SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
SCHEDULE 13E-3/A
AMENDMENT NO. 2
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
SIERRA PACIFIC DEVELOPMENT FUND,
A California Limited Partnership
(Name of the Issuer)
-------------
JOHN N. GALARDI
(Name of Person Filing Statement)
-------------
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
-------------
N/A
(CUSIP Number of Class of Securities)
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------------------
----------------
HOWARD F. HART
HUGHES HUBBARD & REED LLP
350 SOUTH GRAND AVENUE, 36TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 613-2800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
October 27, 1997
(Date Information Statement First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
<PAGE>
<TABLE>
<CAPTION>
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
$550,000 $110.00
- --------------------------------------------------------------------------------
</TABLE>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 20,000 Units
at $27.50 per Unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $110.00
Form or Registration No: Schedule 13E-3 and Amendment No. 1 thereto
Filing Party: John N. Galardi
Date Filed: October 17, 1997, October 27, 1997
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 (the "Statement") originally filed by John N.
Galardi (the "Offeror") on October 17, 1997, which Statement relates to an offer
by the Offeror to purchase any and all outstanding units of Sierra Pacific
Development Fund, a California limited partnership (the "Company"), dated as of
October 27, 1997 (the "Offer to Purchase"). Capitalized terms used herein
without definition shall have the meaning ascribed thereto in the Statement. A
Supplement to the Offer to Purchase (the "Supplement"), which amends and
supplements the Offer to Purchase filed as Exhibit (d)(1) to the Statement, is
filed with this Amendment No. 2 as Exhibit (d)(1)(i) to the Statement.
The cross-reference sheet below is being supplied pursuant to General
Instructions F to Schedule 13E-3 and shows the location in the Offer to Purchase
and the Supplement of the information required to be included in response to the
items of this Statement. The information in the Offer to Purchase and the
Supplement, including all appendices thereto, is hereby expressly incorporated
herein by reference and the responses to each item in this Statement are
qualified in their entirety by the information contained in the Offer to
Purchase and the Supplement.
By this Amendment No. 2, the Statement is hereby amended and supplemented
as set forth below:
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET TO SCHEDULE 14D-1 TENDER OFFER STATEMENT
--------------------------------------------------------------
ITEM IN SCHEDULE 13E-3 LOCATION IN TENDER OFFER STATEMENT
- ---------------------- ----------------------------------
<S> <C>
Item 1(a) - (c) Item 1 of the Tender Offer Statement and
paragraphs 3, 5 and 6 in the Supplement
Item 1(d) Not included in the Tender Offer Statement
Item 1(e)*
Item 1(f) Item 3 of the Tender Offer Statement and
Item 6 of the Tender Offer Statement and
paragraph 9 in the Supplement
Item 2(a) - (g) Item 2 of the Tender Offer Statement and
paragraph 1 in the Supplement
Item 3(a) - (b) Item 3 of the Tender Offer Statement and
Item 6 of the Tender Offer Statement and
paragraph 9 in the Supplement
Item 4(a) Item 1 of the Tender Offer Statement and
paragraphs 3, 5 and 6 in the Supplement
Item 4(b)*
Item 5(a) - (g) Item 5 of the Tender Offer Statement and
pargraphs 2, 7 in the Supplement
Item 6(a) Item 4 of the Tender Offer Statement
Item 6(b) Item 8 of the Tender Offer Statement and
paragraph 8 in the Supplement
Item 6(c)*
Item 6(d)*
Item 7(a) Item 5 of the Tender Offer Statement and
paragraph 2 in the Supplement
Item 7(b)*
Item 7(c) Not included in the Tender Offer Statement
Item 8(a) - (b) Not included in the Tender Offer Statement
Item 8(c) - (d) Item 10(b) of the Tender Offer Statement
and paragraphs 3, 4 and 10 in the Supplement
Item 8(e) Not included in the Tender Offer Statement
Item 8(f)*
<PAGE>
Item 9(a) Item 10(b) of the Tender Offer Statement
and paragraphs 3, 4 and 10 in the Supplement
Item 9(b) - (c)*
Item 10(a) Item 6 of the Tender Offer Statement
Item 10(b) Items 3 and 6 of the Tender Offer Statement
and paragraph 9 in the Supplement
Item 11 Item 3 of the Tender Offer Statement and
paragraph 9 in the Supplement
Item 12(a) - (b) Item 5 of the Tender Offer Statement and
paragraph 2 in the Supplement
Item 13(a) Item 10(b) of the Tender Offer Statement
and paragraphs 3, 4 and 10 in the Supplement
Item 13(b) Not included in the Tender Offer Statement
Item 13(c)*
Item 14(a) Not included in the Tender Offer Statement
Item 14(b)*
Item 15(a) - (b) Item 8 of the Tender Offer Statement and
paragraph 8 in the Supplement
Item 16*
Item 17(a) - (c)*
Item 17(d) Item 11 of the Tender Offer Statement
Item 17(e) - (f)*
</TABLE>
* The Item is inapplicable or the answer thereto is in the negative.
<PAGE>
RULE 13E-3 TRANSACTION STATEMENT
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Sierra Pacific Development Fund, a California
limited partnership (the "Company"), and the address of its principal executive
offices is 5850 San Felipe, Suite 500, Houston, Texas 77057.
(b) This Schedule relates to the offer by John N. Galardi (the "Bidder") to
purchase any and all of the Company's outstanding Limited Partnership Units (the
"Units"), at $27.50 per Unit, net to the seller in cash, all upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 27,
1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached hereto as
Exhibits (d)(1) and (d)(2), respectively. As of September 30, 1997, the Company
had issued and outstanding 29,354 Units and there were approximately 2,177
holders of record of the Units.
(c) The information set forth on the cover page and under "Introduction"
and "Special Factors - Price Range of Shares; Distributions; Trading Volume" in
Section 9 of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth under "Special Factors - Past Contacts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
and "Special Factors - Interest in Units" in Sections 12 and 13, respectively,
of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f) The information set forth under "Special Factors - Certain
Information Regarding the Offeror" in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) - (b) The information set forth under "Special Factors - Past
Contracts, Transactions or Negotiations; Transactions and Agreements Concerning
the Units" in Section 12 of the Offer to Purchase is incorporated herein by
reference
<PAGE>
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth on the cover page and under "Introduction"
and "Special Factors - Certain Conditions of the Offer" in Section 8 of the
Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "Special Factors - Source and Amount of
Funds" in Section 11 of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth under "Special Factors - Persons Retained;
Fees and Expenses" in Section 15 of the Offer to Purchase is incorporated herein
by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
(c) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth under "Special Factors - Purpose of the
Offer" and "Special Factors - Certain Federal Income Tax Consequences" in
Sections 1 and 2, respectively, of the Offer to Purchase is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) - (e) The information set forth under "Special Factors - Fairness of
the Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" and "Special Factors - Price Range of
Units; Distributions; Trading Volume" in Sections 3 and 9, respectively, of the
Offer to Purchase is incorporated herein by reference.
(f) Not applicable.
<PAGE>
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The information set forth under "Special Factors - Fairness of the
Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" in Section 3 of the Offer to Purchase
is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The information set forth under "Special Factors - Interest in
Units" in Section 13 of the Offer to Purchase is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth under "Special Factors - Past Contacts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
in Section 12 of the Offer to Purchase is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) - (b) The information set forth under "Introduction" in the Offer to
Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) - (b) The information set forth under "Special Factors - Fairness of
the Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" in Section 3 of the Offer to Purchase
is incorporated herein by reference
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Partnership's Annual Report on Form
10-K for the year ended December 31, 1996; the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1995; and the Partnership's Quarterly
reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997 is
incorporated herein by reference.
