<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
----------------
ANGELES PARTNERS XII
(Name of Subject Company)
ERP OPERATING LIMITED PARTNERSHIP
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
----------------
Copy to:
Bruce C. Strohm, Esq. Don S. Hershman, Esq.
Equity Residential Properties Trust Holleb & Coff
Two North Riverside Plaza 55 East Monroe Street
Chicago, Illinois 60606 Chicago, Illinois 60606
(312) 474-1300 (312) 807-4600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
$14,242,800 $2,849
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. Assumes the purchase of
21,912 Units at a purchase price equal to $650 per Unit in cash.
[_]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: Filing Party:
Form or Registration Number: Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. None 14D-1 Page 1 of 5 pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ERP OPERATING LIMITED PARTNERSHIP: 36-3894853
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS):
WC
- --------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Illinois
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
- --------------------------------------------------------------------------------
8. CHECK IF THE AGGREGATE IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
0%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 5 pages
Item 1. Security and Subject Company.
(a) This Schedule relates to units of limited partnership interest (the
"Units") in ANGELES PARTNERS XII, a California limited partnership (the
"Issuer"), the subject company. The address of the Issuer's principal executive
offices is 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
(b) This Schedule relates to the offer by ERP OPERATING LIMITED PARTNERSHIP
(the "Purchaser") to purchase, in cash, up to 21,912 Units at a purchase price
equal to $650 per Unit, less the amount of any distributions declared or made
with respect to the Units between August 20, 1999 and October 7, 1999 or such
other date to which this Offer may be extended (the "Expiration Date"), upon
the terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") dated September 2, 1999 (the "Offer Date"), and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. The Issuer had 44,718 Units issued and
outstanding held by approximately 2,600 holders of Units (the "Unitholders") as
of December 31, 1998, according to its Annual Report on Form 10-K.
(c) The information set forth under the captions "Introduction--
Establishment of the Offer Price," "Effects of the Offer" and "Background and
Reasons for the Offer" in the Offer to Purchase is incorporated herein by
reference.
Item 2. Identity and Background.
(a)-(d) This Schedule is being filed by the Purchaser, an Illinois limited
partnership. The principal business of the Purchaser is the ownership,
acquisition, development, expansion and management of multi-family apartment
properties. The information set forth in "Introduction," "Certain Information
Concerning the Purchaser" and in Schedule I is incorporated herein by
reference.
(e)-(g) The information set forth in "Certain Information Concerning the
Purchaser" and Schedule I is incorporated herein by reference. During the last
five years, neither the Purchaser nor, to the best of the knowledge of the
Purchaser, any person named on Schedule I nor any affiliate of the Purchaser,
including its general partner: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, Federal or state securities laws or finding any
violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) See the discussion under the caption "Certain Information Concerning
the Purchaser" in the Offer to Purchase for information concerning purchases of
Units by the Purchaser. Since January 1, 1996, there have been no transactions
between the Purchaser and the Issuer or, to the knowledge of the Purchaser, any
of the Issuer's affiliates or general partners, or any directors or executive
officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds" in the
Offer to Purchase is incorporated herein by reference.
(b)-(c) Not Applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a)-(g) The information set forth under the caption "Future Plans" in the
Offer to Purchase is incorporated herein by reference. Other than as set forth
therein, the Purchaser has no plans or proposals that would relate to or would
result in any of the transactions, changes or other results described in Items
5(a) through (g) of Schedule 14D-1.
<PAGE>
Page 3 of 5 pages
Item 6. Interest in Securities of the Subject Company.
(a)-(b) The information set forth in "Certain Information Concerning the
Purchaser" in the Offer to Purchase is incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the Purchaser"
in the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
The information set forth under the caption "Certain Information Concerning
the Purchaser" in the Offer to Purchase is incorporated herein by reference.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" in the Offer to
Purchase is incorporated herein by reference.
(d)-(e) None.
(f) Reference is hereby made to the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, and which are incorporated herein in their entirety by
reference.
Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated September 2, 1999
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated September 2, 1999
(b)-(f) Not Applicable.
<PAGE>
Page 4 of 5 pages
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 2, 1999
ERP Operating Limited Partnership
By: Equity Residential Properties
Trust, General Partner
/s/ Bruce C. Strohm
By: _________________________________
Executive Vice President,
General
Its: ________________________________
Counsel and Secretary
_________________________________
<PAGE>
Page 5 of 5 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S> <C>
(a)(1) Offer to Purchase dated September 2, 1999
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated September 2, 1999
(b)-(f) Not Applicable.
</TABLE>
<PAGE>
EX-99.1 TENDER OFFER Exhibit (a)(1)
OFFER TO PURCHASE FOR CASH UP TO 21,912
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
ANGELES PARTNERS XII
AT
$650 PER UNIT
ERP OPERATING LIMITED PARTNERSHIP
(the "Purchaser")
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, CENTRAL STANDARD TIME, ON OCTOBER 7, 1999, UNLESS THE OFFER IS
EXTENDED.
ERP OPERATING LIMITED PARTNERSHIP (the "Purchaser") hereby seeks to acquire
units of limited partnership interest (the "Units") in ANGELES PARTNERS XII, a
California limited partnership (the "Partnership"). The Units are collectively
referred to as the "Units". The Purchaser is not affiliated with the
Partnership or its general partner (the "General Partner"). The Purchaser
hereby offers to purchase up to 21,912 Units at a purchase price equal to $650
per Unit (the "Offer Price"), less the amount of any distributions declared or
made with respect to the Units between August 20, 1999 and October 7, 1999, or
such other date to which this Offer may be extended (the "Expiration Date"),
in cash, without interest, upon the terms and subject to the conditions set
forth in this Offer to Purchase (the "Offer to Purchase") dated September 2,
1999 (the "Offer Date") and in the related Letter of Transmittal, as each may
be supplemented or amended from time to time (which together constitute the
"Offer"). The 21,912 Units sought pursuant to the Offer represent
approximately 49% of the Units outstanding as of December 31, 1998. The
Purchaser and its affiliates currently do not own any Units. If all of the
Units sought hereunder are purchased, the Purchaser would hold a total of
approximately 49% of the outstanding Units.
Holders of Units (the "Unitholders") are urged to consider the following
factors:
. The Offer Price of $650 per Unit exceeds the offer price for the Units
currently being made by the General Partner by $80 per Unit. The
Purchaser is making the Offer for investment purposes and with the
intention of making a profit from the ownership of the Units. In
establishing the purchase price of $650 per Unit, the Purchaser is
motivated to establish the lowest price which might be acceptable to
Unitholders consistent with the Purchaser's objectives. There is no
public market for the Units, and neither the Unitholders nor the
Purchaser has any accurate means for determining the actual present
value of the Units. Although there can be no certainty as to the actual
present value of the Units, the Purchaser has estimated, solely for the
purposes of determining an acceptable Offer price, that the Units could
have an estimated value of $650 per Unit. It should be noted, however,
that the Purchaser has not made an independent appraisal of the Units or
the Partnership's properties. Accordingly, there can be no assurance
that this estimate accurately reflects an approximate value of the Units
or that the actual amounts which may be realized by Unitholders may not
vary substantially from this estimate.
. Tendering Unitholders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Units to the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses
incurred in connection with the Offer. The Purchaser desires to purchase
all Units tendered by each Unitholder.
. Unitholders who tender their Units will give up the opportunity to
participate in any future benefits from the ownership of Units,
including potential future distributions by the Partnership, and the
1
<PAGE>
purchase price per Unit payable to a tendering Unitholder by the
Purchaser may be less than the total amount which might otherwise be
received by the Unitholder with respect to the Unit over the remaining
term of the Partnership.
. The Purchaser may accept only a portion of the Units tendered by a
Unitholder in the event a total of more than 21,912 Units are tendered.
