price of $218 per Unit as a result
of a clerical error. Accordingly, this transaction does not represent an
arm's length transaction between a willing buyer and a willing seller and,
therefore, should not necessarily be viewed as indicative of the price at
which a Limited Partner could realistically expect to sell Units in the
secondary market.
(d) No Units were reported by The Partnership Spectrum as having been sold
during the quarter.

The Purchaser (which is an affiliate of the General Partner) believes
that, although secondary market sales information probably is not a reliable
measure of value because of the limited and inefficient nature of the market
for Units, this information may be relevant to a Limited Partner's decision as
to whether to tender its Units pursuant to the Offer. At present, privately
negotiated sales and sales through intermediaries (e.g., through the trading
system operated by Chicago Partnership Board, Inc., which publishes sell offers
by holders of Units) are the only means available to a Limited Partner to
liquidate an investment in Units (other than the Offer) because the Units are
not listed or traded on any exchange or quoted on NASDAQ.

Appraisal. The Partnership's property was appraised as of April 26,
1996 by Koeppel Tener Real Estate Services, Inc. ("KTR"), an independent, third
party appraiser, in connection with a refinancing of the property. The
estimated market value of the fee simple estate of the Partnership's property
specified in the appraisal report was $36,300,000. According to the appraisal
report, the scope of the appraisal included an inspection of the property and
an analysis of the surrounding market. KTR relied principally on the income
capitalization approach to valuation and secondarily on the sales comparison
approach, and represented that its report was prepared in accordance with the
Code of Professional Ethics and Standards of Professional Appraisal Practice of
the Appraisal Institute and the Uniform Standards of Professional Appraisal
Practice, and in compliance with the Appraisal Standards set forth in the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 (known as
"FIRREA"). A copy of the summary of this appraisal has been filed as an exhibit
to the Purchaser's Tender Offer Statement on Schedule 14D-1 filed with the
Commission.

<PAGE>

IPT Formation Values. In connection with the formation of IPT,
Insignia prepared an estimate of the value of the Partnership's property and of
a Unit as of December 31, 1996 for purposes of determining the number of units
of limited partnership interest in IPLP it would receive in exchange for the
Units contributed to IPLP by Insignia and its affiliates. For this purpose,
Insignia estimated the value of the Partnership's property to be $36,300,000
(based on the KTR appraisal) and the value of a Unit to be $326. This property
value estimate is $904,164 (or 2.6%) greater than the Gross Real Estate Value
Estimate described below, principally due to changes in the operating
performance of the property between December 1996 and June 1997; and this Unit
value estimate is $49.39 (or 17.9%) greater than the Estimated Liquidation
Value described below, principally due to two factors: (i) changes in the
Partnership's net current assets between December 1996 and June 1997, and (ii)
this was an estimate of the "net asset value" of a Unit and not the
"liquidation value" of a Unit and, therefore, Insignia did not deduct a 4%
reserve to account for the costs associated with liquidating the Partnership's
property as described below.

Purchaser's Estimate of Gross Real Estate Value. In estimating the
gross real estate value of the Partnership's property, the Purchaser utilized
the capitalization of income approach. The estimate of the gross real estate
value of the Partnership's property prepared by the Purchaser does not purport
to be an estimate of the aggregate fair market value of the Units themselves,
nor should it be viewed as such by Limited Partners. Neither the Purchaser nor
any of its affiliates prepared any estimates of the value of the Partnership's
property based upon any other valuation method.

The following is a description of the methodology employed by the
Purchaser in preparing this estimate (as used below, "net operating income" is
calculated before depreciation, amortization, debt service payments and certain
capital expenditure items):

VILLAGE OF PENNBROOK. In estimating the value of the property, the
Purchaser reviewed the income ($3,178,020) generated by the property for the
six months ended June 30, 1997 (comprised of $3,069,226 of gross rental income
and $108,794 of other income), and then deducted from this amount the total
operating expenses of the property for the first six months of 1997
($1,271,973), resulting in the Purchaser's estimate of net operating income for
the first six months of 1997 ($1,906,047). The Purchaser then annualized this
amount, resulting in estimated annual net operating income of $3,812,094, and
then reduced that annualized net operating income amount by $500 per apartment
unit, representing the Purchaser's estimate of the adjustment that would be
imputed by a third party purchaser in underwriting the operating expenses,
including normal replacement reserves, of the property for valuation purposes.
Finally, the Purchaser capitalized its estimated adjusted net operating income
amount ($3,451,094) at an 9.75% capitalization rate, resulting in an estimated
gross property value of $35,395,836 (the "Gross Real Estate Value Estimate").

Purchaser's Pro Forma Estimate of Net Liquidation Value per Unit. The
Purchaser is offering to purchase Units, which are a relatively illiquid
investment, and is not offering to purchase the Partnership's underlying assets
or assume any of its liabilities. Consequently, the Purchaser does not believe
that the per-Unit amount which might be distributed to Limited Partners
following a future sale of the Partnership's property necessarily reflects the
present fair value of a Unit. Conversely, the realizable value of the
Partnership's assets clearly is a relevant factor in determining the price a
prudent purchaser would offer for Units. In considering this factor, the
Purchaser made a pro forma calculation of the amount each Limited Partner might
receive in a theoretical orderly liquidation of the Partnership (which may not
be realistically possible, particularly in the near term, due to real estate
market conditions, the general difficulty of disposing of real estate in a
short period of time, and other general economic factors), based on the Gross
Real Estate Value Estimate described above and the other considerations
described below. The Purchaser based its pro forma liquidation analysis on the
Gross Real Estate Value Estimate (and thus on the Purchaser's estimate of the
value of the Partnership's property described above), as opposed to the
appraised value of the Partnership's property or the value estimated in
connection with the formation of IPT (as described above), because the
Purchaser believes that the Gross Real Estate Value Estimate represents the
best estimate, based on currently available information, of the value of the
Partnership's property.

<PAGE>

In estimating the pro forma net liquidation value per Unit, the
Purchaser adjusted its Gross Real Estate Value Estimate of $35,395,836 to
reflect the Partnership's other assets and liabilities (excluding prepaid and
deferred expenses). Specifically, the Purchaser added the amounts of cash,
accounts receivable and escrow deposits shown on the Partnership's unaudited
balance sheet at June 30, 1997 ($3,706,000), and subtracted the mortgage debt
encumbering the Partnership's property ($19,300,000) and all other liabilities
shown on that balance sheet ($648,000). The Purchaser then deducted from that
amount $1,415,833, representing a reserve equal to 4% of the Gross Real Estate
Value Estimate (which represents the Purchaser's estimate of the probable costs
of brokerage commissions, real estate transfer taxes and other disposition
expenses). The result, $17,738,003, represents the Purchaser's pro forma
estimate of the aggregate net liquidation proceeds (before provision for the
costs described in the following sentence) which could be realized on an
orderly liquidation of the Limited Partnership, based on the assumptions
implicit in the calculations described above. The Purchaser did not, however,
deduct any amounts in respect of the legal and other costs which the Purchaser
expects would be incurred in a liquidation, including costs of negotiating
purchase and sale contracts, possibly conducting a consent solicitation in
order to obtain the Limited Partners' approvals for the sales as may be
required by the Limited Partnership Agreement, and winding up the Partnership,
because of the difficulty of estimating those amounts.

