SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for Use of
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by Rule 14a-6(e)(2))
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|_| Definitive additional materials
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Investment Properties Associates
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of filing fee (Check the appropriate box):
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Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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INVESTMENT PROPERTIES ASSOCIATES, a Limited Partnership
60 East 42nd Street
New York, New York 10165
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Notice of Proposed Consent Solicitation
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TO THE HOLDERS OF PARTICIPATION INTERESTS
OF INVESTMENT PROPERTIES ASSOCIATES,
a Limited Partnership:
Investment Properties Associates, a Limited Partnership ("IPA" or the
"Partnership"), is soliciting written consents (the "Consents") from the holders
of Participation Interests in the Limited Partnership interest of the Limited
Partner in IPA (the "PPIs") to authorize the Limited Partner to approve and
enter into an amendment (the "Amendment") to the Partnership Agreement of IPA
(the "Partnership Agreement"), which Amendment provides for (i) the ability of
remaining partners to continue the business of the Partnership after an Event of
Dissolution (as defined), including the death of a general partner of IPA (a
"General Partner") and certain other events, (ii) procedures for the appointment
of a new General Partner to replace a former General Partner and (iii) certain
other amendments related to the foregoing as described in the accompanying
Consent Statement.
If the Amendment is not approved, IPA, by reason of the recent death of
Harry B. Helmsley, a General Partner, will be required by its Partnership
Agreement to transfer its assets and liabilities to a new limited partnership
with the same attributes as IPA and to dissolve and terminate IPA, resulting in
substantial costs to IPA and no economic benefit.
Only holders of record of PPIs at the close of business on April 11, 1997,
will be entitled to notice of such solicitation and to vote with respect
thereto. The solicitation of Consents will expire on May 6, 1997 at 5:00 p.m.
(the "Expiration Date").
In order for the Limited Partner to provide his consent to the Amendment,
the holders of a majority of the 820,000 outstanding PPIs must consent to the
Amendment. The General Partners and Special Limited Partner and their respective
affiliates own approximately 45.42% of the outstanding PPIs and such persons
have informed IPA that they intend to consent to the Amendment.
By Order of the General Partners
John Bailey, Limited Partner
April 17, 1997
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INVESTMENT PROPERTIES ASSOCIATES, a Limited Partnership
60 East 42nd Street
New York, New York 10165
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CONSENT STATEMENT
Dated April 17, 1997
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This Consent Statement (the "Consent Statement") is furnished in connection
with the SOLICITATION OF WRITTEN CONSENTS ("Consent Solicitation") from the
holders of Participation Interests ("PPIs") in the Limited Partnership interest
of the Limited Partner of Investment Properties Associates, a Limited
Partnership ("IPA" or the "Partnership"). The Consent Solicitation is being made
at the request and direction of the General Partners of IPA.
The Limited Partner of IPA, pursuant to Section 7 of the PPI certificate,
has fixed the close of business on April 11, 1997 as the record date (the
"Record Date") for determining holders of PPIs entitled to notice of and to
consent to the Amendment (as defined below). Only holders of record at the close
of business on such date will be entitled to vote on the Amendment.
The purpose of the Consent Solicitation is to obtain written consents
("Consents") from holders of PPIs as of the Record Date to approve and authorize
the Limited Partner to enter into a proposed amendment (the "Amendment") to the
Partnership Agreement of IPA (the "Partnership Agreement") which provides for
(i) the ability of remaining partners to continue the business of the
Partnership after an "Event of Dissolution" (as defined in the Partnership
Agreement), (ii) procedures for the appointment of a new general partner of IPA
(a "General Partner") to replace a former General Partner after the occurrence
of certain events and (iii) making certain other amendments related to the
foregoing as described herein, including the elimination of provisions requiring
the formation of a new limited partnership to acquire the assets and liabilities
of IPA. If the Amendment is not approved, IPA will be required by its
Partnership Agreement to dissolve the Partnership and to transfer its assets and
liabilities to a new limited partnership with the same attributes as IPA,
resulting in substantial costs to IPA and no economic benefit.
This Consent Statement is first being mailed by IPA to the holders of PPIs
on or about April 17, 1997.