. The Purchaser is not affiliated with the Partnership or the General
Partner. However, as a result of consummation of the Offer, the
Purchaser may be in a position to significantly influence all
Partnership decisions on which Unitholders may vote. The Purchaser will
vote the Units acquired in the Offer in its own interest, which may be
different from or in conflict with the interests of the remaining
Unitholders.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS
BEING TENDERED. THE OFFER TO PURCHASE UNITS CURRENTLY BEING MADE BY THE
GENERAL PARTNER OF YOUR PARTNERSHIP IS CONDITIONED UPON SUCH ENTITY RECEIVING
A MINIMUM OF 35% OF THE ISSUER'S OUTSTANDING UNITS.
IF MORE THAN 21,912 UNITS ARE VALIDLY TENDERED AND NOT WITHDRAWN, THE
PURCHASER WILL ACCEPT FOR PURCHASE 21,912 UNITS FROM TENDERING UNITHOLDERS ON
A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS HEREIN. A UNITHOLDER MAY
TENDER ANY OR ALL UNITS OWNED BY SUCH UNITHOLDER.
The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time: (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment
for, any Units; (ii) upon the occurrence of any of the conditions specified in
Section 14 of the Offer to Purchase, to terminate the Offer and not accept for
payment any Units not theretofore accepted for payment or paid for, or to
delay the acceptance for payment of, or payment for, any Units not theretofore
accepted for payment or paid for; and (iii) to amend the Offer in any respect.
Notice of any such extension, termination or amendment will promptly be
disseminated to Unitholders in a manner reasonably designed to inform
Unitholders of such change in compliance with Rule 14d-4(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the case
of an extension of the Offer, such extension will be followed by a press
release or public announcement which will be issued no later than 9:00 a.m.,
central standard time, on the next business day after the scheduled Expiration
Date, in accordance with Rule 14e-1(d) under the Exchange Act.
September 2, 1999
IMPORTANT
Any Unitholder desiring to tender any or all of such Unitholder's Units
should complete and sign the Letter of Transmittal (a copy of which is
enclosed with this Offer to Purchase, printed on pink paper) in accordance
with the instructions in the Letter of Transmittal and mail, deliver or
telecopy the Letter of Transmittal and any other required documents to MMS
Escrow and Transfer Agency, Inc. (the "Depositary") at the address or
facsimile number set forth below.
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Excrow and Transfer Agency, Inc.
1845 Maxwell St., Suite 101 P.O. Box 7090
Troy, MI 48084 Troy, MI 48007-7090
By Facsimile: (248) 614-4536
Please call the Depositary with any questions at (888) 292-4264.
2
<PAGE>
Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchaser at
(312) 474-1300.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING
BEEN AUTHORIZED.
The Partnership is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file reports and
other information with the Securities and Exchange Commission (the
"Commission") relating to its business, financial condition and other matters.
Such reports and other information are available on the Commission's
electronic data gathering and retrieval (EDGAR) system, at its internet web
site at www.sec.gov, and may be inspected at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and are available for inspection and copying at
the regional offices of the Commission located in Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Room of the Commission in Washington,
D.C. at prescribed rates.
The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 (including exhibits) pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, furnishing certain additional
information with respect to the Offer. Such statement and any amendments
thereto, including exhibits, may be inspected and copies may be obtained from
the offices of the Commission in the manner specified above.
3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION.............................................................. 5
TENDER OFFER.............................................................. 7
Section 1.Terms of the Offer............................................. 7
Section 2.Proration; Acceptance for Payment and Payment for Units........ 7
Section 3.Procedures for Tendering Units................................. 8
Section 4.Withdrawal Rights.............................................. 9
Section 5.Extension of Tender Period; Termination; Amendment............. 10
Section 6.Certain Federal Income Tax Consequences........................ 11
Section 7.Effects of the Offer........................................... 12
Section 8.Background and Reasons for the Offer........................... 13
Section 9.Future Plans................................................... 15
Section 10.The Business of the Partnership................................ 15
Section 11.Conflicts of Interest.......................................... 16
Section 12.Certain Information Concerning the Purchaser................... 16
Section 13.Source of Funds................................................ 17
Section 14 Conditions of the Offer........................................ 17
Section 15.Certain Legal Matters.......................................... 18
Section 16.Fees and Expenses.............................................. 19
Section 17.Miscellaneous.................................................. 19
Schedule I--The Purchaser and the Respective Principals of its General
Partner.................................................................. 20
</TABLE>
4
<PAGE>
To the Unitholders of ANGELES PARTNERS XII:
INTRODUCTION
The Purchaser hereby offers to purchase up to 21,912 Units at a purchase
price of $650 per Unit, less the amount of any distributions declared or paid
with respect to the Units between August 20, 1999 and the Expiration Date (the
"Offer Price"), in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer. Unitholders who tender their Units will not
be obligated to pay any Partnership transfer fees, or any other fees, expenses
or commissions in connection with the tender of Units. The Purchaser will pay
all such costs and all charges and expenses of the Depositary in connection
with the Offer.
Unitholders are urged to consider the following factors:
. The Offer Price of $650 per Unit exceeds the offer price for the Units
currently being made by the General Partner by $80 per Unit. The
Purchaser is making the Offer for investment purposes and with the
intention of making a profit from the ownership of the Units. In
establishing the purchase price of $650 per Unit, the Purchaser is
motivated to establish the lowest price which might be acceptable to
Unitholders consistent with the Purchaser's objectives. There is no
public market for the Units, and neither the Unitholders nor the
Purchaser has any accurate means for determining the actual present
value of the Units. Although there can be no certainty as to the actual
present value of the Units, the Purchaser has estimated, solely for the
purposes of determining an acceptable Offer price, that the Units could
have an estimated value of $650 per Unit. It should be noted, however,
that the Purchaser has not made an independent appraisal of the Units or
the Partnership's properties. Accordingly, there can be no assurance
that this estimate accurately reflects an approximate value of the Units
or that the actual amounts which may be realized by holders for the
Units may not vary substantially from this estimate.
. Tendering Unitholders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Units to the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses
incurred in connection with the Offer. The Purchaser desires to purchase
all Units tendered by each Unitholder.
. Unitholders who tender their Units will give up the opportunity to
participate in any future benefits from the ownership of Units,
including potential future distributions by the Partnership, and the
purchase price per Unit payable to a tendering Unitholder by the
Purchaser may be less than the total amount which might otherwise be
received by the Unitholder with respect to the Unit over the remaining
term of the Partnership.
. The Purchaser may accept only a portion of the Units tendered by a
Unitholder in the event a total of more than 21,912 Units are tendered.
. The Purchaser is not affiliated with the Partnership or the General
Partner. However, as a result of consummation of the Offer, the
Purchaser may be in a position to significantly influence all
Partnership decisions on which Unitholders may vote. The Purchaser will
vote the Units acquired in the Offer in its own interest, which may be
different from or in conflict with the interests of the remaining
Unitholders.
The Offer will provide Unitholders with an opportunity to liquidate their
investment without the usual transaction costs associated with market sales.
Unitholders may have a more immediate need to use the cash now tied up in an
investment in the Units and wish to sell them to the Purchaser. Unitholders
who sell all of their Units will also eliminate the need to file form K-1
information with their federal tax returns for years after 1999.
For further information concerning the Purchaser, see Section 12 below and
Schedule I.
5
<PAGE>
Establishment of the Offer Price
The Purchaser has set the Offer Price at $650 per Unit, less the amount of
any distributions declared or made with respect to the Units between the
August 20, 1999 and the Expiration Date. In determining the Offer Price, the
Purchaser analyzed a number of quantitative and qualitative factors,
including: (i) the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1998; (ii) unaudited results of operations of the Partnership for
the period since the beginning of the Partnership's current fiscal year
through June 30, 1999; and (iii) tender offer statements,
solicitation/recommendation statements and beneficial ownership reports on
Schedules 14D-1, 14D-9 and 13D.