To complete its pro forma estimate of the amount of the theoretical
liquidation proceeds that would be distributable per Unit, the Purchaser then
deducted $1,139,925 (which represents the 9% incentive compensation fee payable
to the General Partner under the Limited Partnership Agreement), and the
remaining $16,598,077 was then divided by the 60,005 Units reported as
outstanding by the General Partner as of August 1, 1997. The resulting
estimated pro forma liquidation value was $276.61 per Unit (the "Estimated
Liquidation Value"), before provision for the legal and other costs of
liquidating the Partnership described in the last sentence of the preceding
paragraph.

The Purchaser's pro forma liquidation analysis described above is
merely theoretical and does not itself reflect the value of the Units because
(i) there is no assurance that any such liquidation in fact will occur in the
foreseeable future and (ii) any liquidation in which the estimated fair market
values described above might be realized would take an extended period of time
(at least a year, and quite possibly significantly longer), during which time
the Partnership and its partners would continue to be exposed to the risk of
fluctuations in asset values because of changing market conditions and other
factors. If this property were sold in a transaction in which the Partnership
is required to indemnify the buyer for matters arising after the closing, a
portion of the sales proceeds could be held by the Partnership until all
possible claims were satisfied, further extending the delay in the receipt by
the Limited Partners of liquidation proceeds. In light of these factors, the
Purchaser (which is an affiliate of the General Partner) believes the actual
current value of the Units is substantially less than its estimate of the
Estimated Liquidation Value. Conversely, there is a substantial possibility
that the per-Unit value realized in an orderly liquidation could be greater
than the Estimated Liquidation Value. A reduction in either operating expenses
or capital expenditures from the levels reflected in the property's operating
statement for the six months ending June 30, 1997 would result in a higher
liquidation value under the method described above. Similarly, a higher
liquidation value would result if a buyer applied a lower capitalization rate
(reflecting a willingness to accept a lower rate of return on its investment)
to the net operating income generated by the Partnership's property than the
capitalization rate applied by the Purchaser. For example, a 5% increase or
decrease in the value of the Partnership's property would produce a
corresponding increase or decrease in the Estimated Liquidation Value of
approximately $21.50 per Unit. Furthermore, the analysis described above is
based on a series of assumptions, some of which may not be correct.
Accordingly, this analysis should be viewed merely as indicative of the
Purchaser's approach to valuing Units and not as any way predictive of the
likely result of any future transactions.

<PAGE>

SECTION 14. CONDITIONS OF THE OFFER. Notwithstanding any other term of
the Offer, the Purchaser (which is an affiliate of the General Partner) will
not be required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained.
Furthermore, notwithstanding any other term of the Offer and in addition to the
Purchaser's right to withdraw the Offer at any time before the Expiration Date,
the Purchaser (which is an affiliate of the General Partner) will not be
required to accept for payment or pay for any Units not theretofore accepted
for payment or paid for and may terminate or amend the Offer as to such Units
if, at any time on or after the date of the Offer and before the Expiration
Date, any of the following conditions exists:

(a) a preliminary or permanent injunction or other order of any
federal or state court, government or governmental authority or agency shall
have been issued and shall remain in effect which (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the Offer
or the acceptance for payment, purchase of or payment for any Units by the
Purchaser (which is an affiliate of the General Partner), (ii) imposes or
confirms limitations on the ability of the Purchaser effectively to exercise
full rights of ownership of any Units, including without limitation the right
to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise
on all matters properly presented to the Partnership's Limited Partners, (iii)
requires divestiture by the Purchaser of any Units, (iv) causes any material
diminution of the benefits to be derived by the Purchaser as a result of the
transactions contemplated by the Offer, or (v) might materially adversely
affect the business, properties, assets, liabilities, financial condition,
operations, results of operations or prospects of the Purchaser or the
Partnership;

(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental
authority or agency, which might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a) above;

(c) any change or development shall have occurred or been threatened
since the date of the Offer to Purchase, in the business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects of the Partnership, which is or may be materially adverse to the
Partnership, or the Purchaser (which is an affiliate of the General Partner)
shall have become aware of any fact that does or may have a material adverse
effect on the value of the Units;

(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of, or
imposition of a limitation on, the markets thereof, or (vi) in the case of any
of the foregoing existing at the time of the commencement of the Offer, a
material acceleration or worsening thereof; or

(e) it shall have been publicly disclosed or the Purchaser (which is
an affiliate of the General Partner) shall have otherwise learned that (i) more
than ten percent of the outstanding Units have been or are proposed to be
acquired by another person (including a "group" within the meaning of Section
13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such
date had filed a Statement with the Commission pursuant to Section 13(d) or (g)
of the Exchange Act has increased or proposes to increase the number of Units
beneficially owned by such person or group as disclosed in such Statement by
two percent or more of the outstanding Units.

The foregoing conditions are for the sole benefit of the Purchaser
(which is an affiliate of the General Partner) and may be asserted by the
Purchaser regardless of the circumstances giving rise to such conditions or may
be waived by the Purchaser in whole or in part at any time and from time to
time in its sole discretion. Any

<PAGE>

determination by the Purchaser (which is an affiliate of the General Partner)
concerning the events described above will be final and binding upon all
parties.

SECTION 15. CERTAIN LEGAL MATTERS.

General. The Purchaser (which is an affiliate of the General Partner)
is not aware of any filings, approvals or other actions by any domestic or
foreign governmental or administrative agency that would be required prior to
the acquisition of Units by the Purchaser (which is an affiliate of the General
Partner) pursuant to the Offer, other than the filing of a Tender Offer
Statement on Schedule 14D-1 with the Commission (which has already been filed)
and any required amendments thereto. Should any such approval or other action
be required, it is the Purchaser's present intention that such additional
approval or action would be sought. Although there is no present intent to
delay the purchase of Units tendered pursuant to the Offer pending receipt of
any such additional approval or the taking of any such action, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Partnership's business, or that certain parts of the
Partnership's business might not have to be disposed of or other substantial
conditions complied with in order to obtain such approval or action, any of
which could cause the Purchaser (which is an affiliate of the General Partner)
to elect to terminate the Offer without purchasing Units thereunder.