The cost of solicitation of Consents will be borne by IPA. The solicitation
of Consents generally will be made by mail. Such solicitation may also be made
in person or by telephone, facsimile, or other means by agents and employees of
IPA or its General Partners. Arrangements have been made with brokers and other
custodians, nominees, and fiduciaries to send proxies and proxy solicitation
materials to their principals, as well as copies of this Consent Statement, and
IPA will reimburse them for reasonable out-of-pocket and clerical expenses in so
doing.
Any Consent given by a PPI holder pursuant to this solicitation may be
revoked by such PPI holder by written notice delivered to Robert Hecht, Chief
Financial Officer, 60 East 42nd Street, New York, New York 10165, at any time
prior to 5:00 p.m., New York time on May 6, 1997 (the "Expiration Date"). A form
of Consent is enclosed herewith.
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Holders of PPIs are encouraged to carefully read the instructions to the
attached form of Consent.
If the requisite Consents are obtained, the Amendment will be binding on
each record holder of PPIs whether or not such record holder gives a Consent
with respect thereto.
At the close of business on the Record Date, 820,000 PPIs were outstanding.
Required Vote
Consents from the holders of a majority of the outstanding PPIs are
required for the Limited Partner to approve and enter into the Amendment.
Accordingly, Consents that are not furnished will count against the approval of
the Amendment. The General Partners and Special Limited Partner and their
respective affiliates own approximately 45.42% of the outstanding PPIs and such
persons have informed IPA that they intend to consent to the Amendments. See
"Amendment to Partnership Agreement."
AMENDMENT TO PARTNERSHIP AGREEMENT
General
IPA is submitting for approval by the holders of PPI's a proposal to amend
Paragraphs 23 and 25 of the Agreement, which paragraphs currently require that,
upon the death, bankruptcy or incompetency of a General Partner, or the
withdrawal of a General Partner or sale or transfer of his interest, the
remaining General Partners create a new limited partnership with the same
attributes as IPA ("New IPA"). It also requires them to convey all of the assets
and liabilities of IPA to such Partnership and then to dissolve and terminate
IPA. The General Partners believe that such a process would not result in any
economic benefit to the partners of IPA, but would involve substantial expense.
The General Partners estimate that IPA would incur approximately $600,000 in
title insurance premiums alone in connection with the transfer of assets to New
IPA. Consequently, it is proposed that Paragraphs 23 and 25 of the Agreement be
amended as described below. The proposed form of Amendment is attached hereto as
Annex I. The General Partners of IPA recommend that holders of PPIs approve the
Amendment, which will have the effect of authorizing John B. Bailey, the Limited
Partner of IPA, to enter into the Amendment.
The Amendment
The following summary of the Amendment is qualified in its entirety by
reference to the form of Amendment attached hereto as Annex I.
Paragraph 23 is proposed to be amended to provide for the remaining
partners of all classes of IPA the option to elect to continue the business of
IPA upon the occurrence of an "Event of Dissolution." In the Amendment, an Event
of Dissolution is defined to include (i) the death or bankruptcy of a General
Partner, (ii) any General Partner adjudicated incompetent during the term of
IPA, (iii) the withdrawal of a General Partner or (iv) the sale or transfer of a
General Partner's interest in IPA. Each of such events is referred to as an
"Event of Dissolution" in the Amendment, and the General Partner that caused
such event is referred to as a "Terminating General Partner."
The Amendment will also provide that, notwithstanding the foregoing, it
shall not be an Event of Dissolution if an individual General Partner transfers
or assigns his general partner interest in IPA to an entity controlled by such
person. Any such assignee will be admitted to the Partnership as a General
Partner. The effect of such provision would be to permit an individual General
Partner to substitute an entity controlled by him in his stead to act as General
Partner.
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Paragraph 25 of the Agreement currently requires that IPA be reconstituted
as New IPA upon the occurrence of an Event of Dissolution and then dissolved and
terminated in accordance with Paragraph 23 as described above. For the reasons
stated above, this mandatory reconstitution and related transfer of assets and
liabilities is believed to be wasteful of IPA's assets. The Amendment will
provide that, following an Event of Dissolution, the remaining partners of IPA
of all classes (General, Special Limited and Limited, collectively, the
"Partners") may unanimously elect to continue the business of IPA within 180
days after an Event of Dissolution (or such shorter period as may be permitted
by law). Under the Amendment, if the Partners of IPA do not elect to continue
the business of IPA after an Event of Dissolution, IPA will be required to be
dissolved and terminated.