(b) Not applicable.
<PAGE>
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) - (b) The information set forth under "Introduction" and "Special
Factors - Persons Retained; Fees and Expenses" in Section 15 of the Offer to
Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)(1) Form of Offer to Purchase, dated October 27, 1997.
(d)(1)(i) Supplement, dated November 17, 1997, to Form of Offer to Purchase
dated October 27, 1997.
(d)(2) Form of Letter of Transmittal as Amended with Substitute Form
W-9.
(d)(3) Instructions for the Requester of Form W-9.
(d)(4) Tender Offer Statement on Schedule 14D-1, dated October 27, 1997.
(e) Not applicable.
(f) Not applicable.
<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.
JOHN N. GALARDI
By: /s/ JOHN N. GALARDI
---------------------------------
Name: John N. Galardi
Dated: November 20, 1997
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(d)(1)(i) Supplement, dated November 17, 1997, to Form of Offer to Purchase
dated October 27, 1997.
(d)(2) Form of Letter of Transmittal as Amended with Substitute Form W-9.
(d)(4) Tender Offer Statement on Schedule 14D-1/A, dated October 27, 1997.
</TABLE>
SIERRA PACIFIC DEVELOPMENT FUND
SUPPLEMENT DATED NOVEMBER 17, 1997
TO
OFFER TO PURCHASE FOR CASH
ANY AND ALL LIMITED PARTNERSHIP UNITS
AT $27.50 NET PER UNIT
BY
JOHN N. GALARDI
The following information is intended to supplement the information set
forth in the Offer to Purchase dated October 27, 1997. In determining whether to
tender Units pursuant to the Offer to Purchase or to withdraw any Units
previously tendered, Limited Partners should carefully consider the following
information:
1. The Offeror is the owner of 50% of the outstanding stock of the
corporation which owns 100% of the outstanding stock of the general
partner of the Partnership. Accordingly, the Offeror is an affiliate
of the Partnership.
2. The Offeror is making the Offer because he believes that the purchase
of Units at this time pursuant to the Offer is economically attractive
to him. His desire to purchase Units at a price he deems attractive
may be deemed to conflict with the desire of Limited Partners to
realize a higher value for their Units. Accordingly, the interests of
the Offeror, an affiliate of the Partnership, may be deemed to be in
conflict with the interests of the Limited Partners. However, neither
the Offeror nor the Partnership is making any recommendation to
Limited Partners to tender Units or any representation to Limited
Partners with respect to the adequacy or fairness of the price of
$27.50 per Unit.
3. The amount of $27.50 per Unit is lower than the Limited Partners'
equity per Unit of $55.97 reported in the Partnership's Quarterly
Report on Form 10-Q for the Quarter Ended June 30, 1997 and lower than
secondary market prices paid for Units during the last four months of
1996, as disclosed in Section 9 of the Offer to Purchase.
4. The Limited Partners' equity in the Partnership of $55.97 per Unit is
based on book value and not on a currently realizable value for the
Partnership's property. The Offeror has not had an appraisal of the
property performed, has no knowledge of any current appraisals and has
not formed any conclusion as to the current net realizable value of
the property. The Offeror does, however, believe that the price of
$27.50 per Unit represents an attractive investment to him compared to
the value he expects the Units to have in the future.
<PAGE>
5. The price of $27.50 per Unit was determined by the Offeror as the
price which he believed represented an attractive price for him
economically. In determining this price, he considered the following
factors:
(a) the current offer to purchase Units at $21.00 per Unit by KM
Investments, LLC;
(b) that there is not a liquid market for the Units;
(c) that the Offeror may have to hold the Units for a lengthy
period of time;
(d) that the Partnership is not currently making any distributions
and there is no assurance that the Partnership will resume
making any distributions;
(e) that the publicly reported prices for sales of the Units has
been declining; and
(f) the Offeror's personal expectations that the value of the
Partnership's property will increase in the future.
The Offeror did not obtain any appraisals or valuations in
connection with his determination of the Purchase Price.
6. Certain historical financial information regarding the Partnership and
certain information regarding its property is set forth on Schedules A
and B hereto. This information has been derived from publicly
available reports of the Partnership filed with the Securities and
Exchange Commission.
7. The scheduled termination date for the Partnership is December 31,
2030, although it was initially expected to terminate upon the sale of
all of its properties, and those sales were expected to commence after
approximately five years. The Offeror understands that the General
Partner, however, has elected not to sell the remaining property at
this time because it does not believe that the value it could obtain
for the property at this time is attractive and has not determined
when it may do so. Limited Partners have the right under the
Partnership's partnership agreement to remove the General Partner by a
majority vote.
8. The Offer will have no effect on the compensation of the General
Partner.
9. The Offeror has not considered any transaction other than the Offer
with respect to any purchase of the Partnership or its assets.
10. The Partnership is not currently making any cash distributions because
it does not have any cash available for distribution in excess of its
operating requirements. Neither the Offeror nor any other person is
obligated to contribute funds to the Partnership to enable it to make
distributions.
<PAGE>
11. The Offeror will be obligated to purchase any Units validly tendered
and not withdrawn if the conditions set forth in Item 8 of the Offer
to Purchase are satisfied as of the Expiration Date of the Offer, as
it may be extended. The standard which will be employed by the Offeror
in determining whether the conditions are satisfied or shall be waived
in his reasonable judgment.
If you wish to tender Units, please complete, sign and return the Letter of
Transmittal.
<PAGE>
SCHEDULE A
----------
SUMMARY OF CERTAIN FINANCIAL INFORMATION
The following sets forth certain summarized financial information for
the Partnership. This information should be read in conjunction with the
Partnership's annual, quarterly reports and other filed with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
OPERATING DATA:
For the Year Ended December 31,
--------------------------------------------------------
1996 1995 1994
----------- ----------- ----------
<S> <C> <C> <C>
Revenues $ 755,644 $ 552,529 $ 449,965
Net income (loss) (301,960) (312,723) (291,395)
General partners' share of net
income 0 0 0
Limited partners' share of net
income (loss) per Unit (10.29) (10.65) (9.93)
Net income (loss) .45 (1.09) (3.34)
Cash distributions 0 0 0
BALANCE SHEET DATA:
As of December 31,
--------------------------------------------------------
1996 1995
----------- -----------
Cash and cash equivalents $ 55,629 $ 787,265
Total assets 3,709,875 4,554,858
</TABLE>
<PAGE>
SCHEDULE B
----------
THE PROPERTY
DESCRIPTION OF THE PROPERTY
- ---------------------------
The Partnership owns, in fee simple, a 81.13% interest in Sierra Creekside, a
commercial office building located in San Ramon, California. The building
consists of 47,800 rentable square feet and was 99% occupied at December 31,
1996. The average effective annual rent per square foot at December 31, 1996 was
$16.45.
The Property is encumbered by a mortgage lien in favor of Home Federal Savings
of San Francisco with a principal balance of $1,802,820 at December 31, 1996.
The mortgage bears interest at 3.5% above the 11th District Cost of Funds Index
with a minimum of 9% and a maximum of 14% (9% at December 31, 1996). The loan
term has a term of 120 months with a maturity date of July 1, 2005. Payments are
amortized over a 240 month period with a remaining principal balance of
$1,325,058 due at maturity assuming no payment has been made on principal in
advance of its due date. The note is subject to prepayment penalties of 1% to 3%
if more than 20% of the outstanding balance is prepaid during the first four
calendar years of the loan.
The real estate tax obligation for 1996 was approximately 2% of the assessed
value, or $47,529.