Antitrust. The Purchaser (which is an affiliate of the General
Partner) does not believe that the Hart-ScottRodino Antitrust Improvements Act
of 1976, as amended, is applicable to the acquisition of Units contemplated by
the Offer.

Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.

SECTION 16. FEES AND EXPENSES. Except as set forth in this Section 16,
the Purchaser (which is an affiliate of the General Partner) will not pay any
fees or commissions to any broker, dealer or other person for soliciting
tenders of Units pursuant to the Offer. The Purchaser (which is an affiliate of
the General Partner) has retained Beacon Hill Partners, Inc. to act as
Information Agent and Harris Trust Company of New York to act as Depositary in
connection with the Offer. The Purchaser (which is an affiliate of the General
Partner) will pay the Information Agent and the Depositary reasonable and
customary compensation for their respective services in connection with the
Offer, plus reimbursement for out-of-pocket expenses, and has agreed to
indemnify the Information Agent and the Depositary against certain liabilities
and expenses in connection therewith, including liabilities under the federal
securities laws. The Purchaser (which is an affiliate of the General Partner)
will also pay all costs and expenses of printing and mailing the Offer and its
legal fees and expenses.

SECTION 17. MISCELLANEOUS. The Purchaser (which is an affiliate of the
General Partner) is not aware of any jurisdiction in which the making of the
Offer is not in compliance with applicable law. If the Purchaser (which is an
affiliate of the General Partner) becomes aware of any jurisdiction in which
the making of the Offer would not be in compliance with applicable law, the
Purchaser will make a good faith effort to comply with any such law. If, after
such good faith effort, the Purchaser (which is an affiliate of the General
Partner) cannot comply with any such law, the Offer will not be made to (nor
will tenders be accepted from or on behalf of) Limited Partners residing in
such jurisdiction. In those jurisdictions whose securities or blue sky laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Purchaser (which is an affiliate of the
General Partner) by one or more registered brokers or dealers licensed under
the laws of that jurisdiction.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser (which is an affiliate of the General
Partner) not contained in this Offer to Purchase or in the Assignment of
Partnership Interest and, if given or made, such information or representation
must not be relied upon as having been authorized.

<PAGE>

The Purchaser (which is an affiliate of the General Partner), IPLP,
IPT and Insignia have filed with the Commission a Tender Offer Statement on
Schedule 14D-1, pursuant to Rule 14d-3 under the Exchange Act, furnishing
certain additional information with respect to the Offer, and may file
amendments thereto. The Schedule 14D-1 and any amendments thereto, including
exhibits, may be inspected and copies may be obtained at the same places and in
the same manner as set forth in Section 9 (except that they will not be
available at the regional offices of the Commission).

IPLP ACQUISITION I LLC

AUGUST 28, 1997

<PAGE>

SCHEDULE I

INFORMATION REGARDING THE MANAGERS OF THE PURCHASER

Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the managers of the Purchaser. Each
person identified below is employed by Insignia and is a United States citizen.
The principal business address of the Purchaser and, unless otherwise
indicated, the business address of each person identified below, is One
Insignia Financial Plaza, Greenville, South Carolina 29602.

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- -------------------------------
<S> <C>

Jeffrey P. Cohen Jeffrey P. Cohen has been a Manager of the Purchaser since its inception in
375 Park Avenue August 1997. For additional information regarding Mr. Cohen, see Schedule
Suite 3401 II.
New York, NY 10152

John K. Lines John K. Lines has been a Manager of the Purchaser since its inception in
August 1997. For additional information regarding Mr. Lines, see Schedules
II and III.

Ronald Uretta Ronald Uretta has been a Manager of the Purchaser since its inception in
August 1997. For additional information regarding Mr. Uretta, see Schedules
II and III.

</TABLE>

S-1

<PAGE>

SCHEDULE II

INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT

Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the trustees and executive officers
of IPT. Each person identified below is employed by Insignia and is a United
States citizen. The principal business address of IPT and, unless otherwise
indicated, the business address of each person identified below, is One
Insignia Financial Plaza, Greenville, South Carolina 29602. Trustees are
identified by an asterisk.

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Andrew L. Farkas* Andrew L. Farkas has served as a Trustee of IPT since
December 1996, and has served as Chairman of the Board of
Trustees of IPT since January 1997. For additional information
regarding Mr. Farkas, see Schedule III.

James A. Aston* James A. Aston has served as a Trustee and President of IPT since
its inception in May 1996. For additional information regarding
Mr. Aston, see Schedule III.

Frank M. Garrison* Frank M. Garrison has served as a Trustee of IPT since December
102 Woodmont Boulevard 1996. Mr. Garrison also served as an Executive Managing
Suite 400 Director of IPT from January 1997 to April 1997. For additional
Nashville, TN 37205 information regarding Mr. Garrison, see Schedule III.

Jeffrey P. Cohen Jeffrey P. Cohen has served as a Senior Vice President of IPT
375 Park Avenue since August 1997, and served as a Vice President of IPT from
Suite 3401 June 1997 until August 1997. Since April 1997, Mr. Cohen's
New York, NY 10152 principal occupation has been to serve as a Senior Vice President
-- Investment Banking of Insignia. Prior to April 1997, Mr.
Cohen's principal occupation was as an attorney with the law firm
of Rogers & Wells, New York, New York.

William D. Falls William D. Falls has served as the Controller of IPT since August
1997. Since April 1995, Mr. Falls' principal occupation has been
to serve as an accountant with Insignia. Prior to April 1995, Mr.
Falls' principal occupation was as a senior auditor with the
accounting firm of Ernst & Young LLP.

William H. Jarrard, Jr. William H. Jarrard, Jr. has served as a Senior Vice President of
IPT since August 1997, and served as Vice President and Director
of Operations of IPT from December 1996 until August 1997. For
additional information regarding Mr. Jarrard, see Schedule III.

John K. Lines John K. Lines has served as Secretary of IPT since December
1996, and has served as a Senior Vice President of IPT since
August 1997. Mr. Lines served as a Vice President IPT from May
1996 until August 1997. For additional information regarding Mr.
Lines, see Schedule III.
</TABLE>

S-2

<PAGE>

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Ronald Uretta Ronald Uretta has served as Treasurer of IPT since December
1996, and has served as a Senior Vice President of IPT since
August 1997. Mr. Uretta served as a Vice President of IPT from
December 1996 until August 1997 and as Chief Financial Officer
of IPT from May 1996 until December 1996. For additional
information regarding Mr. Uretta, see Schedule III.

Carroll D. Vinson Carroll D. Vinson has served as Chief Operating
Officer of IPT since May 1997. Since August 1994, Mr. Vinson's
principal occupation has been to serve as President of the
various corporate general partners of partnerships
controlled by Metropolitan Asset Enhancement, L.P., which is
an affiliate of Insignia.