The Amendment also provides that the death of one of its General Partners,
Harry B. Helmsley, which occurred on January 4, 1997, will not cause IPA to be
dissolved and terminated. The Amendment further provides that Leona M. Helmsley,
the surviving spouse of Harry B. Helmsley, or an entity controlled by her, shall
be designated as a substitute General Partner of IPA on or before July 3, 1997,
to succeed Harry B. Helmsley in such capacity. In the absence of the Amendment,
the surviving General Partners have the right to choose a successor General
Partner to succeed Mr. Helmsley as a General Partner of New IPA at their
discretion.
The Amendment preserves the notion that the interest of the Terminating
General Partner of IPA is converted to a Special Limited Partner interest. Such
Special Limited Partner interest participates in allocations of income and loss,
and in all cash distributions of IPA as if it were a General Partner interest of
the same percentage as that owned by the Terminating General Partner. Upon the
appointment of a successor General Partner, such successor will have the option
to purchase the Special Limited Partner interest of the Terminating General
Partner in IPA at the formula price set forth in the Amendment or to acquire an
interest in IPA from a remaining General Partner on terms agreed between such
parties.
The Amendment preserves the right of remaining or surviving General
Partners to elect a successor General Partner to replace the Terminating General
Partner if the business of IPA is continued. The Amendment permits such
successor General Partner to be an individual or an entity. The Amendment
preserves the ability of an individual General Partner to name his or her own
successor by naming such successor while still acting as a General Partner in a
writing filed with the Partnership. The Amendment also provides that, if an
Event of Dissolution is caused by the death of Mr. Schneider, the successor
General Partner to Mr. Schneider shall be either his surviving spouse or an
entity controlled by his surviving spouse or Mr. Schneider's surviving issue.
The Amendment preserves the right of a successor General Partner (howsoever
named) to acquire the Special Limited Partnership interest of the Terminating
General Partner at a formula purchase price set forth in the Agreement. In lieu
of acquiring such interest, however, the Amendment will permit the successor
General Partner to acquire an interest from another General Partner on terms
negotiated between them.
Finally, the Amendment preserves the power of attorney in favor of the
General Partners to give effect to the provision of Paragraph 25, as amended.
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PRINCIPAL AND MANAGEMENT SHAREHOLDINGS
The following table sets forth information concerning persons or groups who
are known by IPA to be the beneficial owners of more than 5% of the PPI's as of
March 17, 1997.
Number of PPI's Percent of
Name and Address of Beneficial Owner Beneficially Owned(1) PPI
- ------------------------------------ ------------------ ----------
Leona M. Helmsley 258,877 31.57(1)
Direct(1)
Harry B. Helmsley(2) 23,500 2.87(3)
Indirect(3)
Irving Schneider 90,095 10.99
Direct(4)
John D. and Catherine T. 87,000 10.61
MacArthur Foundation c/o Direct
Cyrus Smith
Chief Financial Officer
Foundation Land Company
4176 Burns Road
Palm Beach Garden, FL
33410-4653
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(1) Leona M. Helmsley is the widow of Harry B. Helmsley. Above amount excludes
23,500 PPIs owned beneficially by the estate of Mr. Helmsley. See footnote
2 and 3 below.
(2) Mr. Helmsley died on January 4, 1997. Mrs. Helmsley is the executor of the
estate of Mr. Helmsley.
(3) Includes: 4,000 PPIs held by Helmsley-Noyes Company, Inc. (.5%), a company
wholly-owned by Helmsley Enterprises, Inc., which in turn is wholly-owned
by the Harry B. Helmsley Revocable Trust, under agreement dated December
13, 1989; 13,000 PPIs held by HBH Holdings Corp. (1.6%); and 6,500 PPIs
held by Park Lane Hotel, Inc. (.8%). HBH Holdings Corp. and Park Lane
Hotel, Inc. are wholly-owned by Helmsley Enterprises, Inc. Mrs. Helmsley is
the executor of the estate of Harry B. Helmsley and is the beneficiary of
the Revocable Trust. Consequently, Mrs. Helmsley may be deemed to be the
beneficial owner of such securities.