SUMMARY OF SIGNIFICANT TENANTS/LEASES
- -------------------------------------
Four of the Property's 16 tenants occupy ten percent or more of rentable space.
The principal businesses of these significant tenants are banking, mortgage
administration, insurance and billing/collections services. Details of the
leases are as follow:
<TABLE>
<CAPTION>
PERCENT OF EFFECTIVE EFFECTIVE PERCENT OF
SQUARE FEET RENTABLE RENT PER RENT PER GROSS EXPIRATION
TENANT OCCUPIED SQUARE FEET SQUARE FOOT ANNUM ANNUAL RENT OF LEASE
------ -------- ----------- ----------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
American Savings October
Bank 5,526 12% 18.89 $ 104,360 13% 2001
California February
Bancshares, Inc 8,588 18% 15.04 129,141 17% 2000
State Farm Mutual 5,071 11% 14.98 75,964 10% September
2000
Pen-Cal January
Administrators 7,331 15% 16.69 122,355 16% 2000
Tenants Occupying
less than 10% sq ft 20,735 43% 16.67 345,590 44% Various
Total Rented Space 47,251 99% $ 16.45 $ 777,410 100%
</TABLE>
<PAGE>
The California Bancshares, Inc. lease is renewable for an additional three year
period upon expiration in February 2000.
SUMMARY OF LEASES BY EXPIRATION
- -------------------------------
One of the 16 tenants is on a month to month lease; the other fifteen are on
leases scheduled to expire over the next five years as indicated in the table
below.
<TABLE>
<CAPTION>
Year of | 1997 | 1998 | 1999 | 2000 | 2001 | Totals
expiration | | | | | |
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of | 3 | 4 | 3 | 3 | 2 | 15
tenants | | | | | |
- -------------------------------------------------------------------------------------------------------------
Percent of | 19% | 25% | 19% | 19% | 12% | 94%
total | | | | | |
tenants | | | | | |
- -------------------------------------------------------------------------------------------------------------
Total area | 3,644 | 5,737 | 4,616 | 20,990 | 10,006 | 44,993
(sq. ft.) | | | | | |
- -------------------------------------------------------------------------------------------------------------
Annual | $54,699 | $85,452 | $76,907 | $327,460 | $180,054 | $724,572
rent | | | | | |
- -------------------------------------------------------------------------------------------------------------
Percent | 7% | 11% | 10% | 42% | 23% | 93%
gross | | | | | |
annual rent | | | | | |
</TABLE>
LETTER OF TRANSMITTAL
TO PURCHASE LIMITED PARTNERSHIP UNITS
OF
SIERRA PACIFIC DEVELOPMENT FUND,
A CALIFORNIA LIMITED PARTNERSHIP
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 27, 1997
OF JOHN N. GALARDI
- -------------------------------------------------------------------------------
| DESCRIPTION OF LIMITED PARTNERSHIP UNITS ("UNITS") TENDERED |
| |
| NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) UNITS TENDERED |
| |
| __________________________* |
| |
| * Unless otherwise indicated, |
| it will be assumed that all |
| Units held by the registered |
| holder are being tendered. |
| See Instruction 3. |
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC |
| TIME, ON MONDAY, DECEMBER 1, 1997, UNLESS THE OFFER IS EXTENDED. |
- --------------------------------------------------------------------------------
To: Sierra Pacific Development Fund (the "Partnership")
<TABLE>
<CAPTION>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
<S> <C> <C>
John N. Galardi Facsimile: (213) 613-2950 John N. Galardi
P.O. Box 712309 Telephone: (213) 613-2823 c/o HH&R, LLP
Los Angeles, California 90071-7309 Attention: Howard M. Appel 350 South Grand Ave., 36th Floor
Los Angeles, California, 90071-3442
</TABLE>
CONFIRM BY TELEPHONE:
(213) 613-2823
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to John N. Galardi, an individual (the
"Bidder"), the above-described Limited Partnership Units (the "Units") for
Sierra Pacific Development Fund (the "Partnership") pursuant to the Bidder's
offer to purchase at a price per Unit of $27.50, net to the seller in cash, on
the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 27, 1997 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Units tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Bidder all right,
title and interest in and to all the Units that are being tendered hereby (and
any and all other Units or other securities issued or issuable in respect
thereof on or after October 27, 1997 (collectively, "Distributions")) and
constitutes and appoints the Partnership the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) transfer
ownership of such Units and all Distributions to or upon the order of the
Bidder, (b) present such Units and all Distributions for registration and
transfer on the books of the Partnership and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned (i) has
received and reviewed the Offer to Purchase and (ii) has full power and
authority to tender, sell, assign and transfer the Units tendered hereby and all
Distributions and that, when and to the extent the same are accepted for payment
by the Bidder, the Bidder 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 the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Partnership or the Bidder to be necessary or desirable to complete
the sale, assignment and transfer of the Units tendered hereby and all
Distributions.
The undersigned (i) has been advised that the Bidder is the owner of 50% of
the outstanding capital and voting stock and a director of CGS Real Estate
Company, Inc., of which S-P Properties, Inc., the General Partner of the
Partnership, is a wholly-owned subsidiary, and that the General Partner of the
Partnership makes no recommendation as to whether or not the undersigned should
tender his or her Units in the Offer and (ii) has made his or her own decision
to tender the Units.
The undersigned understands that, notwithstanding any other provisions of
the Offer and subject to the applicable rules of the Securities and Exchange
Commission, the Bidder will not be required to accept for payment or pay for any
<PAGE>
Units tendered, and may terminate or amend the Offer or may postpone the
acceptance for payment of or payment for Units tendered, if at any time on or
after October 27, 1997, and before acceptance for payment of or payment for any
such Units, any of the following events shall have occurred (or shall have been
determined by the Bidder in its sole judgment to have occurred) regardless of
the circumstances giving rise thereto (including any action or omission to act
by the Bidder):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges or seeks to challenge the acquisition of Units pursuant
to the Offer or otherwise in any manner relates to or affects the Offer or
(ii) in the sole judgment of the Bidder, could materially and adversely
affect the business, condition (financial or other), income, operations or
prospects of the Partnership, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership or
materially impair the contemplated benefits of the Offer to the Bidder;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, withdrawn or abrogated or any statute, rule, regulation,
judgment, order or injunction threatened, proposed, sought, promulgated,
enacted, entered, amended, enforced or deemed to be applicable to the Offer
or the Partnership, by any legislative body, court, authority, agency or
tribunal which, in the Bidder's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or
all of the Units illegal or otherwise restrict or prohibit consummation of
the Offer, (ii) delay or restrict the ability of the Bidder, or render the
Bidder unable, to accept for payment or pay for some or all of the Units,
(iii) imposes or seeks to impose limitations on the ability of the Bidder
to acquire or hold or to exercise full rights of ownership of the Units,
(iv) materially impair the contemplated benefits of the Offer to the Bidder
or (v) materially affect the business, condition (financial or other),
income, operations or prospects of the Partnership, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Partnership;
(c) it shall have been publicly disclosed or the Bidder shall have
learned that any person or "group" (within the meaning of Section 13(d)(3)
of the Exchange Act) has acquired or proposes to acquire beneficial
ownership of more than 5% of the outstanding 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, (ii) any significant decline in
the general level of market prices of equity securities in the United
States or abroad, (iii) any change in the general political, market,
economic or financial condition in the United States or abroad that could
have a material adverse effect on the Partnership's business, condition
(financial or other), income, operations or prospects, (iv) the declaration
of a banking moratorium or any suspension of payments in respect of banks
in the United States or any limitation on, or any event which, in the
<PAGE>
Bidder's sole judgment, might affect, the extension of credit by lending
institutions in the United States, (v) the commencement of a war, armed
hostilities or other international or national crisis directly or
indirectly involving the United States or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in the
Bidder's sole judgment, a material acceleration or worsening thereof;
(e) a tender or exchange offer with respect to some or all of the
Units (other than the Offer) or a merger, acquisition or other business
combination proposal for the Partnership, shall have been proposed,
announced or made;
(f) there shall have occurred any event or events that have resulted,
or may in the sole judgment of the Bidder result, in an actual or
threatened change in the business, condition (financial or other), income,
operations, stock ownership or prospects of the Partnership; or materially
impair the contemplated benefits of the Offer;
(g) there shall have occurred any decline in the S&P Composite 500
Stock Index by an amount in excess of 15% measured from the close of
business on October 24, 1997; or
(h) the Offeror shall not have received the approval of the
Partnership to the assignment to the Offeror of the Units tendered pursuant
to the Offer;
and, in the sole judgment of the Bidder, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance for
payment or payment. Any of the foregoing conditions may be waived by the Bidder,
in whole or in part, at any time and from time to time in its sole discretion.