</TABLE>

S-3

<PAGE>

SCHEDULE III

INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA

Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the directors and executive
officers of Insignia. Unless otherwise indicated, each person identified below
is employed by Insignia and is a United States citizen. The principal business
address of Insignia and, unless otherwise indicated, the business address of
each person identified below, is One Insignia Financial Plaza, Greenville,
South Carolina 29602. Directors are identified by an asterisk.

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Andrew L. Farkas* Andrew L. Farkas has been a Director and Chairman, President and Chief
Executive Officer of Insignia since its inception in January 1991. Mr. Farkas
has also been President of Metropolitan Asset Group, Ltd. ("MAG"), a real
estate investment banking firm, since 1983.

Robert J. Denison* Robert J. Denison has been a Director of Insignia since May 1996. For more
1212 North Summit Drive than the past five years, Mr. Denison's principal occupation has been as a
Santa Fe, NM 87501 General Partner of First Security Company II, L.P., an investment advisory firm.

Robin L. Farkas* Robin L. Farkas has been a Director of Insignia since August 1993. Mr.
730 Park Avenue Farkas is the retired Chairman of the Board and Chief Executive Officer of
New York, NY 10021 Alexander's Inc., a real estate company. He also serves as a director of Refac
Technology Development Corporation, Noodle Kiddoodle, and Containerways
International Ltd.

Merril M. Halpern* Merril M. Halpern has been a Director of Insignia since August 1993. For
535 Madison Avenue more than the past five years, Mr. Halpern's principal occupation has been as
New York, NY 10022 Chairman of the Board of Directors and Co-Chief Executive Officer of
Charterhouse Group International, Inc., a privately-owned
investment firm which, among other things, actively engages in making private
equity investments in a broad range of industrial and service companies located
primarily in the United States. Mr. Halpern is also a director of American
Disposal Services, Inc., Designer Holdings Ltd. and Microwave Power Devices, Inc.

Robert G. Koen* Robert G. Koen has been a Director of Insignia since August 1993. Since
125 West 55th Street February 1996, Mr. Koen has been a partner in the law firm of Akin, Gump,
New York, NY 10019 Strauss, Hauer & Feld, which represents Insignia and certain of its affiliates
from time to time. From January 1991 to February 1996, Mr. Koen was a
partner in the law firm LeBoeuf, Lamb, Greene & MacRae.

Michael I. Lipstein* Michael I. Lipstein has been a Director of Insignia since August 1993. For
110 East 59th Street more than the past five years, Mr.Lipstein's principal occupation has been as
New York, NY 10022 a self-employed consultant in the real estate business, including ownership,
management and lending.
</TABLE>

S-4

<PAGE>

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Buck Mickel* Buck Mickel has been a Director of Insignia since August 1993. For more
301 N. Main Street than the past five years, Mr. Mickel's principal occupation has been to serve
Greenville, SC 29601 as Chairman of the Board and Chief Executive Officer of RSI Holdings, a
company which distributes outdoor equipment. Mr. Mickel is also a
director of Fluor Corporation, The Liberty Corporation, NationsBank
Corporation, Emergent Group, Inc., Delta Woodside Industries, Inc.,
Duke Power Company, and Textile Hall Corporation.

James A. Aston James A. Aston's principal employment has been with Insignia for more than
the past five years. Mr. Aston currently serves as Chief Financial Officer of
Insignia (since August 1996) and with the Office of the Chairman (since July 1994).

Albert J. Frazia Albert Frazia has been a Senior Vice President -- Human Resources of
Insignia since August 1997. Prior to August 1997, Mr. Frazia's principal
employment for more than the prior five years was as Director -- Human
Resources of E&Y Kenneth Leventhal Real Estate Group, New York, New York.

Frank M. Garrison Frank M. Garrison's principal employment has been with Insignia for more
102 Woodmont Boulevard than the past five years. Mr. Garrison currently serves as an Executive
Suite 400 Managing Director of Insignia (since July 1994) and as President of Insignia
Nashville, TN 37205 Financial Services, a division of Insignia (since July 1994).

Jeffrey L. Goldberg Jeffrey L. Goldberg's principal employment has been with Insignia for more
375 Park Avenue than the past five years. Mr. Goldberg currently serves as a Managing
Suite 3401 Director -- Investment Banking of Insignia (since July 1994).
New York, NY 10152

Edward S. Gordon Edward S. Gordon has been with the Office of the Chairman of Insignia since
200 Park Avenue July 1996. Prior to July 1996, Mr. Gordon's principal employment for more
New York, NY 10166 than the prior five years was as a founder and Chairman of Edward S. Gordon
Company, Incorporated ("ESG"), a commercial property management and
brokerage firm located in New York, New York that was acquired by
Insignia in June 1996.

Albert H. Gossett Albert H. Gossett's principal employment has been with Insignia for more than
the past five years. Mr. Gossett currently serves as a Senior Vice President of
Insignia (since July 1994) and as Chief Information Officer of Insignia (since
January 1991).

Henry Horowitz Henry Horowitz's principal employment has been with Insignia since January
1993. Mr. Horowitz currently serves as an Executive Managing Director of
Insignia (since June 1994) and Chief Operating Officer of Insignia Commercial
Group (since January 1997). From January 1987 to January 1993, Mr.
Horowitz's principal employment was as Chief Executive Officer of First Resource Realty,
Inc., a commercial property management organization located
in Oklahoma that Insignia acquired in January 1993.

William H. Jarrard, Jr. William H. Jarrard, Jr.'s principal employment has been with Insignia for
more than the past five years. Mr. Jarrard currently serves as Managing
Director -- Partnership Administration of Insignia (since January 1994).

</TABLE>

S-5

<PAGE>

PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Neil Kreisel Neil Kreisel has been an Executive Managing Director of Insignia since
909 Third Avenue September 1995 and President of Insignia Residential Group since September
New York, NY 10022 1997. Prior to September 1995, Mr. Kreisel's principal occupation was to
serve as President and Chief Executive Officer of Kreisel
Company, Inc., a residential property management firm located
in New York, New York which Insignia acquired in September 1995.

John K. Lines John K. Lines has been General Counsel of Insignia since June 1994 and
Secretary since July 1994. From May 1993 until June 1994, Mr. Lines'
principal employment was as Assistant General Counsel and Vice President of Ocwen
Financial Corporation, a thrift holding company located in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines' principal employment
was as Senior Attorney of Banc One Corporation, a bank holding company in Columbus, Ohio.