(4) Does not include 31,960 PPIs owned by Mr. Schneider's daughters (3.9%).
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BENEFICIAL OWNERSHIP OF CERTAIN PERSONS
IPA is a limited partnership and, as such, it does not have officers and
directors. The following table sets forth the amount and nature of the
beneficial ownership as of March 17, 1997 of PPIs by its individual General
Partner and by all its General Partners as a group.
Number of Shares of
Common Stock Percent of
Name Beneficially Owned(1) PPIs(2)
- ------- ------------------ -----------
Irving Schneider 90,095 10.99
Direct(4)
Helmsley-Noyes Company, Inc. 4,000(3) .50
As a group 94,095(3)(4) 11.48(3)(4)
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(1) General Partners have sole voting power and sole investment power with
respect to the PPI's listed opposite their names.
(2) The percentages of PPIs outstanding are based on 820,000 PPIs outstanding
on March 17, 1997.
(3) Helmsley-Noyes Company, Inc. is owned by Helmsley Enterprises, Inc., which
in turn is wholly-owned by the Harry B. Helmsley Revocable Trust.
(4) Does not include 31,960 PPIs owned by Mr. Schneider's daughters (3.9%).
Mrs. Leona M. Helmsley, the surviving spouse of Harry B. Helmsley and a
Special Limited Partner, is the beneficial owner of 258,877 PPIs or 31.57% of
the amount outstanding. The General Partners and the Special Limited Partner,
and their respective affiliates, collectively own approximately 45.42 of the
outstanding PPIs. Such persons have informed IPA that they intend to consent to
the Amendments.
EXPENSES
IPA will bear all costs of this solicitation. IPA will reimburse banks,
custodians, fiduciaries, nominees, securities dealers, trust companies, and
other persons for their reasonable expenses in forwarding this Consent Statement
and other related materials to the beneficial owners of the PPIs.
AVAILABLE INFORMATION
The Partnership is subject to the informational requirements of the
Exchange Act, and in accordance therewith files, reports and other information
with the Securities and Exchange Commission (the "Commission"). The public may
inspect and copy at prescribed rates such reports, proxy statements, and other
information that the Partnership has filed with the Commission, at the public
reference facilities that the Commission maintains at 450 Fifth Street, N.W.,
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Washington, D.C. 20549 and at the Commission's regional offices located at 500
West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New
York, New York 10048. In addition, the public may obtain such reports, proxy
statements and other information concerning the Partnership from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
By Order of the General Partners,
John Bailey,
Limited Partner
Dated: April 17, 1997
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED CONSENT AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
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<PAGE>
Annex I
AGREEMENT made as of May ___, 1997 by and among Irving Schneider,
residing at 880 Fifth Avenue, New York, New York; Helmsley-Noyes Company, Inc.,
a New York corporation having its principal office at 230 Park Avenue, New
York, New York; Minlyn, Inc., a New York corporation having its principal office
at 60 East 42nd Street, New York, New York; Leona M. Helmsley, residing
at_______________; and John B. Bailey, residing at 2 Little Bay Harbor, Ponte
Vedra, Florida 32082.
WITNESSETH:
WHEREAS, the parties desire to effect certain amendments to that certain
Limited Partnership Agreement dated as of May 15, 1969 by and among Harry B.