The Purchaser is offering to purchase Units which are an illiquid
investment and are not offering to purchase the Partnership's underlying
assets. The assets of the Partnership, according to the General Partner of the
Partnership, will not be liquidated for an indefinite period of time. Using
publicly available information concerning the Partnership contained in the
Partnership's Form 10-K for the year ended December 31, 1998, the Purchaser
derived an estimated net asset value for the Units. The Purchaser has relied
solely on publicly available information in making its estimate of the value
of the Partnership's assets. The Purchaser's estimated value of Partnership
assets was calculated solely for purposes of formulating its offer and cannot
be relied upon as representing an amount which might actually be realized upon
a liquidation of the Partnership's assets, whether now or at any time in the
future.
The Partnership currently owns interests in eight residential apartment
complexes: Briarwood Apartments, a 73-unit complex in Cedar Rapids, Iowa;
Chambers Ridge Apartments, a 324-unit complex in Harrisburg, Pennsylvania;
Gateway Gardens Apartments, a 328-unit complex in Cedar Rapids, Iowa; Hunters
Glen Apartments-IV, a 264-unit complex in Plainsboro, New Jersey; Hunters Glen
Apartments-V, a 304-unit complex in Plainsboro, New Jersey; Hunters Glen
Apartments-VI, a 328-unit complex in Plainsboro, New Jersey; Pickwick Place
Apartments, a 336-unit complex in Indianapolis, Indiana; and Twin Lake Towers
Apartments, a 399-unit complex in Westmont, Illinois.
The Offer Price represents the price at which the Purchaser is willing to
purchase Units. No independent person has been retained to evaluate or render
any opinion with respect to the fairness of the Offer Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as
to such fairness. Other measures of the value of the Units may be relevant to
Unitholders. Unitholders are urged to consider carefully all of the
information contained herein and consult with their own advisors, tax,
financial or otherwise, in evaluating the terms of the Offer before deciding
whether to tender Units.
In a tender offer that will terminate on September 16, 1999, if not
extended, certain affiliates of the General Partner seek to acquire a total of
12,098.01 Units for a net price to sellers equal to $570 per Unit, $80 per
Unit less than the offer being made by the Purchaser.
General Background Information
Certain information contained in this Offer to Purchase which relates to,
or represents, statements made by the Partnership or the General Partner, has
been derived from information provided in reports filed by the Partnership
with the Commission and Tender Offer Documents filed with the Commission on
August 20, 1999 by AIMCO Properties, L.P., an affiliate of the General
Partner.
According to publicly available information, there were 44,718 Units issued
and outstanding held by approximately 2,600 Unitholders at December 31, 1998.
If, prior to the Expiration Date, the Purchaser increases the consideration
offered to Unitholders pursuant to the Offer, such increased consideration
will be paid with respect to all Units that are purchased pursuant to the
Offer, whether or not such Units were tendered prior to such increase in
consideration.
Unitholders are urged to read this Offer to Purchase and the accompanying
Letter of Transmittal carefully before deciding whether to tender their Units.
6
<PAGE>
TENDER OFFER
Section 1. Terms of the Offer. Upon the terms and subject to the conditions
of the Offer, the Purchaser will accept for payment and pay for Units validly
tendered on or prior to the Expiration Date and not withdrawn in accordance
with Section 4 of this Offer to Purchase. The term "Expiration Date" shall
mean 12:00 midnight, central standard time, on October 7, 1999, unless and
until the Purchaser has extended the period of time for which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date on which the Offer, as so extended by the Purchaser, shall expire.
The Offer is conditioned on satisfaction of certain conditions. See Section
14, which sets forth in full the conditions of the Offer. The Purchaser
reserves the right (but shall not be obligated), in its sole discretion and
for any reason, to waive any or all of such conditions. If, by the Expiration
Date, any or all of such conditions have not been satisfied or waived, the
Purchaser reserves the right (but shall not be obligated) to: (i) decline to
purchase any of the Units tendered, terminate the Offer and return all
tendered Units to tendering Unitholders; (ii) waive all the unsatisfied
conditions and, subject to complying with applicable rules and regulations of
the Commission, purchase all Units validly tendered; (iii) extend the Offer
and, subject to the right of Unitholders to withdraw Units until the
Expiration Date, retain the Units that have been tendered during the period or
periods for which the Offer is extended; or (iv) to amend the Offer.
The Purchaser does not anticipate and has no reason to believe that any
condition or event will occur that would prevent the Purchaser from purchasing
tendered Units as offered herein.
Section 2. Proration; Acceptance for Payment and Payment for Units. If the
number of Units validly tendered prior to the Expiration Date and not
withdrawn is 21,912 or less, the Purchaser, upon the terms and subject to the
conditions of the Offer, will accept for payment all Units so tendered. If the
number of Units validly tendered prior to the Expiration Date and not
withdrawn exceeds 21,912, the Purchaser, upon the terms and subject to the
conditions of the Offer, will accept for payment Units so tendered on a pro
rata basis.
In the event that proration is required, because of the difficulty of
immediately determining the precise number of Units to be accepted, the
Purchaser will announce the final results of proration as soon as practicable,
but in no event later than five business days following the Expiration Date.
The Purchaser will not pay for any Units tendered until after the final
proration factor has been determined.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchaser will accept for payment, and will pay for, Units
validly tendered and not withdrawn in accordance with Section 4, as promptly
as practicable following the Expiration Date. In all cases, payment for Units
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment (and thereby purchased) tendered Units when, as and if the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance for payment of such Units pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Units purchased pursuant
to the Offer will in all cases be made by deposit of the Offer Price with the
Depositary, which will act as agent for the tendering Unitholders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering Unitholders.
Under no circumstances will interest be paid on the Offer Price by reason
of any delay in making such payment.
If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units not purchased will be of no force or
effect. If, for any reason whatsoever, acceptance for payment of, or payment
for, any Units tendered pursuant to the Offer is delayed or the Purchaser is
unable to accept for payment,
7
<PAGE>
purchase or pay for Units tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights under Section 14 (but subject to
compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Units, subject to
any limitations of applicable law, and such Units may not be withdrawn except
to the extent that the tendering Unitholders are entitled to withdrawal rights
as described in Section 4.
If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to the
Offer, whether or not such Units were tendered prior to such increase.
Section 3. Procedures for Tendering Units.
Valid Tender. For Units to be validly tendered pursuant to the Offer, a
properly completed and duly executed Letter of Transmittal (a copy of which is
enclosed with this Offer to Purchase, printed on pink paper) with any other
documents required by the Letter of Transmittal must be received by the
Depositary at its address on or prior to the Expiration Date. A Unitholder may
tender any or all Units owned by such Unitholder.
In order for a tendering Unitholder to participate in the Offer, Units must
be validly tendered and not withdrawn prior to the Expiration Date, which is
12:00 midnight, central standard time, on October 7, 1999, or such date to
which the Offer may be extended.
The method of delivery of the Letter of Transmittal and all other required
documents is at the option and risk of the tendering Unitholder and delivery
will be deemed made only when actually received by the Depositary.
Backup Federal Income Tax Withholding. To prevent the possible application
of 31% backup federal income tax withholding with respect to payment of the
Offer Price for Units purchased pursuant to the Offer, a tendering Unitholder
must provide the Depositary with such Unitholder's correct taxpayer
identification number and make certain certifications that such Unitholder is
not subject to backup federal income tax withholding. Each tendering
Unitholder must insert in the Letter of Transmittal the Unitholder's taxpayer
identification number or social security number in the space provided on the
Letter of Transmittal. The Letter of Transmittal also includes a substitute
Form W-9, which contains the certifications referred to above. (See the
Instructions to the Letter of Transmittal.)
FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the sum of the Offer Price plus the amount of
Partnership liabilities allocable to each Unit tendered, each Unitholder must
complete the FIRPTA Affidavit included in the Letter of Transmittal certifying
such Unitholder's taxpayer identification number and address and that the
Unitholder is not a foreign person. (See the Instructions to the Letter of
Transmittal and "Section 6. Certain Federal Income Tax Consequences.")
Assignment of Interest in Future Distributions. By executing the letter of
transmittal, a Unitholder will irrevocably assign to the Purchaser and its
assigns all of the Unitholder's right, title and interest in and to any and
all distributions made by the Partnership from any source and of any nature,
including, without limitation, distributions in the ordinary course,
distributions from sales of assets, distributions upon liquidation, winding-up
or dissolution, payments in settlement of existing or future litigation, and
all other distributions and payments from and after the expiration date of the
Offer, in respect of the Units tendered by the Unitholder and accepted for
payment and thereby purchased by the Purchaser. If, after the Unit is accepted
for payment and purchased by the Purchaser, the Unitholder receives any
distribution from any source and of any nature, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up or dissolution, payments in
settlement of existing or future litigation and all other distributions and
payments, from the Partnership in respect of its Unit, it will agree to
forward promptly such distribution to the Purchaser.
8
<PAGE>
Other Requirements. By executing a Letter of Transmittal as set forth
above, a tendering Unitholder irrevocably appoints the designees of the
Purchaser as such Unitholder's proxies, in the manner set forth in the Letter
of Transmittal, each with full power of substitution, to the full extent of
such Unitholder's rights with respect to the Units tendered by such Unitholder
and accepted for payment by the Purchaser. Such appointment will be effective
when, and only to the extent that, the Purchaser accepts such Units for
payment. Upon such acceptance for payment, all prior proxies given by such
Unitholder with respect to such Units will, without further action, be
revoked, and no subsequent proxies may be given (and if given will not be
effective). The designees of the Purchaser will, with respect to such Units,
be empowered to exercise all voting and other rights of such Unitholder as
they in their sole discretion may deem proper at any meeting of Unitholders,
by written consent or otherwise. In addition, by executing a Letter of
Transmittal, a Unitholder also assigns to the Purchaser all of the
Unitholder's rights to receive distributions from the Partnership with respect
to Units which are accepted for payment and purchased pursuant to the Offer,
other than those distributions declared or paid during the period commencing
on the Offer Date and terminating on the Expiration Date.
Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Units pursuant to the procedures described above will be determined
by the Purchaser, in its sole discretion, which determination shall be final
and binding. The Purchaser reserves the absolute right to reject any or all
tenders if not in proper form or if the acceptance of, or payment for, the
absolute right to reject any or all tenders if not in proper form or if the
acceptance of, or payment for, the Units tendered may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the right to
waive any defect or irregularity in any tender with respect to any particular
Units of any particular Unitholder, and the Purchaser's interpretation of the
terms and conditions of the Offer (including the Letter of Transmittal and the
Instructions thereto) will be final and binding. Neither the Purchaser, the
Depositary, nor any other person will be under any duty to give notification
of any defects or irregularities in the tender of any Units or will incur any
liability for failure to give any such notification.
A tender of Units pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Unitholder and the
Purchaser upon the terms and subject to the conditions of the Offer, including
the tendering Unitholder's representation and warranty that: (i) such
Unitholder owns the Units being tendered within the meaning of Rule 14e-4
under the Exchange Act; and (ii) the tender of such Units complies with Rule
14e-4. Rule 14e-4 requires, in general, that a tendering security holder
actually be able to deliver the security subject to the tender offer, and is
of concern particularly to any Unitholders who have granted options to sell or
purchase the Units, hold option rights to acquire such securities, maintain
"short" positions in the Units (i.e., have borrowed the Units) or have loaned
the Units to a short seller. Because of the nature of limited partnership
interests, the Purchaser believes it is unlikely that any option trading or
short selling activity exists with respect to the Units. In any event, a
Unitholder will be deemed to tender Units in compliance with Rule 14e-4 and
the Offer if the holder is the record owner of the Units and the holder: (i)
delivers the Units pursuant to the terms of the Offer; (ii) causes such
delivery to be made; (iii) guarantees such delivery; (iv) causes a guaranty of
such delivery; or (v) uses any other method permitted in the Offer (such as
facsimile delivery of the Transmittal Letter).
Section 4. Withdrawal Rights. Except as otherwise provided in this Section
4, all tenders of Units pursuant to the Offer are irrevocable, provided that
Units tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in
this Offer to Purchase, may also be withdrawn at any time on or after October
7, 1999.
For withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at the address or the
facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the
Units to be withdrawn and must be signed by the person(s) who signed the
Letter of Transmittal in the same manner as the Letter of Transmittal was
signed.
9
<PAGE>
If purchase of, or payment for, Units is delayed for any reason or if the
Purchaser is unable to purchase or pay for Units for any reason, then, without
prejudice to the Purchaser's rights under the Offer, tendered Units may be
retained by the Depositary on behalf of the Purchaser and may not be withdrawn
except to the extent that tendering Unitholders are entitled to withdrawal
rights as set forth in this Section 4, subject to Rule 14e-1(c) under the
Exchange Act, which provides that no person who makes a tender offer shall
fail to pay the consideration offered or return the securities deposited by or
on behalf of security holders promptly after the termination or withdrawal of
the tender offer.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. Neither the
Purchaser, the Depositary, nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
will incur any liability for failure to give any such notification.
Any Units properly withdrawn will be deemed not to be validly tendered for
purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.
Section 5. Extension of Tender Period; Termination; Amendment. The
Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time: (i) to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and the payment for, any
Units by giving oral or written notice of such extension to the Depositary;
(ii) upon the occurrence or failure to occur of any of the conditions
specified in Section 14, to delay the acceptance for payment of, or payment
for, any Units not heretofore accepted for payment or paid for, or to
terminate the Offer and not accept for payment any Units not theretofore
accepted for payment or paid for, by giving oral or written notice of such
termination to the Depositary; and (iii) to amend the Offer in any respect
(including, without limitation, by increasing or decreasing the consideration
offered or the number of Units being sought in the Offer or both or changing
the type of consideration) by giving oral or written notice of such amendment
to the Depositary. Any extension, termination or amendment will be followed as
promptly as practicable by public announcement, the announcement in the case
of an extension to be issued no later than 9:00 a.m., central standard time,
on the next business day after the previously scheduled Expiration Date, in
accordance with the public announcement requirement of Rule 14d-4(c) under the
Exchange Act. Without limiting the manner in which the Purchaser may choose to
make any public announcement, except as provided by applicable law (including
Rule 14d-4(c) under the Exchange Act), the Purchaser will have no obligation
to publish, advertise or otherwise communicate any such public announcement.
The Purchaser may also be required by applicable law to disseminate to
Unitholders certain information concerning the extensions of the Offer and any
material changes in the terms of the Offer.
If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Depositary
may retain tendered Units on behalf of the Purchaser, and such Units may not
be withdrawn except to the extent tendering Unitholders are entitled to
withdrawal rights as described in Section 4. However, the ability of the
Purchaser to delay payment for Units that the Purchaser has accepted for
payment is limited by Rule 14e-1 under the Exchange Act, which requires that
the Purchaser pay the consideration offered or return the securities deposited
by or on behalf of holders of securities promptly after the termination or
withdrawal of the Offer.
If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer
or information concerning the offer, other than a change in price or a change
in percentage of securities sought, will depend upon the facts and
circumstances, including the relative materiality of the change in the terms
or information. With respect to a change in price or a change in percentage of
securities sought (other than an increase of not more than 2% of the
securities sought),
10
<PAGE>
however, a minimum ten business day period is generally required to allow for
adequate dissemination to security holders and for investor response. As used
in this Offer to Purchase, "business day" means any day other than a Saturday,
Sunday or a federal holiday, and consists of the time period from 12:01 a.m.
through 12:00 midnight, central standard time.