The failure by the Bidder at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to time.
Any determination by the Bidder concerning the events described above will be
final and binding on all parties.
All authority herein conferred or agreed to be conferred shall not be
affected by, and 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. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Offer, including the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Units being tendered within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) the tender of such Units complies with Rule 14e-4. The
Bidder's acceptance for payment of Units tendered pursuant to the Offer will
constitute a binding agreement between the undersigned and the Bidder upon the
terms and subject to the conditions of the Offer.
<PAGE>
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Units purchased in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Purchase Price of any Units
purchased to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Units purchased and mail said check to the person(s) so indicated.
The undersigned recognizes that the Bidder has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Units from the name of the
registered holder(s) thereof if the Bidder does not accept for payment any of
the Units so tendered.
<PAGE>
- --------------------------------------------------------------------------------
| |
| SIGN HERE |
| (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) |
| |
| |
| -------------------------------------------------------------------------- |
| Signature(s) of Owner |
| |
| -------------------------------------------------------------------------- |
| Signature(s) of Owner |
| |
| -------------------------------------------------------------------------- |
| Signature Guarantee |
| |
| -------------------------------------------------------------------------- |
| Signature Guarantee |
| |
|------------------------------------------------------------------------------|
| (Please Print) |
| |
|Capacity (full title) |
| ----------------------------------------------------------|
| Address |
| ----------------------------------------------------------------------|
| |
|------------------------------------------------------------------------------|
| |
|------------------------------------------------------------------------------|
| (Include Zip Code) |
| |
|Area Code and Telephone No. |
| ---------------------------------------------------|
| |
|Must be signed by registered holder(s) exactly as name(s) appear(s) under|
|registration above. If signature is by a trustee, executor, administrator,|
|guardian, attorney-in-fact, officer of a corporation or other person acting in|
|a fiduciary or representative capacity, please set forth full title and see |
|Instruction 4.) |
- --------------------------------------------------------------------------------
<PAGE>
----------------------------------- -----------------------------------
| SPECIAL PAYMENT INSTRUCTIONS | | SPECIAL DELIVERY INSTRUCTIONS |
| (SEE INSTRUCTIONS 4, 5 AND 6) | | SEE INSTRUCTIONS 4, 5 AND 6) |
| | | |
| | | |
| To be completed ONLY if the| | To be completed ONLY if the|
|check for the Purchase Price of| |check for the Purchase Price of|
|Units purchased is to be issued in| |Units purchased is to be mailed to|
|the name of someone other than the| |someone other than the undersigned|
|undersigned. | |or to the undersigned at an address|
| | |other than that shown below the |
| | |undersigned'd signature(s). |
| | | |
|Issue check to: | | |
| | | |
|Name_______________________________| |Mail check to: |
| | | |
| _______________________________| |Name_______________________________|
| (Please Print) | | |
| | | _______________________________|
|Address____________________________| | (Please Print) |
| | | |
| _______________________________| |Address____________________________|
| (Include Zip Code) | | |
| | | ____________________________|
| _______________________________| | (Include Zip Code) |
| (Taxpayer Identification or | | |
| Social Security No.) | | |
----------------------------------- -----------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND UNITS. A properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Partnership at its addresses set forth on the front page of this Letter of
Transmittal on or prior to the Expiration Date (as defined in the Offer to
Purchase).
THE METHOD OF DELIVERY OF UNITS AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or a facsimile thereof), the tendering
stockholder waives any right to receive any notice of the acceptance for payment
of the Units.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the number
of Units should be listed on a separate schedule attached hereto.
3. PARTIAL TENDERS. If fewer than all the Units held by the registered
holder are to be tendered, fill in the number of Units that are to be tendered
in the box entitled "Number of Units Tendered." All Units held by a registered
holder will be deemed to have been tendered unless otherwise indicted.
4. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder(s) of the Units hereby, the signature(s) must
correspond with the holder's registration.
If any of the Units hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Units tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Bidder of the
authority of such person so to act must be submitted.
5. STOCK TRANSFER TAXES. Except as set forth in this Instruction 5, the
Bidder will pay or cause to be paid any stock transfer taxes with respect to the
sale and transfer of any Units to it or its order pursuant to the Offer. If,
however, payment of the Purchase Price is to be made to, or Units not tendered
or not purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Units are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
<PAGE>
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the Purchase Price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the Purchase
Price of any Units purchased is to be issued in the name of, and /or any Units
not tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if the check is to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown below the signature of the person(s) signing this
Letter of Transmittal, then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance should be directed to the Bidder at the telephone number and
address provided in the Offer to Purchase. Requests for additional copies of the
Offer to Purchase, this Letter of Transmittal or other tender offer materials
should also be directed to the Bidder and such copies will be furnished promptly
at the Bidder's expense.
8. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Units will be determined by the Bidder, in its sole
discretion, and its determination shall be final and binding. The Bidder
reserves the absolute right to reject any or all tenders of Units that it
determines are not in proper form or the acceptance for payment of or payment
for Units that may, in the opinion of the Bidder's counsel, be unlawful. The
Bidder also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Units and the Bidder's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Bidder shall determine. None of the Bidder, the Partnership or any other person
shall be under any duty to give notice of any defect or irregularity in tenders,
nor shall any of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
9. IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Units are
accepted for payment is required to provide the Partnership (as payer) with
either such stockholder's correct TIN on Substitute Form W-9 below or in the
case of certain foreign stockholders, a properly completed Form W-8. If such
stockholder is an individual, the TIN is his or her social security number. For
businesses and other entities, the number is the employer identification number.
If the Partnership is not provided with the correct TIN or properly completed
Form W-8, the stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such
stockholder with respect to Units purchased pursuant to the Offer may be subject
to backup withholding. The Form W-8 can be obtained from the Partnership. See
<PAGE>
the enclosed Instructions for the Requester of Form W-9 for additional
instructions.
If federal income tax backup withholding applies, the Partnership is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to federal income tax backup withholding will be reduced by
the amount of the tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Units purchased pursuant to the Offer, the stockholder is required to
notify the Partnership of his or her correct TIN by completing the Substitute
Form W-9 attached hereto certifying that the TIN provided on Substitute Form W-9
is correct and that (1) the stockholder has not been notified by the Internal
Revenue Service that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he or she is no
longer subject to federal income tax backup withholding. Foreign stockholders
must submit a properly completed Form W-8 in order to avoid the applicable
backup withholding; PROVIDED, HOWEVER, that backup withholding will not apply to
foreign stockholders subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE PARTNERSHIP
The stockholder is required to give the Partnership the social security
number or employer identification number of the registered 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 Instructions for the Requester of Form W-9 for
additional guidance on which number to report.
10. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP
ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
<PAGE>
------------------------------------------------------------------------------
|SUBSTITUTE |PART 1-PLEASE PROVIDE |TIN______________________|
| |YOUR TIN IN THE BOX AT | SOCIAL SECURITY NUMBER|
|FORM W-9 |RIGHT AND CERTIFY BY | OR EMPLOYER |
| |SIGNING AND DATING | IDENTIFICATION NUMBER |
| |BELOW. | |
| |--------------------------|-------------------------|
|DEPARTMENT OF THE |NAME (PLEASE PRINT) | PART 2 |
|TREASURY | | |
|INTERNAL REVENUE SERVICE | | |
| |--------------------------| |
| |ADDRESS | Awaiting |
|PAYER'S REQUEST FOR | | TIN _ |
|TAXPAYER |--------------------------| |_| |
|IDENTIFICATION NUMBER |CITY STATE ZIP CODE| |
|(TIN) and CERTIFICATION | | |
| | | |
| |----------------------------------------------------|
| | Part 3--CERTIFICATION-UNDER THE PENALTIES OF |
| | PERJURY, I CERTIFY THAT (1) the number shown on |
| | this form is my correct taxpayer identification |
| | number (or a TIN has not been issued to me but I |
| | have mailed or delivered an application to receive |
| | a TIN or intend to do so in the near future),(2) I |
| | am not subject to backup withholding either because|
| | I have not been notified by the Internal Revenue |
| | Service (the "IRS") that I am subject to backup |
| | withholding as a result of a failure to report all |
| | interest or dividends or the IRS has notified me |
| | that I am no longer subject to backup withholding |
| | and (3) all other information provided on this |
| | form is true, correct and complete. |
| | |
| | SIGNATURE_________________________________________ |
| | DATE_______________ You must cross out item (2) |
| | above if you have been notified by the IRS that |
| | your are currently subject to backup withholding |
| | because of underreporting interest or dividends on |
| | your tax return. |
------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED INSTRUCTIONS FOR THE REQUESTER OF FORM W-9
FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
<PAGE>
------------------------------------------------------------------------------
| CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER |
| |
| I certify under penalties of perjury that a taxpayer identification number|
| has not been issued to me and either (1) I have mailed or delivered an|
| application to receive a taxpayer identification number to the appropriate|
| Internal Revenue Service Center or Social Security Administration Office or|
| (2) I intend to mail or deliver an application in the near future. I|
| understand that if I do not provide a taxpayer identification number by the|
| time of payment, 31% of all payments of the Purchase Price made to me|
| thereafter will be withheld until I provide a number. |
| |
|Signature____________________________________ Date:___________________, 1997|
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SIERRA PACIFIC DEVELOPMENT FUND,
A California Limited Partnership
(Name of Subject Company)
-------------
JOHN N. GALARDI
(Bidder)
-------------
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
-------------
N/A
(CUSIP Number of Class of Securities)
-------------
------------------
----------------
HOWARD F. HART
HUGHES HUBBARD & REED LLP
350 SOUTH GRAND AVENUE, 36TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 613-2800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
October 27, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<TABLE>
<CAPTION>
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
$550,000 $110.00
- --------------------------------------------------------------------------------
</TABLE>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 20,000
Units at $27.50 per Unit.
<PAGE>
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $110.00
Form or Registration No: Schedule 13e-3 and Amendment No. 1 thereto
Filing Party: John N. Galardi
Date Filed: October 17, 1997, October 27, 1997
</TABLE>
<PAGE>
SCHEDULE 14D-1 TENDER OFFER STATEMENT
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the issuer is Sierra Pacific Development Fund, a California
limited partnership (the "Company"), and the address of its principal executive
offices is 5850 San Felipe, Suite 500, Houston, Texas 77057.
(b) This Schedule relates to the offer by John N. Galardi (the "Bidder") to
purchase any and all of the Company's outstanding Limited Partnership Units (the
"Units"), at $27.50 per Unit, net to the seller in cash, all upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 27,
1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached hereto as
Exhibits (d)(1) and (d)(2), respectively. As of September 30, 1997, the Company
had issued and outstanding 29,354 Units and there were approximately 2,177
holders of record of the Units.
(c) The information set forth on the cover page and under "Introduction"
and "Special Factors - Price Range of Shares; Distributions; Trading Volume" in
Section 9 of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (g) The information set forth under "Special Factors - Certain
Information Regarding the Offeror" in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) - (b) The information set forth under "Special Factors - Past
Contracts, Transactions or Negotiations; Transactions and Agreements Concerning
the Units" in Section 12 of the Offer to Purchase is incorporated herein by
reference
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "Special Factors - Source and Amount of
Funds" in Section 11 of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a) - (g) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
<PAGE>
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) The information set forth under "Special Factors - Interest in
Units" in Section 13 of 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 under "Special Factors - Past Contracts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
in Section 12 of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Introduction" and "Special Factors -
Persons Retained; Fees and Expenses" in Section 15 of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth under "Special Factors - Past Contracts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
in Section 12 of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "Special Factors - Fairness of the
Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" in Section 3 of the Offer to Purchase
is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase, dated October 27, 1997.
(a)(2) Form of Letter of Transmittal with Substitute Form W-9.
(a)(3) Instructions for the Requester of Form W-9.
(b) Not applicable.
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<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.
JOHN N. GALARDI
By: /s/ JOHN N. GALARDI
-----------------------------------
Name: John N. Galardi
Dated: November 20, 1997
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
(a)(1) Form of Offer to Purchase, dated October 27, 1997.
(a)(1)(i) Supplement, dated November 17, 1997, to Form of Offer to Purchase
dated October 27, 1997.
(a)(2) Form of Letter of Transmittal with Substitute Form W-9.
(a)(3) Instructions for the Requester of Form W-9.
</TABLE>
<PAGE>
SIERRA PACIFIC DEVELOPMENT FUND
SUPPLEMENT DATED NOVEMBER 17, 1997
TO
OFFER TO PURCHASE FOR CASH
ANY AND ALL LIMITED PARTNERSHIP UNITS
AT $27.50 NET PER UNIT
BY
JOHN N. GALARDI
The following information is intended to supplement the information set
forth in the Offer to Purchase dated October 27, 1997. In determining whether to
tender Units pursuant to the Offer to Purchase or to withdraw any Units
previously tendered, Limited Partners should carefully consider the following
information:
1. The Offeror is the owner of 50% of the outstanding stock of the
corporation which owns 100% of the outstanding stock of the general
partner of the Partnership. Accordingly, the Offeror is an affiliate
of the Partnership.
2. The Offeror is making the Offer because he believes that the purchase
of Units at this time pursuant to the Offer is economically attractive
to him. His desire to purchase Units at a price he deems attractive
may be deemed to conflict with the desire of Limited Partners to
realize a higher value for their Units. Accordingly, the interests of
the Offeror, an affiliate of the Partnership, may be deemed to be in
conflict with the interests of the Limited Partners. However, neither
the Offeror nor the Partnership is making any recommendation to
Limited Partners to tender Units or any representation to Limited
Partners with respect to the adequacy or fairness of the price of
$27.50 per Unit.
3. The amount of $27.50 per Unit is lower than the Limited Partners'
equity per Unit of $55.97 reported in the Partnership's Quarterly
Report on Form 10-Q for the Quarter Ended June 30, 1997 and lower than
secondary market prices paid for Units during the last four months of
1996, as disclosed in Section 9 of the Offer to Purchase.