Helmsley, Irving Schneider, Charles F. Noyes Company, Inc. (now Helmsley-Noyes
Company, Inc.), Minlyn, Inc. and the original Limited Partner named therein, as
the same has been amended from time to time thereafter (such agreement, as
amended up to the date hereof being referred to herein as the "Original
Agreement"), upon the conditions therein and hereinafter set forth; and
WHEREAS, Harry B. Helmsley, a former General Partner of the Partnership
died on January 4, 1997, which event requires, in the Original Agreement, that
the remaining General Partners of the Partnership take certain actions
originally intended to preserve certain income tax characteristics of the
Partnership; and
WHEREAS, such required actions are no longer deemed necessary to preserve
such income tax characteristics and would involve unnecessary expense to the
Partnership;
NOW, THEREFORE, the parties hereto agree as follows:
Paragraphs 23A and 23B of the Original Agreement are hereby deleted in
their entirety and are replaced by the following:
"23A. In the event of the death or bankruptcy of any of the General
Partners or in the event that any of the General Partners has been
adjudicated incompetent during the term fixed for the continuance of the
Partnership or, in the event of the withdrawal of a General Partner or the
sale or transfer by any General Partner of his or its general partnership
interest in the Partnership (except as herein provided) during the
continuance of the Partnership (each of such events being referred to
herein as an "Event of Dissolution" and the General Partner that caused
such event, the "Terminating Partner"), the Partnership shall be dissolved
and terminated; provided, however, that if the remaining partners (of all
classes) unanimously elect to continue the business of the Partnership
within 180 days after an Event of Dissolution (or such shorter time period
as is permitted by applicable law), then no such dissolution or termination
shall occur, and the business of the Partnership shall continue. By their
execution and delivery hereof on or before July 3, 1997, the parties hereto
agree (i) that the Partnership shall not be dissolved by reason of the
death of Harry B. Helmsley, and that the business of the Partnership shall
continue, and (ii) that Leona M. Helmsley or an entity controlled by her
shall be designated, on or before July 3, 1997, as a substitute General
Partner to succeed Harry B. Helmsley in accordance with Paragraph 25 of
this Agreement as amended hereby. The foregoing notwithstanding, the
transfer or assignment by an individual General Partner of his general
partner interest in the Partnership to an entity controlled by such General
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Partner who agrees to be bound by the terms hereof as a General Partner
shall not be an Event of Dissolution, and such assignee or transferee shall
be admitted as a substituted General Partner to the full extent of the
general partner interest so acquired. Upon the occurrence of an Event of
Dissolution, the interest in the Partnership of the General Partner who
caused such Event of Dissolution shall be converted immediately to a
Special Limited Partnership Interest, regardless of whether or not the
remaining General Partners elect to continue the business of the
Partnership. Such Special Limited Partnership Interest, however, shall
participate in Partnership distributions of net operating revenues pursuant
to Paragraph 13 and in items of income and loss pursuant to Paragraph 11
and in all other distributions as if it were a General Partner interest of
the same percentage as that theretofore owned by the Terminating General
Partner. In the event of a dissolution or termination of the Partnership,
an accounting shall be had as soon as practicable of the assets and
liabilities of the Partnership as herein provided."
Subparagraphs C and D of Paragraph 23 of the Original Agreement are hereby
redesignated as Subparagraphs B and C, respectively.
Paragraph 25 of the Original Agreement is hereby deleted in its entirety
and is replaced by the following:
"25A. Upon the occurrence of an Event of Dissolution, if the business of
the Partnership is continued in accordance with Paragraph 23A, then the
remaining or surviving General Partners, or any one of them, may (but shall
not be obliged to) designate a substitute General Partner (which may be an
individual or an entity) to replace the Terminating General Partner
effective as of the Event of Dissolution; provided, however, that if an
individual General Partner shall have, prior to his death or declaration of
incompetency, filed with the Partnership a writing naming an individual or
entity to succeed to his general partnership interest, then the remaining
general partners shall be required to designate such individual or entity
as a successor General Partner and; provided further, that if an Event of
Dissolution is caused by the death of Irving Schneider, the parties hereto
agree that the successor to such Terminating General Partner shall be
either his surviving spouse or an entity controlled by his surviving spouse
or Irving Schneider's surviving issue. A substitute General Partner so
designated shall have the option (but not the obligation) to purchase, at a
price equal to the value set forth below from such Terminating General
Partner, his heirs, executors, administrators, legal representatives or
assigns, the converted Special Limited Partnership interest of such
Terminating General Partner created pursuant to Paragraph 23A. Such
interest in the Partnership, when so purchased, will be a general
partnership interest. The value of such general partnership interest in the
Partnership shall be equal to the market value of one Participation
Interest on the date of termination multiplied by the number of such
Interests outstanding on the date that the Bonds were issued, multiplied by
two and further multiplied by 80% of the percentage interest in net income
of the Terminating General Partner as provided in subparagraph 11E(1)(b).
The foregoing method of valuation of such general partnership interest
shall be binding upon the Terminating General Partner, his heirs,
executors, administrators, legal representatives or assigns.