Martha Long Martha Long has been a Senior Vice President -- Finance of Insignia since
January 1997 and Controller of Insignia since June 1994. Prior to June 1994,
Ms. Long was Senior Vice President and Controller of The First Savings Bank
located in Greenville, South Carolina.

Stephen C. Schoenbaechler Stephen C. Schoenbaechler's principal employment has been with Insignia for
more than the past five years. Mr. Schoenbaechler currently serves as a
Senior Vice President -- Investment Banking of Insignia (since April 1997).

Thomas R. Shuler Thomas R. Shuler's principal employment has been with Insignia for more
than the past five years. Mr. Shuler currently serves as Chief Operating
Officer of Insignia Residential Group (since January 1997).

Stephen B. Siegel Stephen B. Siegel has been an Executive Managing Director of Insignia since
200 Park Avenue July 1996 and President of Insignia Commercial Group since January 1997.
New York, NY 10166 From February 1992 until July 1996, Mr. Siegel's principal employment was
as President of ESG.

Ronald Uretta Ronald Uretta's principal employment has been with Insignia for more than the
past five years. Mr. Uretta currently serves as Chief Operating Officer (since
August 1996) and Treasurer (since January 1992) of Insignia.
</TABLE>

S-6

<PAGE>

SCHEDULE IV

IPT PARTNERSHIPS

% OF LIMITED PARTNER
PARTNERSHIP NAME INTERESTS OWNED BY IPLP(a)

Consolidated Capital Growth Fund 39.2%
Consolidated Capital Institutional Properties 25.1%
Consolidated Capital Properties/2 1.7%
Consolidated Capital Institutional Properties/3 11.1%
Consolidated Capital Properties III 25.0%
Consolidated Capital Properties IV 19.3%
Consolidated Capital Properties V (b)
Consolidated Capital Properties VI 22.9%
Shelter Properties I Limited Partnership 39.2%
Shelter Properties II Limited Partnership 33.1%
Shelter Properties III Limited Partnership 33.7%
Shelter Properties IV Limited Partnership(c) (b)
Shelter Properties V Limited Partnership 38.1%
Shelter Properties VI Limited Partnership 27.1%
Shelter Properties VII Limited Partnership 1.8%
National Property Investors III 44.6%
National Property Investors 4 54.1%
National Property Investors 5 45.0%
National Property Investors 6 43.6%
National Property Investors 7 41.9%
National Property Investors 8 37.0%
Century Properties Fund XIV 41.3%
Century Properties Fund XV 39.6%
Century Properties Fund XVI 36.6%
Century Properties Fund XVII 34.6%
Century Properties Fund XVIII 29.0%
Century Properties Fund XIX 28.2%
Century Properties Fund XX (b)
Century Properties Growth Fund XXII 20.8%
Century Pension Income Fund XXIII (b)
Century Pension Income Fund XXIV (b)
Johnstown/Consolidated Income Partners 9.1%
Johnstown/Consolidated Income Partners/2 (b)
Davidson Growth Plus, L.P. 8.5%
Multi-Benefit Realty Fund 87-1 (b)
U.S. Realty Partners, L.P. (b)
Fox Strategic Housing Income Partners (b)

- -----------------------------
(a) As of August 15, 1997.
(b) Indicates that less than 1% of the outstanding limited partner interests
are owned by IPLP.
(c) IPLP holds an option to acquire approximately 31.0% of the limited partner
interests in Shelter Properties IV from Insignia and its affiliates, in
exchange for additional units of limited partner interest in IPLP. This
option is exercisable by IPT on or before December 31, 1997, and IPT
presently expects that it will exercise the option before it expires.

S-7

<PAGE>

Manually signed copies of the Assignment of Partnership Interest will
be accepted. The Assignment of Partnership Interest and any other required
documents should be sent or delivered by each Limited Partner or such Limited
Partner's broker, dealer, bank, trust company or other nominee to the
Depositary as set forth below.

The Depositary for the Offer is:

HARRIS TRUST COMPANY OF NEW YORK

By Mail: By Hand/Overnight Delivery:

Wall Street Station Receive Window
P.O. Box 1023 77 Water Street, 5th Floor
New York, New York 10268-1023 New York, New York 10005

Telephone:

(212) 701-7624

Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Assignment of Partnership Interest may be directed to
the Information Agent at its telephone number and address listed below. You may
also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.

The Information Agent for the Offer is:

BEACON HILL PARTNERS, INC.

90 Broad Street
20th Floor
New York, New York 10004

(800) 854-9486
(Toll Free)

(212) 843-8500
(Call Collect)

<PAGE>

ASSIGNMENT OF PARTNERSHIP INTEREST
FOR THE TENDER OF UNITS OF LIMITED PARTNERSHIP INTEREST IN
NATIONAL PROPERTY INVESTORS 4
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 28, 1997

- ------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK TIME, ON SEPTEMBER 25, 1997, UNLESS THE OFFER IS EXTENDED
- ------------------------------------------------------------------------------

The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK

By Mail: By Hand/Overnight Delivery:

Wall Street Station Receive Window
P.O. Box 1023 77 Water Street, 5th Floor
New York, New York 10268-1023 New York, New York 10005

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THIS ASSIGNMENT
OF PARTNERSHIP INTEREST, PLEASE CALL OUR INFORMATION AGENT, BEACON HILL
PARTNERS, TOLL FREE AT (800) 854-9486.

DELIVERY OF THIS ASSIGNMENT OF PARTNERSHIP INTEREST OR ANY OTHER REQUIRED
DOCUMENTS TO AN ADDRESS OTHER THAN THE ONE SET FORTH ABOVE DOES NOT CONSTITUTE
VALID DELIVERY.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

The undersigned hereby tenders to IPLP Acquisition I LLC, a Delaware
limited liability company (the "Purchaser"), the number of the undersigned's
units of limited partnership interest ("Units") in National Property
Investors 4, a California limited partnership (the "Partnership"), specified
below, at a price of $180 per Unit (the "Purchase Price"), net to the seller
in cash, upon the terms and subject to the conditions set forth in the offer
to purchase dated August 28, 1997 (the "Offer to Purchase"), receipt of which
is hereby acknowledged, and in this Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer"). The undersigned understands and agrees that the Purchase Price will
automatically be reduced by the aggregate amount of distributions per Unit, if
any, made by the Partnership on or after August 28, 1997 and prior to the date
on which the Purchaser pays for the Units purchased pursuant to the Offer.
Holders of Units ("Limited Partners") who tender their Units will not be
obligated to pay any commissions or Partnership transfer fees, which
commissions and Partnership transfer fees, if any, will be borne by the
Purchaser. The Purchaser reserves the right to transfer or assign, in whole or
from time to time in part, to one or more of its affiliates, the right to
purchase Units tendered pursuant to the Offer.