4. The Limited Partners' equity in the Partnership of $55.97 per Unit is
based on book value and not on a currently realizable value for the
Partnership's property. The Offeror has not had an appraisal of the
property performed, has no knowledge of any current appraisals and has
not formed any conclusion as to the current net realizable value of
the property. The Offeror does, however, believe that the price of
$27.50 per Unit represents an attractive investment to him compared to
the value he expects the Units to have in the future.
<PAGE>
5. The price of $27.50 per Unit was determined by the Offeror as the
price which he believed represented an attractive price for him
economically. In determining this price, he considered the following
factors:
(a) the current offer to purchase Units at $21.00 per Unit by KM
Investments, LLC;
(b) that there is not a liquid market for the Units;
(c) that the Offeror may have to hold the Units for a lengthy
period of time;
(d) that the Partnership is not currently making any distributions
and there is no assurance that the Partnership will resume
making any distributions;
(e) that the publicly reported prices for sales of the Units has
been declining; and
(f) the Offeror's personal expectations that the value of the
Partnership's property will increase in the future.
The Offeror did not obtain any appraisals or valuations in
connection with his determination of the Purchase Price.
6. Certain historical financial information regarding the Partnership and
certain information regarding its property is set forth on Schedules A
and B hereto. This information has been derived from publicly
available reports of the Partnership filed with the Securities and
Exchange Commission.
7. The scheduled termination date for the Partnership is December 31,
2030, although it was initially expected to terminate upon the sale of
all of its properties, and those sales were expected to commence after
approximately five years. The Offeror understands that the General
Partner, however, has elected not to sell the remaining property at
this time because it does not believe that the value it could obtain
for the property at this time is attractive and has not determined
when it may do so. Limited Partners have the right under the
Partnership's partnership agreement to remove the General Partner by a
majority vote.
8. The Offer will have no effect on the compensation of the General
Partner.
9. The Offeror has not considered any transaction other than the Offer
with respect to any purchase of the Partnership or its assets.
10. The Partnership is not currently making any cash distributions because
it does not have any cash available for distribution in excess of its
operating requirements. Neither the Offeror nor any other person is
obligated to contribute funds to the Partnership to enable it to make
distributions.
<PAGE>
11. The Offeror will be obligated to purchase any Units validly tendered
and not withdrawn if the conditions set forth in Item 8 of the Offer
to Purchase are satisfied as of the Expiration Date of the Offer, as
it may be extended. The standard which will be employed by the Offeror
in determining whether the conditions are satisfied or shall be waived
in his reasonable judgment.
If you wish to tender Units, please complete, sign and return the Letter of
Transmittal.
<PAGE>
SCHEDULE A
----------
SUMMARY OF CERTAIN FINANCIAL INFORMATION
The following sets forth certain summarized financial information for
the Partnership. This information should be read in conjunction with the
Partnership's annual, quarterly reports and other filed with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
OPERATING DATA:
For the Year Ended December 31,
--------------------------------------------------------
1996 1995 1994
----------- ----------- ----------
<S> <C> <C> <C>
Revenues $ 755,644 $ 552,529 $ 449,965
Net income (loss) (301,960) (312,723) (291,395)
General partners' share of net
income 0 0 0
Limited partners' share of net
income (loss) per Unit (10.29) (10.65) (9.93)
Net income (loss) .45 (1.09) (3.34)
Cash distributions 0 0 0
BALANCE SHEET DATA:
As of December 31,
--------------------------------------------------------
1996 1995
----------- -----------
Cash and cash equivalents $ 55,629 $ 787,265
Total assets 3,709,875 4,554,858
</TABLE>
<PAGE>
SCHEDULE B
----------
THE PROPERTY
DESCRIPTION OF THE PROPERTY
- ---------------------------
The Partnership owns, in fee simple, a 81.13% interest in Sierra Creekside, a
commercial office building located in San Ramon, California. The building
consists of 47,800 rentable square feet and was 99% occupied at December 31,
1996. The average effective annual rent per square foot at December 31, 1996 was
$16.45.
The Property is encumbered by a mortgage lien in favor of Home Federal Savings
of San Francisco with a principal balance of $1,802,820 at December 31, 1996.
The mortgage bears interest at 3.5% above the 11th District Cost of Funds Index
with a minimum of 9% and a maximum of 14% (9% at December 31, 1996). The loan
term has a term of 120 months with a maturity date of July 1, 2005. Payments are
amortized over a 240 month period with a remaining principal balance of
$1,325,058 due at maturity assuming no payment has been made on principal in
advance of its due date. The note is subject to prepayment penalties of 1% to 3%
if more than 20% of the outstanding balance is prepaid during the first four
calendar years of the loan.
The real estate tax obligation for 1996 was approximately 2% of the assessed
value, or $47,529.
SUMMARY OF SIGNIFICANT TENANTS/LEASES
- -------------------------------------
Four of the Property's 16 tenants occupy ten percent or more of rentable space.
The principal businesses of these significant tenants are banking, mortgage
administration, insurance and billing/collections services. Details of the
leases are as follow:
<TABLE>
<CAPTION>
PERCENT OF EFFECTIVE EFFECTIVE PERCENT OF
SQUARE FEET RENTABLE RENT PER RENT PER GROSS EXPIRATION
TENANT OCCUPIED SQUARE FEET SQUARE FOOT ANNUM ANNUAL RENT OF LEASE
------ -------- ----------- ----------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
American Savings October
Bank 5,526 12% 18.89 $ 104,360 13% 2001
California February
Bancshares, Inc 8,588 18% 15.04 129,141 17% 2000
State Farm Mutual 5,071 11% 14.98 75,964 10% September
2000
Pen-Cal January
Administrators 7,331 15% 16.69 122,355 16% 2000
Tenants Occupying
less than 10% sq ft 20,735 43% 16.67 345,590 44% Various
Total Rented Space 47,251 99% $ 16.45 $ 777,410 100%
</TABLE>
<PAGE>
The California Bancshares, Inc. lease is renewable for an additional three year
period upon expiration in February 2000.
SUMMARY OF LEASES BY EXPIRATION
- -------------------------------
One of the 16 tenants is on a month to month lease; the other fifteen are on
leases scheduled to expire over the next five years as indicated in the table
below.