Notwithstanding the foregoing, in lieu of exercising the option referred to
above to acquire the interest of the Terminating General Partner, a
Substitute General Partner may enter into an arrangement with another
General Partner to acquire a portion of such General Partner's interest in
the Partnership on such terms as they agree upon (it being understood that
such other General Partner shall have no obligation to enter into any such
arrangement). Any interest so acquired shall be the Substituted General
Partner's interest in the Partnership. As
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a condition to being admitted as a Substitute General Partner, a person or
entity designated to serve as such shall, not later then the date of his
substitution, either exercise the option to acquire the interest of the
Terminating General Partner or arrange for the purchase of a portion of
such an interest as aforesaid.
25B. Each of the Special Limited Partners and the Original Limited Partner
signatory hereto does hereby irrevocably constitute and appoint the General
Partners or any one of them, his true and lawful attorney, in his name,
place and stead, to execute and acknowledge any and all instruments
contemplated by the foregoing provisions of this Paragraph 25, it being
expressly understood and intended by each of the Special Limited Partners
and the Original Limited Partners that the grant of the foregoing power of
attorney is coupled with an interest and shall survive the delivery of an
assignment of a Special Limited Partnership interest or a Limited
Partnership interest as in Paragraph 22C provided. A similar power of
attorney shall be one of the instruments which the General Partners under
Paragraph 22C hereof shall require an assignee of a Special Limited Partner
or any Limited Partner to execute as a condition of his admission as such
Substitute Special Limited Partner or Substitute Limited Partner."
The provisions of this Amendment shall become operative immediately upon
the execution and delivery by the parties hereto, and shall apply to Events of
Dissolution that may have heretofore occurred including, without limitation, the
death of Harry B. Helmsley. All other terms and provisions of the Original
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
GENERAL PARTNERS
-------------------------------
Irving Schneider
HELMSLEY-NOYES COMPANY, INC.
By _______________________
President
MINLYN, INC.
By _______________________
President
SPECIAL LIMITED PARTNERS
--------------------------
Leona M. Helmsley (on her
own behalf and as Executor
of the estate of Harry B.
Helmsley)
--------------------------
Irving Schneider
SUBSTITUTED ORIGINAL LIMITED PARTNER
By________________________
John B. Bailey
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INVESTMENT PROPERTIES ASSOCIATES, a Limited Partnership
THIS CONSENT IS SOLICITED ON BEHALF OF THE GENERAL PARTNERS IN
LIEU OF HOLDING A SPECIAL MEETING OF STOCKHOLDERS
The undersigned hereby votes the number of Participation Interests (the
"PPIs") in the Limited Partnership interest of the Limited Partner in Investment
Properties Associates, a Limited Partnership ("IPA") the undersigned would be
entitled to vote if personally present at a special meeting held for the purpose
of voting on the Amendment to the Partnership Agreement as set forth on the
reverse side of this consent card.
1. APPROVE AN AMENDMENT TO THE PARTNERSHIP AGREEMENT TO PROVIDE FOR (i)
THE ABILITY OF REMAINING PARTNERS TO CONTINUE THE BUSINESS OF IPA
AFTER AN EVENT OF DISSOLUTION (ii) PROCEDURES FOR THE APPOINTMENT OF A
NEW GENERAL PARTNER OF IPA TO REPLACE A FORMER GENERAL PARTNER AFTER
THE OCCURRENCE OF CERTAIN EVENTS AND (iii) MAKING CERTAIN OTHER
AMENDMENTS TO THE PARTNERSHIP AGREEMENT, ALL AS DESCRIBED MORE FULLY
IN THE ACCOMPANYING CONSENT STATEMENT
FOR |_| AGAINST |_| ABSTAIN |_|
THIS CONSENT, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED PPI HOLDER. IF NO DIRECTION IS INDICATED, THIS CONSENT
WILL BE VOTED "FOR" THE AMENDMENT TO THE PARTNERSHIP AGREEMENT.
The General Partners of IPA recommend a vote "FOR" Proposal 1.
SIGNATURES _______________________________________ DATED:______________, 1997
Note:Please complete, date and sign exactly as your name appears hereon. When
signing as attorney, administrator, executor, guardian, trustee or
corporate official, please add your title. If shares are held jointly, each
holder should sign.