Section 6. Certain Federal Income Tax Consequences. THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND
DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO A
PARTICULAR UNITHOLDER. For example, this discussion does not address the
effect of any applicable foreign, state, local or other tax laws other than
federal income tax laws. Certain Unitholders (including trusts, foreign
persons, tax-exempt organizations or corporations subject to special rules,
such as life insurance companies or S corporations) may be subject to special
rules not discussed below. This discussion is based on the Internal Revenue
Code of 1986, as amended (the "Code"), existing regulations, court decisions
and Internal Revenue Service ("IRS") rulings and other pronouncements. EACH
UNITHOLDER TENDERING UNITS SHOULD CONSULT SUCH UNITHOLDER'S OWN TAX ADVISOR AS
TO THE PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF ACCEPTING THE OFFER,
INCLUDING THE APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL, FOREIGN,
STATE, LOCAL AND OTHER TAX LAWS.
The following discussion is based on the assumption that the Partnership is
treated as a partnership for federal income tax purposes and is not a
"publicly traded partnership" as that term is defined in the Code.
Gain or Loss. A taxable Unitholder will recognize a gain or loss on the
sale of such Unitholder's Units in an amount equal to the difference between:
(i) the amount realized by such Unitholder on the sale; and (ii) such
Unitholder's adjusted tax basis in the Units sold. The amount realized by a
Unitholder will include the amount of cash received in exchange for the Units
plus the Unitholder's share of the Partnership's liabilities, if any,
allocable to the Units sold (as determined under Code Section 752 and the
regulations thereunder). If the Unitholder reports a loss on the sale, such
loss generally could not be currently deducted by such Unitholder except
against such Unitholder's capital gains from other investments assuming the
Units were a capital asset in the Unitholder's hand. In addition, such loss
would be treated as a passive activity loss. (See "Suspended Passive Activity
Losses" below.)
The adjusted tax basis in the Units of a Unitholder will depend upon
individual circumstances. (See "Partnership Allocations in Year of Sale"
below.) Each Unitholder who plans to tender hereunder should consult with the
Unitholder's own tax advisor as to the Unitholder's adjusted tax basis in the
Unitholder's Units and the resulting tax consequences of a sale.
If any portion of the amount realized by a Unitholder is attributable to
such Unitholder's share of "unrealized receivables" or "substantially
appreciated inventory items" as defined in Code Section 751, a corresponding
portion of such Unitholder's gain or loss will be treated as ordinary gain or
loss. It is possible that the basis allocation rules of Code Section 751 may
result in a Unitholder's recognizing ordinary income with respect to the
portion of the Unitholder's amount realized on the sale of a Unit that is
attributable to such items while recognizing a capital loss with respect to
the remainder of the Unit.
A tax-exempt Unitholder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Units
pursuant to the Offer, assuming that such Unitholder does not hold its Units
as a "dealer" and has not acquired such Units with debt financed proceeds.
Partnership Allocations in Year of Sale. A tendering Unitholder will be
allocated the Unitholder's pro rata share of the annual taxable income and
losses from the Partnership with respect to the Units sold for the period
through the date of sale, even though such Unitholder will assign to the
Purchaser its rights to receive certain
11
<PAGE>
cash distributions with respect to such Units. Such allocations and any
Partnership distributions for such period would affect a Unitholder's adjusted
tax basis in the tendered Units and, therefore, the amount of gain or loss
recognized by the Unitholder on the sale of the Units.
Possible Tax Termination. The Code provides that if 50% or more of the
capital and profits interests in a partnership are sold or exchanged within a
12-month period, such partnership generally will terminate for federal income
tax purposes. It is possible that the Partnership could terminate for federal
income tax purposes as a result of consummation of the Offer. If so, the
Partnership will be treated as having made a liquidating distribution of an
undivided interest in all of its assets and liabilities to the remaining
Unitholders, the partners of the Partnership after consummation of the Offer
(i.e., the nontendering Unitholders and the Purchaser) would be treated as
having recontributed their interests in Partnership assets to the Partnership,
and the capital accounts of all partners would be restated. A Unitholder would
recognize gain on the liquidating distribution only to the extent that the
amount of cash deemed distributed to the Unitholder exceeded the Unitholder's
basis in the Units. Depending on the Unitholders' bases in their Units and the
Partnership's tax basis in its property, a tax termination could affect,
perhaps adversely, the amount of depreciation deductions reported by the
Partnership for the period following the date of such termination. A tax
termination of the Partnership also could have an adverse effect on
Unitholders whose tax year is not on a calendar year, of the inclusion of more
than one year of Partnership tax items in one tax return of such Unitholders,
resulting in a "bunching" of income. In addition, a tax termination could have
an adverse effect on non-tendering Unitholders who subsequently dispose of
their Units at a gain of requiring them to treat a greater portion of such
gain as ordinary income (due to the application of Code Section 735) than
would otherwise be required absent a tax termination of the Partnership.
Suspended "Passive Activity Losses". A Unitholder who sells all of the
Unitholder's Units would be able to deduct "suspended" passive activity losses
from the Partnership, if any, in the year of sale free of the passive activity
loss limitation. As a limited partner of the Partnership, which was engaged in
real estate activities, the ability of a Unitholder, who or which is subject
to the passive activity loss rules, to claim tax losses from the Partnership
was limited. Upon sale of all of the Unitholder's Units, such Unitholder would
be able to use any "suspended" passive activity losses first against gain, if
any, on sale of the Unitholder's Units and then against income from any other
source.
Foreign Unitholders. Gain realized by a foreign Unitholder on a sale of a
Unit pursuant to the Offer will be subject to federal income tax. Under Code
Section 1445, the transferee of a partnership interest held by a foreign
person is generally required to deduct and withhold a tax equal to 10% of the
amount realized on the disposition. The Purchaser will withhold 10% of the
amount realized by a tendering Unitholder from the purchase price payment to
be made to such Unitholder unless the Unitholder properly completes and signs
the FIRPTA Affidavit included as part of the Letter of Transmittal certifying
the Unitholder's TIN, that such Unitholder is not a foreign person and the
Unitholder's address. Amounts withheld would be creditable against a foreign
Unitholder's federal income tax liability and, if in excess thereof, a refund
could be obtained from the IRS by filing a U.S. income tax return.
Section 7. Effects of the Offer.
Limitations on Resales. The Purchaser does not believe the provisions of
the Agreement of Limited Partnership of the Partnership should restrict
transfers of Units.
Effect on Trading Market. There is no established public trading market for
the Units and, therefore, a reduction in the number of Unitholders should not
materially further restrict the Unitholders' ability to find purchasers for
their Units on any secondary market.
Voting Power of Purchaser. Depending on the number of Units acquired by the
Purchaser pursuant to the Offer, the Purchaser may have the ability to exert
certain influence on matters subject to the vote of Unitholders, though the
maximum number of Units sought hereunder would not give the Purchaser a
controlling voting interest.
12
<PAGE>
Other Potential Effects. The Units are registered under Section 12(g) of
the Exchange Act, which requires, among other things that the Partnership
furnish certain information to its Unitholders and to the Commission and
comply with the Commission's proxy rules in connection with meetings of, and
solicitation of consents from, Unitholders. Registration and reporting
requirements could be terminated by the Partnership if the number of record
holders falls below 300, or below 500 if the Partnership's total assets are
below $10 million for three consecutive preceding fiscal years. The
Partnership reported total assets in excess of $49 million as of its most
recent fiscal year end and a total of approximately 2,600 limited partners.
