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IMPORTANT-TENDER OFFER
AIMCO
AIMCO PROPERTIES, L.P.
c/o River Oaks Partnership Services, Inc.
P.O. Box 2065
S. Hackensack, N.J., 07606-2065
(888) 349-2005
May 31, 2000
Dear Limited Partner:
We are pleased to announce that we are offering to purchase units in
your partnership, Shelter Properties V Limited Partnership, for $736 per unit,
pursuant to the enclosed Offer to Purchase. Our offer presents you with the
following two options, which you are free to accept or reject in any combination
you like:
1. You may tender each of your units in exchange for $736 in
cash, in which case you may recognize a gain or loss for federal income
tax purposes.
2. You may retain any or all of your units. If you choose to
retain any or all of your units, your rights as a holder of units will
remain unchanged. You will continue to participate in gains and losses
of your partnership(s), and you will receive distributions, if any,
payable in respect of your units.
The offer is scheduled to expire on June 28, 2000, unless otherwise
extended.
We are offering to purchase any and all units in your partnership,
subject to the terms of the offer. Our offer is not subject to any minimum
number of units being tendered. You will not be required to pay any partnership
transfer fees in connection with any disposition of your units pursuant to our
offer. Our offer price will be reduced for any distributions subsequently made
by your partnership prior to the expiration of our offer.
There are advantages and disadvantages to you of accepting or declining
our offer. The terms of the offer are more fully described in the enclosed
materials,
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May 31, 2000
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which you should read carefully. These documents describe the material risks and
opportuni ties associated with the offer, including certain tax considerations.
The general partner of your partnership is remaining neutral and makes no
recommendation as to whether you should tender or refrain from tendering your
units in any offer. Although the general partner believes our offer is fair, the
general partner also believes that you must make your own decision whether or
not to participate in any offer, based upon a number of factors, including
several factors that may be personal to you, such as your financial position,
your need or desire for liquidity, your preferences regarding the timing of when
you might wish to sell your units, other financial opportunities available to
you, and your tax position and the tax consequences to you of selling your
units. The general partner is our affiliate. LIMITED PARTNERS ARE URGED TO READ
OUR OFFER TO PURCHASE AND THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY
BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.
You should be aware, however, that, as with any rational investment
decision, we are making our offer with a view to making a profit.
If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed yellow acknowledgment and agreement in
accordance with the enclosed instructions and mail or deliver the signed yellow
acknowledgment and agreement and any other required documents to River Oaks
Partnership Services, Inc., which is acting as the Information Agent in
connection with our offer, at the address set forth on the back cover of the
enclosed Offer to Purchase. The offer will expire at 5:00 p.m. New York City
time on June 28, 2000, unless extended. If you have any questions or require
further information, please call the Information Agent, toll free, at (888)
349-2005.
Very truly yours,
AIMCO PROPERTIES, L.P.