<TABLE>
<CAPTION>
Year of | 1997 | 1998 | 1999 | 2000 | 2001 | Totals
expiration | | | | | |
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of | 3 | 4 | 3 | 3 | 2 | 15
tenants | | | | | |
- -------------------------------------------------------------------------------------------------------------
Percent of | 19% | 25% | 19% | 19% | 12% | 94%
total | | | | | |
tenants | | | | | |
- -------------------------------------------------------------------------------------------------------------
Total area | 3,644 | 5,737 | 4,616 | 20,990 | 10,006 | 44,993
(sq. ft.) | | | | | |
- -------------------------------------------------------------------------------------------------------------
Annual | $54,699 | $85,452 | $76,907 | $327,460 | $180,054 | $724,572
rent | | | | | |
- -------------------------------------------------------------------------------------------------------------
Percent | 7% | 11% | 10% | 42% | 23% | 93%
gross | | | | | |
annual rent | | | | | |
</TABLE>
<PAGE>
LETTER OF TRANSMITTAL
TO PURCHASE LIMITED PARTNERSHIP UNITS
OF
SIERRA PACIFIC DEVELOPMENT FUND,
A CALIFORNIA LIMITED PARTNERSHIP
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 27, 1997
OF JOHN N. GALARDI
- -------------------------------------------------------------------------------
| DESCRIPTION OF LIMITED PARTNERSHIP UNITS ("UNITS") TENDERED |
| |
| NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) UNITS TENDERED |
| |
| __________________________* |
| |
| * Unless otherwise indicated, |
| it will be assumed that all |
| Units held by the registered |
| holder are being tendered. |
| See Instruction 3. |
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC |
| TIME, ON MONDAY, DECEMBER 1, 1997, UNLESS THE OFFER IS EXTENDED. |
- --------------------------------------------------------------------------------
To: Sierra Pacific Development Fund (the "Partnership")
<TABLE>
<CAPTION>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
<S> <C> <C>
John N. Galardi Facsimile: (213) 613-2950 John N. Galardi
P.O. Box 712309 Telephone: (213) 613-2823 c/o HH&R, LLP
Los Angeles, California 90071-7309 Attention: Howard M. Appel 350 South Grand Ave., 36th Floor
Los Angeles, California, 90071-3442
</TABLE>
CONFIRM BY TELEPHONE:
(213) 613-2823
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to John N. Galardi, an individual (the
"Bidder"), the above-described Limited Partnership Units (the "Units") for
Sierra Pacific Development Fund (the "Partnership") pursuant to the Bidder's
offer to purchase at a price per Unit of $27.50, net to the seller in cash, on
the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 27, 1997 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Units tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Bidder all right,
title and interest in and to all the Units that are being tendered hereby (and
any and all other Units or other securities issued or issuable in respect
thereof on or after October 27, 1997 (collectively, "Distributions")) and
constitutes and appoints the Partnership the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) transfer
ownership of such Units and all Distributions to or upon the order of the
Bidder, (b) present such Units and all Distributions for registration and
transfer on the books of the Partnership and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned (i) has
received and reviewed the Offer to Purchase and (ii) has full power and
authority to tender, sell, assign and transfer the Units tendered hereby and all
Distributions and that, when and to the extent the same are accepted for payment
by the Bidder, the Bidder 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 the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Partnership or the Bidder to be necessary or desirable to complete
the sale, assignment and transfer of the Units tendered hereby and all
Distributions.
The undersigned (i) has been advised that the Bidder is the owner of 50% of
the outstanding capital and voting stock and a director of CGS Real Estate
Company, Inc., of which S-P Properties, Inc., the General Partner of the
Partnership, is a wholly-owned subsidiary, and that the General Partner of the
Partnership makes no recommendation as to whether or not the undersigned should
tender his or her Units in the Offer and (ii) has made his or her own decision
to tender the Units.
The undersigned understands that, notwithstanding any other provisions of
the Offer and subject to the applicable rules of the Securities and Exchange
Commission, the Bidder will not be required to accept for payment or pay for any
<PAGE>
Units tendered, and may terminate or amend the Offer or may postpone the
acceptance for payment of or payment for Units tendered, if at any time on or
after October 27, 1997, and before acceptance for payment of or payment for any
such Units, any of the following events shall have occurred (or shall have been
determined by the Bidder in its sole judgment to have occurred) regardless of
the circumstances giving rise thereto (including any action or omission to act
by the Bidder):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges or seeks to challenge the acquisition of Units pursuant
to the Offer or otherwise in any manner relates to or affects the Offer or
(ii) in the sole judgment of the Bidder, could materially and adversely
affect the business, condition (financial or other), income, operations or
prospects of the Partnership, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership or
materially impair the contemplated benefits of the Offer to the Bidder;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, withdrawn or abrogated or any statute, rule, regulation,
judgment, order or injunction threatened, proposed, sought, promulgated,
enacted, entered, amended, enforced or deemed to be applicable to the Offer
or the Partnership, by any legislative body, court, authority, agency or
tribunal which, in the Bidder's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or
all of the Units illegal or otherwise restrict or prohibit consummation of
the Offer, (ii) delay or restrict the ability of the Bidder, or render the
Bidder unable, to accept for payment or pay for some or all of the Units,
(iii) imposes or seeks to impose limitations on the ability of the Bidder
to acquire or hold or to exercise full rights of ownership of the Units,
(iv) materially impair the contemplated benefits of the Offer to the Bidder
or (v) materially affect the business, condition (financial or other),
income, operations or prospects of the Partnership, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Partnership;
(c) it shall have been publicly disclosed or the Bidder shall have
learned that any person or "group" (within the meaning of Section 13(d)(3)
of the Exchange Act) has acquired or proposes to acquire beneficial
ownership of more than 5% of the outstanding 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, (ii) any significant decline in
the general level of market prices of equity securities in the United
States or abroad, (iii) any change in the general political, market,
economic or financial condition in the United States or abroad that could
have a material adverse effect on the Partnership's business, condition
(financial or other), income, operations or prospects, (iv) the declaration
of a banking moratorium or any suspension of payments in respect of banks
in the United States or any limitation on, or any event which, in the
<PAGE>
Bidder's sole judgment, might affect, the extension of credit by lending
institutions in the United States, (v) the commencement of a war, armed
hostilities or other international or national crisis directly or
indirectly involving the United States or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in the
Bidder's sole judgment, a material acceleration or worsening thereof;
(e) a tender or exchange offer with respect to some or all of the
Units (other than the Offer) or a merger, acquisition or other business
combination proposal for the Partnership, shall have been proposed,
announced or made;
(f) there shall have occurred any event or events that have resulted,
or may in the sole judgment of the Bidder result, in an actual or
threatened change in the business, condition (financial or other), income,
operations, stock ownership or prospects of the Partnership; or materially
impair the contemplated benefits of the Offer;
(g) there shall have occurred any decline in the S&P Composite 500
Stock Index by an amount in excess of 15% measured from the close of
business on October 24, 1997; or
(h) the Offeror shall not have received the approval of the
Partnership to the assignment to the Offeror of the Units tendered pursuant
to the Offer;
and, in the sole judgment of the Bidder, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance for
payment or payment. Any of the foregoing conditions may be waived by the Bidder,
in whole or in part, at any time and from time to time in its sole discretion.
The failure by the Bidder at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to time.
Any determination by the Bidder concerning the events described above will be
final and binding on all parties.
All authority herein conferred or agreed to be conferred shall not be
affected by, and 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. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Offer, including the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Units being tendered within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) the tender of such Units complies with Rule 14e-4. The
Bidder's acceptance for payment of Units tendered pursuant to the Offer will
constitute a binding agreement between the undersigned and the Bidder upon the
terms and subject to the conditions of the Offer.
<PAGE>
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Units purchased in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Purchase Price of any Units
purchased to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Units purchased and mail said check to the person(s) so indicated.
The undersigned recognizes that the Bidder has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Units from the name of the
registered holder(s) thereof if the Bidder does not accept for payment any of
the Units so tendered.