Although it is possible that the purchase of Units pursuant to the Offer could
reduce the number of record Unitholders below 300, the Purchaser believes the
possibility is remote. Accordingly, the Purchaser does not believe that the
purchase of Units pursuant to the Offer will result in the Units becoming
eligible for deregistration under the Exchange Act.
Section 8. Background and Reasons for the Offer.
General. The Purchaser is in the business of owning, acquiring, developing,
expanding and managing multi-family apartment properties. The Offer provides
the Purchaser with an opportunity to purchase ownership interests in the
Partnership while providing Unitholders with an opportunity to liquidate their
current investment.
There have been a number of recent tender offers to acquire certain of the
Units. On April 14, 1998, Broad River Properties, LLC commenced a tender offer
pursuant to which it acquired 8,002 Units (representing approximately 17.9% of
the number outstanding) at a cash purchase price of $500 per Unit. On May 13,
1999, AIMCO Properties, L.P., an affiliate of the General Partner, commenced a
tender offer pursuant to which it acquired 1,275 Units (representing
approximately 2.9% of the outstanding units) at a cash purchase price of $534
per Unit. On August 13, 1998, Cooper River Properties, L.L.C. commenced a
tender offer for $600 per Unit and purchased 4,533 Units. On August 20, 1999,
AIMCO Properties, L.P. commenced a tender offer for up to 12,098.01 Units for
$570 per unit.
The Purchaser is aware that other tender offers may have been or are
currently being made by unaffiliated third parties to acquire Units in the
Partnership in exchange for cash. The Purchaser is unaware of the amounts
offered, terms, tendering parties or number of Units involved in these tender
offers.
Determination of Offer Price. In establishing the Offer Price, the
Purchaser reviewed certain publicly available information including, among
other things: (i) the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1998; (ii) unaudited results of operations of the
Partnership for the period since the beginning of the Partnership's current
fiscal year through June 30, 1999; and (iii) tender offer statements,
solicitation/recommendation statements and beneficial ownership reports on
Schedules 14D-1, 14D-9 and 13D. The Purchaser's determination of the Offer
Price was based on its review and analysis of the foregoing information and
the other financial information.
Valuation of Units. The Purchaser determined the Offer Price by reviewing
the analysis in the tender offer documents prepared by AIMCO Properties, L.P.,
an affiliate of the General Partner, on August 20, 1999 (the "Competing Tender
Offer"). The Purchaser believes that the methodology used by AIMCO Properties,
L.P., being an affiliate of the General Partner, in the Competing Tender Offer
is reasonable, and in fact, some of the assumed variables may be too
conservative. Hence the Purchaser valued the Units at $650 each, $80 more per
Unit than offered by AIMCO Properties, L.P.
Prices on Secondary Market. Secondary market sales information is not a
reliable measure of value because of the limited amount of any known trades.
At present, privately negotiated sales and sales through intermediaries are
the only means which may be available to a limited partner to liquidate an
investment in Units (other than the Offer and the Competing Tender Offer)
because the Units are not listed or traded on any exchange or quoted on
NASDAQ, on the Electronic Bulletin Board, or in "pink sheets." Secondary sales
activity for the Units, including privately negotiated sales, has been limited
and sporadic.
13
<PAGE>
The prices in the table below are based solely on information reported by
the General Partner in the Competing Tender Offer based on information
provided by sellers and buyers of Units transferred in sale transactions
(i.e., excluding transactions believed to result from the death of a limited
partner, rollover to an IRA account, establishment of a trust, trustee to
trustee transfers, termination of a benefit plan, distributions from a
qualified or nonqualified plan, uniform gifts to minors, abandonment of units
or similar non-sale transactions). According to the General Partner, the
transfer paperwork submitted to the General Partner often did not include the
requested price information or contained conflicting information as to the
actual sales price. Sale prices not reported or disclosed could exceed the
reported prices. From January 1, 1996 to September 30, 1998, an aggregate of
12,102 units (representing approximately 27.07% of the total outstanding
units) were transferred (including any tender offers) in sale transactions, as
reported in the Competing Tender Offer. Set forth in the table below are the
high and low sales prices of units for the quarterly periods from January 1,
1996 to September 30, 1998, as reported by the General Partner and reported in
the Competing Tender Offer:
SALES PRICES OF PARTNERSHIP UNITS,
AS REPORTED BY THE GENERAL PARTNER
<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
Fiscal Year Ended December 31, 1998:
Third Quarter.......................................... $535.00 $175.00
Second Quarter......................................... 450.00 175.00
First Quarter.......................................... 403.12 30.00
Fiscal Year Ended December 31, 1997:
Fourth Quarter......................................... 410.00 110.00
Third Quarter.......................................... 406.10 65.10
Second Quarter......................................... 421.00 125.00
First Quarter.......................................... 420.00 35.00
Fiscal Year Ended December 31, 1996:
Fourth Quarter......................................... 450.00 125.00
Third Quarter.......................................... 397.17 65.00
Second Quarter......................................... 395.95 110.00
First Quarter.......................................... 392.00 110.00
</TABLE>
Set forth below are the high and low sale prices of Units for the years
ended December 31, 1996, 1997 and 1998, as reported by The Partnership
Spectrum, which is an independent, third-party source and presented in the
Competing Tender Offer. The gross sales prices reported by The Partnership
Spectrum do not necessarily reflect the net sales proceeds received by sellers
of Units, which typically are reduced by commissions and other secondary
market transaction costs to amounts less than the reported price. The
Partnership Spectrum represents only one source of secondary sales
information, and other services may contain prices for the Units that equal or
exceed sales prices reported in The Partnership Spectrum. The Purchaser does
not know whether the information compiled by The Partnership Spectrum and
presented in the Competing Tender Offer is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS,
AS REPORTED BY THE PARTNERSHIP SPECTRUM
<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
Fiscal Year Ended December 31, 1998...................... $616.00 $340.00
Fiscal Year Ended December 31, 1997...................... 450.50 300.00
Fiscal Year Ended December 31, 1996...................... 455.00 212.00
</TABLE>
14
<PAGE>
Set forth in the table below are the high and low sales prices of Units for
the year ended December 31, 1998, the first quarter of 1999 and the two months
ended May 31, 1999, as reported by the American Partnership Board, which is an
independent, third-party source and presented in the Competing Tender Offer.
The gross sales prices reported by American Partnership Board do not
necessarily reflect the net sales proceeds received by sellers of Units, which
typically are reduced by commissions and other secondary market transaction
costs to amounts less than the reported prices. The American Partnership Board
represents one source of secondary sales information, and the other services
may contain prices for Units that equal or exceed sales prices reported by the
American Partnership Board. The Purchaser does not know whether the
information compiled by the American Partnership Board and presented in the
Competing Tender Offer is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS,
AS REPORTED BY THE AMERICAN PARTNERSHIP BOARD
<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
Fiscal Year Ending December 31, 1999
Two Months ended May 31, 1999.......................... $575.00 $575.00
First Quarter.......................................... 601.10 601.10
Fiscal Year Ended December 31, 1998...................... 671.22 386.00
</TABLE>
Section 9. Future Plans. The Purchaser currently intends that, upon
consummation of the Offer, the Partnership will continue its business and
operations substantially as they are currently being conducted. The Offer is
not expected to have any effect on Partnership operations.
Although the Purchaser has no present intention to do so, it may acquire
additional Units or sell Units after completion or termination of the Offer.
Any acquisition may be made through private purchases, through one or more
future tender or exchange offers, by merger, consolidation or by any other
means deemed advisable. Any acquisition may be at a price higher or lower than
the price to be paid for the Units purchased pursuant to the Offer, and may be
for cash, shares of beneficial interest in the Purchaser or other
consideration. The Purchaser also may consider selling some or all of the
Units it acquires pursuant to the Offer to persons not yet determined, which
may include its affiliates. The Purchaser may also attempt to buy the
Partnership's property, although it has no present intention to do so. There
can be no assurance, however, that the Purchaser will initiate or complete, or
will cause the Partnership to initiate or complete, any subsequent transaction
during any specific time period following the expiration of the Offer or at
all.