Subject to and effective upon acceptance for payment of and payment for
the Units tendered hereby, the undersigned hereby sells, assigns and transfers
to or upon the order of the Purchaser all right, title and interest in and to
all of the Units tendered hereby. The undersigned understands that upon
acceptance for payment of and payment for the tendered Units, the Purchaser
will be entitled to seek admission to the Partnership as a substituted Limited
Partner in substitution for the undersigned as to all the tendered Units.

The undersigned irrevocably appoints the Purchaser and its managers and
designees as the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to exercise all voting and other rights with
respect to the Units tendered by the undersigned and purchased by the
Purchaser. Such power of attorney and proxy shall be considered coupled with
an interest in the tendered Units and is irrevocable. When the Units tendered
hereby are accepted for payment pursuant to the Offer, all prior proxies and
powers given by the undersigned with respect to the Units will, without
further action, be revoked, and no subsequent proxies or powers may be given
(and if given will not be effective). The Purchaser and its managers and
designees will, with respect to the Units, be empowered to exercise all voting
and other rights of the undersigned as they in their sole discretion may deem
proper, whether at any meeting of the Partnership's Limited Partners, by
written consent or otherwise, subject to the restrictions in the Limited
Partnership Agreement of the Partnership. The foregoing proxy and power may be
exercised by the Purchaser or any of the other persons referred to above
acting alone.

In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (a) appoints the Purchaser and its managers and
designees (each an "Agent") as the undersigned's attorneys-in-fact, each with
full power of substitution, with an irrevocable instruction to the Agent to
execute all or any instrument of transfer and/or other documents in the
Agent's discretion in relation to the Units tendered hereby and accepted for
payment by the Purchaser, and to do all such other acts and things as may in
the opinion of the Agent be necessary or expedient for the purpose of, or in
connection with, the undersigned's acceptance of the Offer and to vest in the
Purchaser, or as it may direct, those Units, effective when, and only to the
extent that, the Purchaser accepts the tendered Units for payment; (b)
authorizes and requests the Partnership and general partner (the "General
Partner") to take any and all acts as may be required to effect the transfer
of the undersigned's Units to the Purchaser (or its designee) and admit the

<PAGE>

Purchaser (or its designee) as a substituted Limited Partner in the
Partnership; (c) assigns to the Purchaser and its assigns all of the right,
title and interest of the undersigned in and to any and all distributions made
by the Partnership from and after the expiration of the Offer in respect of
the Units tendered by the undersigned; (d) grants to the Purchaser and its
assigns the right to receive any and all distributions made by the Partnership
on or after the date on which the Purchaser pays for the Units tendered by the
undersigned (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; (e) empowers the Purchaser and the Agent to execute and deliver
to the 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
Limited Partner 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 Limited Partner; and (f) agrees not to exercise any rights
pertaining to the Units without the prior consent of the Purchaser.

The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby and has full power and authority to validly tender,
sell, assign and transfer the Units tendered hereby and that when the same 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 or other obligations
relating to the sale or transfer thereof, and such Units will not be subject
to any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the Units tendered hereby.

The undersigned understands that a tender of Units pursuant to the
procedures described in the Offer to Purchase and in the Instructions to this
Assignment of Partnership Interest will constitute a binding agreement between
the undersigned and the Purchaser upon the terms and subject to the conditions
of the Offer. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.

THIS TENDER IS IRREVOCABLE, EXCEPT THAT UNITS TENDERED PURSUANT TO THE
OFFER MAY BE WITHDRAWN AS DESCRIBED IN SECTION 4 OF THE OFFER TO PURCHASE.

<PAGE>

<TABLE>
PLEASE COMPLETE ALL SHADED AREAS
SIGN HERE TO TENDER YOUR UNITS
<S> <C>

B
O
X

- ----------------------------------------------------------------------------------------------------------------------------------
The undersigned hereby tenders the number of Units specified below pursuant to the terms of the Offer. The undersigned hereby
certifies, under penalties of perjury, that the information and representations provided in Boxes A, B and C of this Assignment of
Partnership Interest, which have been duly completed by the undersigned, are true and correct as of the date hereof.

X ________________________________________________________ ADDRESS: ________________________________________________________

X ________________________________________________________ _________________________________________________________________
SIGNATURE(S) OF LIMITED PARTNER (INCLUDE ZIP CODE)

(THE ADDRESS PROVIDED ABOVE MUST BE THE REGISTERED ADDRESS OF THE
LIMITED PARTNER)

DATE:_____________________________________________________ ______________________________ ______________________________
AREA CODE AND SOCIAL SECURITY NUMBER
(MUST BE SIGNED BY REGISTERED LIMITED PARTNER EXACTLY AS TELEPHONE NUMBER OR TAXPAYER IDENTIFICATION
NAME(S) APPEAR(S) IN THE PARTNERSHIP'S RECORDS. IF SIGNATURE
IS BY AN OFFICER OF A CORPORATION, ATTORNEY-IN-FACT, AGENT,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER PERSON(S) NUMBER OF NUMBER OF
ACTING IN FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE UNITS TENDERED:_____________ UNITS OWNED:____________
COMPLETE THE LINE CAPTIONED "CAPACITY (FULL TITLE)"
AND SEE INSTRUCTION 5.)

PRINT NAME(S):____________________________________________

____________________________________________ (If no indication is given, all Units owned of record by the
Limited Partner will be deemed tendered.)
CAPACITY (FULL TITLE):____________________________________

- ----------------------------------------------------------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)

AUTHORIZED SIGNATURE:______________________________________ NAME OF FIRM:________________________________________________

NAME:______________________________________________________ ADDRESS:_____________________________________________________

DATE:______________________________________________________ AREA CODE AND TEL. NO.:______________________________________
- ---------------------------------------------------------------------------------------------------------------------------------

IMPORTANT!
LIMITED PARTNERS MUST ALSO COMPLETE BOTH BOX B AND BOX C BELOW.

B
O
X

- --------------------------------------------------------------------------------------------------------------------------------

SUBSTITUTE PART 1-- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND _____________________________
Form W-9 CERTIFY BY SIGNING AND DATING BELOW Social Security Number(s) or
Department of Employer Identification Number
the Treasury
Internal Revenue Service
---------------------------------------------------------------------------------------------------------------

PAYER'S PART 2-- Certification-- Under penalties of perjury, I certify that: (1) The number shown on this form is my
REQUEST FOR correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not
TAXPAYER subject to back-up withholding either because I have not been notified by the Internal Revenue Service
IDENTIFICATION ("IRS") that I am subject to back-up withholding as a result of failure to report all interest or dividends,
NUMBER (TIN) or the IRS has notified me that I am no longer subject to back-up withholding.
---------------------------------------------------------------------------------------------------------------

Certification Instructions -- You must cross out item (2) above if you have been PART 3 -
notified by the IRS that you are subject to back-up withholding because of AWAITING TIN [ ]
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to back-up withholding you received another
notification from the IRS that you are no longer subject to back-up withholding, do not
cross out item (2).