<PAGE>
- --------------------------------------------------------------------------------
| |
| SIGN HERE |
| (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) |
| |
| |
| -------------------------------------------------------------------------- |
| Signature(s) of Owner |
| |
| -------------------------------------------------------------------------- |
| Signature(s) of Owner |
| |
| -------------------------------------------------------------------------- |
| Signature Guarantee |
| |
| -------------------------------------------------------------------------- |
| Signature Guarantee |
| |
|------------------------------------------------------------------------------|
| (Please Print) |
| |
|Capacity (full title) |
| ----------------------------------------------------------|
| Address |
| ----------------------------------------------------------------------|
| |
|------------------------------------------------------------------------------|
| |
|------------------------------------------------------------------------------|
| (Include Zip Code) |
| |
|Area Code and Telephone No. |
| ---------------------------------------------------|
| |
|Must be signed by registered holder(s) exactly as name(s) appear(s) under|
|registration above. If signature is by a trustee, executor, administrator,|
|guardian, attorney-in-fact, officer of a corporation or other person acting in|
|a fiduciary or representative capacity, please set forth full title and see |
|Instruction 4.) |
- --------------------------------------------------------------------------------
<PAGE>
----------------------------------- -----------------------------------
| SPECIAL PAYMENT INSTRUCTIONS | | SPECIAL DELIVERY INSTRUCTIONS |
| (SEE INSTRUCTIONS 4, 5 AND 6) | | SEE INSTRUCTIONS 4, 5 AND 6) |
| | | |
| | | |
| To be completed ONLY if the| | To be completed ONLY if the|
|check for the Purchase Price of| |check for the Purchase Price of|
|Units purchased is to be issued in| |Units purchased is to be mailed to|
|the name of someone other than the| |someone other than the undersigned|
|undersigned. | |or to the undersigned at an address|
| | |other than that shown below the |
| | |undersigned'd signature(s). |
| | | |
|Issue check to: | | |
| | | |
|Name_______________________________| |Mail check to: |
| | | |
| _______________________________| |Name_______________________________|
| (Please Print) | | |
| | | _______________________________|
|Address____________________________| | (Please Print) |
| | | |
| _______________________________| |Address____________________________|
| (Include Zip Code) | | |
| | | ____________________________|
| _______________________________| | (Include Zip Code) |
| (Taxpayer Identification or | | |
| Social Security No.) | | |
----------------------------------- -----------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND UNITS. A properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Partnership at its addresses set forth on the front page of this Letter of
Transmittal on or prior to the Expiration Date (as defined in the Offer to
Purchase).
THE METHOD OF DELIVERY OF UNITS AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or a facsimile thereof), the tendering
stockholder waives any right to receive any notice of the acceptance for payment
of the Units.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the number
of Units should be listed on a separate schedule attached hereto.
3. PARTIAL TENDERS. If fewer than all the Units held by the registered
holder are to be tendered, fill in the number of Units that are to be tendered
in the box entitled "Number of Units Tendered." All Units held by a registered
holder will be deemed to have been tendered unless otherwise indicted.
4. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder(s) of the Units hereby, the signature(s) must
correspond with the holder's registration.
If any of the Units hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Units tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Bidder of the
authority of such person so to act must be submitted.
5. STOCK TRANSFER TAXES. Except as set forth in this Instruction 5, the
Bidder will pay or cause to be paid any stock transfer taxes with respect to the
sale and transfer of any Units to it or its order pursuant to the Offer. If,
however, payment of the Purchase Price is to be made to, or Units not tendered
or not purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Units are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
<PAGE>
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the Purchase Price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the Purchase
Price of any Units purchased is to be issued in the name of, and /or any Units
not tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if the check is to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown below the signature of the person(s) signing this
Letter of Transmittal, then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance should be directed to the Bidder at the telephone number and
address provided in the Offer to Purchase. Requests for additional copies of the
Offer to Purchase, this Letter of Transmittal or other tender offer materials
should also be directed to the Bidder and such copies will be furnished promptly
at the Bidder's expense.
8. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Units will be determined by the Bidder, in its sole
discretion, and its determination shall be final and binding. The Bidder
reserves the absolute right to reject any or all tenders of Units that it
determines are not in proper form or the acceptance for payment of or payment
for Units that may, in the opinion of the Bidder's counsel, be unlawful. The
Bidder also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Units and the Bidder's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Bidder shall determine. None of the Bidder, the Partnership or any other person
shall be under any duty to give notice of any defect or irregularity in tenders,
nor shall any of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
9. IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Units are
accepted for payment is required to provide the Partnership (as payer) with
either such stockholder's correct TIN on Substitute Form W-9 below or in the
case of certain foreign stockholders, a properly completed Form W-8. If such
stockholder is an individual, the TIN is his or her social security number. For
businesses and other entities, the number is the employer identification number.
If the Partnership is not provided with the correct TIN or properly completed
Form W-8, the stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such
stockholder with respect to Units purchased pursuant to the Offer may be subject
to backup withholding. The Form W-8 can be obtained from the Partnership. See
<PAGE>
the enclosed Instructions for the Requester of Form W-9 for additional
instructions.
If federal income tax backup withholding applies, the Partnership is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to federal income tax backup withholding will be reduced by
the amount of the tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Units purchased pursuant to the Offer, the stockholder is required to
notify the Partnership of his or her correct TIN by completing the Substitute
Form W-9 attached hereto certifying that the TIN provided on Substitute Form W-9
is correct and that (1) the stockholder has not been notified by the Internal
Revenue Service that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he or she is no
longer subject to federal income tax backup withholding. Foreign stockholders
must submit a properly completed Form W-8 in order to avoid the applicable
backup withholding; PROVIDED, HOWEVER, that backup withholding will not apply to
foreign stockholders subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE PARTNERSHIP
The stockholder is required to give the Partnership the social security
number or employer identification number of the registered 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 Instructions for the Requester of Form W-9 for
additional guidance on which number to report.
10. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP
ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
<PAGE>
------------------------------------------------------------------------------
|SUBSTITUTE |PART 1-PLEASE PROVIDE |TIN______________________|
| |YOUR TIN IN THE BOX AT | SOCIAL SECURITY NUMBER|
|FORM W-9 |RIGHT AND CERTIFY BY | OR EMPLOYER |
| |SIGNING AND DATING | IDENTIFICATION NUMBER |
| |BELOW. | |
| |--------------------------|-------------------------|
|DEPARTMENT OF THE |NAME (PLEASE PRINT) | PART 2 |
|TREASURY | | |
|INTERNAL REVENUE SERVICE | | |
| |--------------------------| |
| |ADDRESS | Awaiting |
|PAYER'S REQUEST FOR | | TIN _ |
|TAXPAYER |--------------------------| |_| |
|IDENTIFICATION NUMBER |CITY STATE ZIP CODE| |
|(TIN) and CERTIFICATION | | |
| | | |
| |----------------------------------------------------|
| | Part 3--CERTIFICATION-UNDER THE PENALTIES OF |
| | PERJURY, I CERTIFY THAT (1) the number shown on |
| | this form is my correct taxpayer identification |
| | number (or a TIN has not been issued to me but I |
| | have mailed or delivered an application to receive |
| | a TIN or intend to do so in the near future),(2) I |
| | am not subject to backup withholding either because|
| | I have not been notified by the Internal Revenue |
| | Service (the "IRS") that I am subject to backup |
| | withholding as a result of a failure to report all |
| | interest or dividends or the IRS has notified me |
| | that I am no longer subject to backup withholding |
| | and (3) all other information provided on this |
| | form is true, correct and complete. |
| | |
| | SIGNATURE_________________________________________ |
| | DATE_______________ You must cross out item (2) |
| | above if you have been notified by the IRS that |
| | your are currently subject to backup withholding |
| | because of underreporting interest or dividends on |
| | your tax return. |
------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED INSTRUCTIONS FOR THE REQUESTER OF FORM W-9
FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
<PAGE>
------------------------------------------------------------------------------
| CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER |
| |
| I certify under penalties of perjury that a taxpayer identification number|
| has not been issued to me and either (1) I have mailed or delivered an|
| application to receive a taxpayer identification number to the appropriate|
| Internal Revenue Service Center or Social Security Administration Office or|
| (2) I intend to mail or deliver an application in the near future. I|
| understand that if I do not provide a taxpayer identification number by the|
| time of payment, 31% of all payments of the Purchase Price made to me|
| thereafter will be withheld until I provide a number. |
| |
|Signature____________________________________ Date:___________________, 1997|
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