Except as set forth herein, the Purchaser does not have any present plans
or proposals which relate to or would result in an extraordinary transaction,
such as a merger, reorganization or liquidation, involving the Partnership or
any of the Partnership's subsidiaries; a sale or transfer of a material amount
of the Partnership's assets (or assets of the Partnership's subsidiaries); any
changes in composition of the Partnership's senior management or personnel or
their compensation; any changes in the Partnership's present capitalization or
distribution policy; or any other material changes in the Partnership's
structure or business.
Section 10. The Business of the Partnership. Angeles Partners XII was
organized on May 26, 1983, under the laws of the State of California. Its
primary business is real estate ownership and related operations. It was
formed for the purpose of making investments in various types of real
properties which offer potential capital appreciation and cash distributions
to its limited partners.
The Partnership's investment portfolio currently consists of the following
eight residential apartment complexes: Briarwood Apartments, a 73-unit complex
in Cedar Rapids, Iowa; Chambers Ridge Apartments, a 324-unit complex in
Harrisburg, Pennsylvania; Gateway Gardens Apartments, a 328-unit complex in
Cedar Rapids, Iowa; Hunters Glen Apartments-IV, a 264-unit complex in
Plainsboro, New Jersey; Hunters Glen Apartments-V, a 304-unit complex in
Plainsboro, New Jersey; Hunters Glen Apartments-VI, a 328-unit complex in
Plainsboro, New Jersey; Pickwick Place Apartments, a 336-unit complex in
Indianapolis, Indiana; and Twin Lake Towers Apartments, a 399-unit complex in
Westmont, Illinois.
15
<PAGE>
The General Partner of the Partnership is Angeles Realty Corporation II,
which is a wholly owned subsidiary of Apartment Investment and Management
Company ("AIMCO"). A wholly-owned subsidiary of AIMCO serves as manager of the
residential properties owned by the Partnership. As of December 31, 1998,
there were 44,718 units issued and outstanding, which were held of record by
2,571 limited partners of record. The Partnership's principal executive
offices are located at 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222, and its telephone number at that address is (303) 757-8101.
For additional information about the Partnership, please refer to the
annual and quarterly reports prepared by it which were previously sent to
Unitholders, particularly Item 2 of the Annual Report on Form 10-K, which
contains detailed information regarding the properties owned, including
mortgages, rental rates and taxes.
Beneficial Ownership of Interests in the Partnership. The Purchaser: (i)
does not beneficially own or have a right to acquire any Units; (ii) has not
effected any transactions in the Units in the past 60 days; or (iii) does not
have any contract, arrangement, understanding or relationship with any other
person with respect to any securities of the Partnership, including, but not
limited to, contracts, arrangements, understandings or relationships
concerning transfer or voting thereof, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or
the giving or withholding of proxies.
Information included herein concerning the Partnership is derived from the
Partnership's publicly-filed reports and as reported in the Competing Tender
Offer.
Section 11. Conflicts of Interest.
Conflicts of Interest with Respect to the Offer. The Purchaser desires to
purchase Units at a low price and Unitholders desire to sell units at a high
price. Such conflicts of interest in connection with the Offer and the
operation of the Purchaser differ from those conflicts of interest that
currently exist for the Partnership. UNITHOLDERS ARE URGED TO READ THIS OFFER
TO PURCHASE AND ANY SCHEDULE 14D-9 FILED BY THE GENERAL PARTNER AND THE
RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO
TENDER THEIR UNITS.
Competition Among Properties. Because the Purchaser and the Partnership
both invest in apartment properties, these properties may compete with one
another for tenants. Furthermore, you should bear in mind that the Purchaser
may acquire properties in general market areas where the Partnership
properties are located.
Future Offers. Although the Purchaser has no current plans to conduct
future tender offers for the Units, these plans may change based on future
circumstances. Any such future offers that the Purchaser might make could be
for consideration that is more or less than the consideration currently being
offered.
Section 12. Certain Information Concerning the Purchaser. The Purchaser is
ERP OPERATING LIMITED PARTNERSHIP. For information concerning the Purchaser
and the respective principals of its general partner, Equity Residential
Properties Trust, please refer to Schedule I attached hereto. The principal
business of the Purchaser is the ownership, acquisition, development,
expansion and management of multi-family properties. The principal business
address of the Purchaser is Two North Riverside Plaza, Chicago, Illinois
60606.
The Purchaser has available sufficient amounts of liquid capital necessary
to fund the acquisition of all Units subject to the Offer, the expenses to be
incurred in connection with the Offer, and all other anticipated costs of the
Purchaser.
Except as otherwise set forth herein: (i) neither the Purchaser nor, to the
best knowledge of the Purchaser, the persons listed on Schedule I nor any
affiliate of the Purchaser beneficially owns or has a right to acquire any
Units; (ii) neither the Purchaser nor, to the best knowledge of the Purchaser,
the persons listed on Schedule I nor
16
<PAGE>
any affiliate of the Purchaser, or any director, executive officer or
subsidiary of any of the foregoing has effected any transaction in the Units
within the past 60 days; (iii) neither the Purchaser nor, to the best
knowledge of the Purchaser, the persons listed on Schedule I nor any affiliate
of the Purchaser has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Partnership,
including but not limited to, contracts, arrangements, understandings or
relationships concerning the transfer or voting thereof, joint ventures, loan
or option arrangements, puts or calls, guarantees of loans, guarantees against
loss or the giving or withholding of proxies, consents or authorizations; (iv)
there have been no transactions or business relationships which would be
required to be disclosed under the rules and regulations of the Commission
between any of the Purchaser or, to the best knowledge of the Purchaser, the
persons listed on Schedule I, or any affiliate of the Purchaser on the one
hand, and the Partnership or its affiliates, on the other hand; and (v) there
have been no contracts, negotiations or transactions between the Purchaser, or
to the best knowledge of the Purchaser any affiliate of the Purchaser on the
one hand, the persons listed on Schedule I, and the Partnership or its
affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.
The Purchaser is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file reports and
other information with the Commission relating to its business, financial
condition and other matters. Such reports and other information are available
on the Commission's electronic data gathering and retrieval (EDGAR) system, at
its internet web site at www.sec.gov, and may be inspected at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and are available for
inspection and copying at the regional offices of the Commission located in
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference Room of the
Commission in Washington, D.C. at prescribed rates.
Section 13. Source of Funds. The Purchaser expects that approximately
$14,242,800 would be required to purchase 21,912 Units, if tendered, and an
additional $250,000 may be required to pay related fees and expenses. The
Purchaser anticipates funding all of the purchase price and related expenses
through its existing liquid capital reserves.
Section 14. Conditions of the Offer. Notwithstanding any other term of the
Offer, the Purchaser shall not be required to accept for payment or to pay for
any Units tendered if all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by,
any court, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign, necessary for the consummation of the
transactions contemplated by the Offer shall not have been filed, occurred or
been obtained on or before the Expiration Date.