SIGNATURE:____________________________________________________ DATE:_________________________________

- ---------------------------------------------------------------------------------------------------------------------------------

<PAGE>

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
*(TO BE COMPLETED ONLY IF THE BOX IN PART 3 ABOVE IS CHECKED)

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) 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 (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within sixty days, 31 percent of all reportable payments made
to me thereafter will be withheld until I provide a number.

- ---------------------------------------------- ----------------------------------------------
SIGNATURE SIGNATURE

B
O
X

- --------------------------------------------------------------------------------------------------------------------------------
FIRPTA AFFIDAVIT -- CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if
the transferor is a foreign person. To inform the Purchaser that withholding of tax is not required upon this disposition of a U.S.
real property interest, the undersigned hereby certifies the following on behalf of the tendering Limited Partner named above:

1. The Limited Partner, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations);

2. The Limited Partner's Social Security Number (for individuals) or Employer Identification Number (for non-individuals)
is:______________________________________________________________________________________________________________;
and

3. The Limited Partner's address is: _______________________________________________________________________________.

I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false
statement I have made here could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it
is true, correct and complete.

- ---------------------------------------------- ----------------------------------------------
Signature Signature

Title:________________________________________ Title:________________________________________

</TABLE>

<PAGE>

INSTRUCTIONS
TO
ASSIGNMENT OF PARTNERSHIP INTEREST
FOR
NATIONAL PROPERTY INVESTORS 4

FORMING PART OF TERMS AND CONDITIONS OF THE OFFER
- ------------------------------------------------------------------------------

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE COMPLETING THE ASSIGNMENT OF
PARTNERSHIP INTEREST, PLEASE CALL BEACON HILL PARTNERS TOLL FREE AT
(800) 854-9486 OR COLLECT AT (212) 843-8500
- ------------------------------------------------------------------------------

1. GUARANTEE OF SIGNATURES. ALL SIGNATURES ON THE ASSIGNMENT OF
PARTNERSHIP INTEREST MUST BE MEDALLION GUARANTEED BY A BANK, BROKER, DEALER,
CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD
STANDING OF THE SECURITIES TRANSFER MEDALLION PROGRAM (EACH AN "ELIGIBLE
INSTITUTION"). A notarization is not the same thing as a signature guarantee,
and a notarization of the Assignment of Partnership Interest will not be
sufficient. IN THE MAJORITY OF CASES, THE LOCAL BANK AT WHICH YOU DO YOUR DAY
TO DAY BANKING IS AN ELIGIBLE INSTITUTION AND WILL BE ABLE TO PROVIDE YOU WITH
THE REQUIRED MEDALLION GUARANTEE.

2. DELIVERY OF ASSIGNMENT OF PARTNERSHIP INTEREST. The Assignment of
Partnership Interest is to be completed by all Limited Partners who wish to
tender Units in response to the Offer. For a Limited Partner validly to tender
Units, a properly completed and duly executed Assignment of Partnership
Interest, along with the required signature guarantees by an Eligible
Institution and any other required documents, must be received by the
Depositary at one of its addresses set forth on the Assignment of Partnership
Interest on or prior to the Expiration Date (as defined in the Offer to
Purchase).

THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted,
and no fractional Units will be purchased (except from a Limited Partner who
is tendering all of the Units owned by that Limited Partner). All tendering
Limited Partners, by execution of the Assignment of Partnership Interest,
waive any right to receive any notice of the acceptance of their Units for
payment.

3. INADEQUATE SPACE. If the space provided herein is inadequate,
additional information may be provided on a separate signed schedule attached
hereto.

4. MINIMUM TENDERS. A Limited Partner may tender any or all of his or
her Units; provided, however, that because of restrictions in the
Partnership's Limited Partnership Agreement, a partial tender of Units must be
for a minimum of five units (other than Limited Partners who hold Units in an
Individual Retirement Account, who must tender a minimum of three Units). In
addition, in order for a partial tender to be valid, a Limited Partner must
continue to hold at least five Units (or, in the case of Limited Partners
who hold Units in an Individual Retirement Account, three or fewer Units).
Tenders of fractional Units will be permitted only by a Limited Partner who is
tendering all Units owned by that Limited Partner.

5. SIGNATURES ON ASSIGNMENT OF PARTNERSHIP INTEREST. If the
Assignment of Partnership Interest is signed by the registered Limited
Partner(s), the signature(s) must correspond exactly with the name(s) as shown
on the records of the Partnership, without alteration, enlargement or any
change whatsoever.

If any of the Units tendered hereby are held of record by two or more
joint Limited Partners, each such Limited Partner must sign the Assignment of
Partnership Interest.

If the Assignment of Partnership Interest is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
the Depositary of their authority to so act must be submitted.

6. WAIVER OF CONDITIONS. The Purchaser expressly reserves the
absolute right, in its sole discretion, to waive any of the specified
conditions of the Offer, in whole or in part, in the case of any Units
tendered.

7. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions or
requests for assistance may be directed to Beacon Hill Partners, the
Information Agent, at its address and telephone number set forth on the back
cover of the Offer to Purchase. Copies of the Offer to Purchase and the
Assignment of Partnership Interest may be obtained from the Information Agent.

(Continued on Reverse Side)

<PAGE>

8. SUBSTITUTE FORM W-9. Each tendering Limited Partner is required to
provide the Depositary with a correct taxpayer identification number ("TIN"),
generally the Limited Partner's social security or federal employer's
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below. You must cross out item (2) in the
Certification box on Substitute Form W-9 if you are subject to back-up
withholding. Failure to provide the information on the form may subject the
tendering Limited Partner to 31% federal income tax withholding on the
payments made to the Limited Partner with respect to Units purchased pursuant
to the Offer. The box in Part 3 of the form may be checked if the tendering
Limited Partner has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked and the
Depositary is not provided with a TIN within sixty (60) days, thereafter the
Depositary will withhold 31% on all such payments of the Purchase Price until
a TIN is provided to the Depositary.

9. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant
to Section 1445 of the Internal Revenue Code in an amount equal to 10% of the
purchase price for Units purchased pursuant to the Offer, plus the amount of
any liabilities of the Partnership allocable to such Units, each Limited
Partner who or which is a United States person must complete the FIRPTA
Affidavit contained in the Assignment of Partnership Interest stating, under
penalties of perjury, such Limited Partner's TIN and address, and that such
Limited Partner 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.

IMPORTANT: THE ASSIGNMENT OF PARTNERSHIP INTEREST (TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.

----------------

IMPORTANT TAX INFORMATION

To prevent backup withholding on payments made to a Limited Partner
or other payee with respect to Units purchased pursuant to the Offer, the
Limited Partner is required to notify the Depositary of the Unit of the
Limited Partner's correct TIN by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that such Limited
Partner is awaiting a TIN) and that (1) the Limited Partner has not been
notified by the Internal Revenue Service that the Limited Partner is subject
to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Limited Partner
that the Limited Partner is no longer subject to backup withholding. If backup
withholding applies, the Depositary is required to withhold 31% of any
payments made to the Limited Partner. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

The Limited Partner is required to give the Depositary the TIN (e.g.,
social security number or employer identification number) of the record owner
of the Units. If the Units are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.

Certain Limited Partners (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that Limited Partner must submit to the Depositary a
properly completed Internal Revenue Service Form W-8, signed under penalties
of perjury, attesting to that Limited Partner's exempt status. A Form W-8 can
be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional institutions.

----------------

INDIVIDUAL RETIREMENT ACCOUNT (IRAS)

PLEASE NOTE THAT A TENDERING BENEFICIAL OWNER OF UNITS WHOSE UNITS
ARE OWNED OF RECORD BY AN INDIVIDUAL RETIREMENT ACCOUNT (IRA) OR OTHER
QUALIFIED PLAN WILL NOT RECEIVE DIRECT PAYMENT OF THE PURCHASE PRICE, RATHER,
PAYMENT WILL BE MADE TO THE CUSTODIAN OF SUCH ACCOUNT OR PLAN. IF THE UNITS
ARE HELD IN AN IRA ACCOUNT, THE CUSTODIAN OF THE ACCOUNT MUST SIGN THE
ASSIGNMENT OF PARTNERSHIP INTEREST.

<PAGE>

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
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ----------------------------------------------------------------------
<S> <C>
1. An individual's account The individual

2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the first
individual on the account(1)

3. Husband and wife The actual owner of
(joint account) the account or, if joint
funds, either person(1)

4. Custodian account of a minor The minor(2)
(Uniform 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
committee for a designated ward, incompetent(3)
minor, 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)
- ----------------------------------------------------------------------

<PAGE>

- --------------------------------------- ------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
TAXPAYER
IDENTIFICATION
NUMBER OF--
- ----------------------------------------------------------------------

9. A valid trust, estate or pension The legal entity (Do not
trust 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 The organization
educational organization account

12. Partnership account held in the The partnership
name of the business

13. Association, club, or other The organization
tax-exempt 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>

(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, minor'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.

<PAGE>

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

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:

o A corporation.
o A financial institution.
o 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.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a) of the Code.
o An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.
o 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:

o Payments to nonresident aliens subject to withholding under section 1441
of the Code.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Payments made to an appropriate nominee.
o Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

o 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.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852 of the Code).
o Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
o Payments on tax-free covenant bonds under section 1451 of the Code.
o Payments made by certain foreign organizations.
o Payments of mortgage interest to you.
o Payments made to an appropriate nominee.

Exempt payees described above should file 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.

PRIVACY ACT NOTICE--Section 6109 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.
<PAGE>
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) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 20% on any portion of
an underpayment attributable to that failure unless there is clear and
convincing evidence to the contrary.

(3) 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.

(4) 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

<PAGE>

THE VILLAGE OF PENNBROOK APARTMENT MARCH 22, 1996
FALLS TOWNSHIP, PENNSYLVANIA PAGE 1

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY NAME: The Village of Pennbrook Apartments

PROPERTY ADDRESS: 9071 Mill Creek Road, Falls Township, Bucks
County, Pennsylvania

PURPOSE OF THE APPRAISAL: To estimate the market value of the unencumbered
fee simple estate of the subject property.

PROPERTY RIGHTS APPRAISED: Fee Simple Estate

HIGHEST AND BEST USE: As Vacant - To develop for multifamily use.

As Improved - Considered to be that of the
existing improvements.

SITE DATA AND ZONING: The subject site consists of a total of 64.057
acres and is situated within the HR, High Density
Residential district.

IMPROVEMENT DATA: The site is improved with 30 two story apartment
buildings containing a total of 722 apartment
units, a clubhouse, and a five unit retail
building. Net rentable apartment area is 660,220
square feet. The improvements were completed in
1972. Additional amenities include a swimming
pool, volleyball court, lighted tennis courts,
and laundry facilities. The site is further
improved with asphalt paved parking, concrete
walkways and landscaping. The improvements are in
good condition.

TENANT DATA: Tenants are primarily white collar singles, with
a significant number of childless married couples
and blue collar employees. Leases are typically
for twelve month terms. The subject is reportedly
93% occupied as of the date of the appraisal. The
subject has been 92% to 97% occupied over the
past twelve months with an average occupancy of
95%.

DATE OF VALUE ESTIMATE: March 22, 1996

Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

THE VILLAGE OF PENNBROOK APARTMENT MARCH 22, 1996
FALLS TOWNSHIP, PENNSYLVANIA PAGE 2

SUMMARY OF SALIENT FACTS AND CONCLUSIONS (CONTINUED)

SUMMARY OF STABILIZED PRO FORMA:

Totals Per Unit
------ --------
Potential Gross Income $6,849,249 $9,421
Concession Loss (102,739) (141)
Vacancy & Credit Loss (410,955) (565)
---------- ------
Effective Gross Income $6,335,555 $8,715
Operating Expenses 2,794,004 3,843
---------- ------
Net Operating Income $3,541,551 $4,871

VALUE CONCLUSIONS

The Sales Comparison Approach: $36,400,000

The Income Capitalization Approach: $36,300,000

FINAL VALUE ESTIMATE: $36,300,000

Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

EXHIBIT (Z)(2)

AGREEMENT OF JOINT FILING

IPLP Acquisition I LLC, Insignia Properties, L.P., Insignia Properties
Trust, Insignia Financial Group, Inc. and Andrew L. Farkas hereby agree that
the Amendment No. 4 to Statement on Schedule 13D to which this agreement is
attached as an exhibit shall be filed on behalf of each of them. This agreement
is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended.

Dated: August 28, 1997

IPLP ACQUISITION I LLC

By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Manager

INSIGNIA PROPERTIES, L.P.

By: Insignia Properties Trust,
its General Partner

By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Senior Vice President

INSIGNIA PROPERTIES TRUST

By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Senior Vice President

INSIGNIA FINANCIAL GROUP, INC.

By: /s/ FRANK M. GARRISON
------------------------------------------
Frank M. Garrison
Executive Managing Director

/s/ ANDREW L. FARKAS
----------------------------------------------
ANDREW L. FARKAS