The Purchaser shall not be required to accept for payment or pay for any
Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:
(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have
been issued and shall remain in effect which: (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the
Offer or the acceptance for payment of or payment for any Units by the
Purchaser; (ii) imposes or confirms limitations on the ability of the
Purchaser effectively to exercise full rights of ownership of any Units,
including, without limitation, the right to vote any Units acquired by the
Purchaser pursuant to the Offer or otherwise on all matters properly
presented to the Unitholders; (iii) requires divestiture by the Purchaser
of any Units, (iv) causes any material diminution of the benefits to be
derived by the Purchaser as a result of the transactions contemplated by
the Offer; or (v) might materially adversely affect the business,
properties, assets, liabilities, financial condition, operations, results
of operations or prospects of the Purchaser or the Partnership;
17
<PAGE>
(b) there shall be any action taken, or any statute, rule, regulation or
order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental
authority or agency, other than the application of the waiting period
provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, which might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Partnership, which, in the reasonable judgment of the Purchaser, is or may
be materially adverse to the Partnership, or the Purchaser shall have
become aware of any fact that, in the reasonable judgment of the Purchaser,
does or may have a material adverse effect on the value of the Units;
(d) there shall have occurred: (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States; (ii) a declaration
of a banking moratorium or any suspension of payments in respect of banks
in the United States; (iii) any limitation by any governmental authority
on, or other event which might affect, the extension of credit by lending
institutions or result in any imposition of currency controls in the United
States; (iv) a commencement of a war or armed hostilities or other national
or international calamity directly or indirectly involving the United
States; (v) a material change in United States or other currency exchange
rates or a suspension of a limitation on the markets thereof; or (vi) in
the case of any of the foregoing existing at the time of the commencement
of the Offer, a material acceleration or worsening thereof; or
(e) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that: (i) more than 50% of the outstanding Units have
been or are proposed to be acquired by another person (including a "group"
within the meaning of Section 13(d)(3) of the Exchange Act); or (ii) any
person or group that prior to such date had filed a Statement with the
Commission pursuant to Sections 13(d) or (g) of the Exchange Act has
increased or proposes to increase the number of Units beneficially owned by
such person or group as disclosed in such Statement by 2% or more of the
outstanding Units.
The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to
such conditions or may be waived by the Purchaser in whole or in part at any
time and from time to time in its sole discretion. Any termination by the
Purchaser concerning the events described above will be final and binding upon
all parties.
Section 15. Certain Legal Matters.
General. Except as set forth in this Section 15, the Purchaser is not aware
of any filings, approvals or other actions by any domestic or foreign
governmental or administrative agency that would be required prior to the
acquisition of Units by the Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is the Purchaser's present intention
that such additional approval or action would be sought. While there is no
present intent to delay the purchase of Units tendered pursuant to the Offer
pending receipt of any such additional approval or the taking of any such
action, there can be no assurance that any such additional approval or action,
if needed, would be obtained without substantial conditions or that adverse
consequences might not result to the Partnership's business, or that certain
parts of the Partnership's business might not have to be disposed of or held
separate or other substantial conditions complied with in order to obtain such
approval or action, any of which could cause the Purchaser to elect to
terminate the Offer without purchasing Units thereunder. The Purchaser's
obligation to purchase and pay for Units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section
15.
Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the
acquisition of Units pursuant to the Offer.
Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, such regulations are not applicable to the Offer.
18
<PAGE>
State Takeover Laws. A number of states have adopted anti-takeover laws
which purport, to varying degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which have
substantial assets, security holders, principal executive offices or principal
places of business therein. These laws are directed at the acquisition of
corporations and not partnerships. The Purchaser, therefore, does not believe
that any anti-takeover laws apply to the transactions contemplated by the
Offer.
Although the Purchaser has not attempted to comply with any state anti-
takeover statutes in connection with the Offer, the Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state anti-
takeover statute is applicable to the Offer, the Purchaser might be unable to
accept for payment or purchase Units tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchaser
may not be obligated to accept for purchase or pay for any Units tendered.
Section 16. Fees and Expenses. Except as set forth in this Section 16, the
Purchaser will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of units pursuant to the Offer. The Purchaser
has retained the MMS Escrow and Transfer Agency, Inc. to act as Depositary in
connection with the Offer. The Purchaser will pay the Depositary reasonable
and customary compensation for its services in connection with the Offer, plus
reimbursement for out-of-pocket expenses, and will indemnify the Depositary
against certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. The Purchaser will also pay all
costs and expenses of printing, publication and mailing of the Offer and all
costs of transfer.
Section 17. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS
BE ACCEPTED FROM OR ON BEHALF OF) UNITHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF ANY JURISDICTION
WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD BE ILLEGAL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED HEREIN OR IN THE
LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
September 2, 1999
ERP OPERATING LIMITED PARTNERSHIP
19
<PAGE>
SCHEDULE I--THE PURCHASER AND THE
RESPECTIVE PRINCIPALS OF ITS GENERAL PARTNER
The following table and biographies provide certain information with
respect to the trustees and executive officers of the Purchaser's general
partner, Equity Residential Properties Trust (the "Trust"), as of August 31,
1999.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Samuel Zell................................ 57 Chairman of the Board of
Trustees (term expires in
2002)
Douglas Crocker II......................... 59 President, Chief Executive
Officer and Trustee (term
expires in 2001)
John W. Alexander.......................... 52 Trustee (term expires in
2000)
Stephen O. Evans........................... 54 Executive Vice President--
Strategic Investments and
Trustee (term expires in
2002)
Henry H. Goldberg.......................... 61 Trustee (term expires in
2002)
Errol R. Halperin.......................... 58 Trustee (term expires in
2000)
James D. Harper, Jr. ...................... 65 Trustee (term expires in
2001)
Boone A. Knox.............................. 62 Trustee (term expires in
2002)
Edward Lowenthal........................... 54 Trustee (term expires in
2000)
Jeffrey H. Lynford......................... 51 Trustee (term expires in
2000)
Sheli Z. Rosenberg......................... 57 Trustee (term expires in
2001)
Gerald A. Spector.......................... 52 Executive Vice President,
Chief Operating Officer and
Trustee (term expires in
2001)
Michael N. Thompson........................ 50 Trustee (term expires in
2001)
B. Joseph White............................ 52 Trustee (term expires in
2000)
Alan W. George............................. 41 Executive Vice President--
Acquisitions
Edward J. Geraghty......................... 49 Executive Vice President--
Development and President--
Eastern Property Division
Michael J. McHugh.......................... 43 Executive Vice President,
Chief Accounting Officer and
Treasurer
David J. Neithercut........................ 43 Executive Vice President and
Chief Financial Officer
Gregory H. Smith........................... 48 Executive Vice President and
President--Central Property
Division
Bruce C. Strohm............................ 44 Executive Vice President,
General Counsel and
Secretary
Frederick C. Tuomi......................... 44 Executive Vice President and
President--Western Property
Division
</TABLE>
The following is a biographical summary of the experience of the trustees
and executive officers of the Trust.
Samuel Zell has been Chairman of the Board of the Trust since March 1993.
Since January 1999, Mr. Zell has been chairman of Equity Group Investments,
LLC, an investment company ("EGI LLC"). For more than
20
<PAGE>
five years prior to 1999, Mr. Zell had been chairman of the board of directors
of Equity Group Investments, Inc., an owner, manager and financier of real
estate and corporations ("EGI"). He is also chairman of the board of directors
of Jacor Communications, Inc., an owner and operator of radio stations
("Jacor"), American Classic Voyages Co., an owner and operator of cruise
lines, Anixter International Inc., a provider of integrated network and
cabling systems ("Anixter"), Manufactured Home Communities, Inc., a real
estate investment trust ("REIT") specializing in the ownership and management
of manufactured home communities ("MHC"), Chart House Enterprises, Inc., an
owner and operator of restaurants, and Capital Trust, Inc., a specialized
finance company ("Capital Trust"). Mr. Zell is chairman of the board of
trustees of Equity Office Properties Trust, a REIT specializing in the
ownership and management of office buildings ("EOP"). He is a director of Fred
Meyer, Inc., an owner and operator of supermarkets, Davel Communications,
Inc., an operator of public payphones, and Ramco Energy plc, an independent
oil company based in the United Kingdom.
Douglas Crocker II has been Chief Executive Officer, President and a
Trustee of the Trust since March 1993. Mr. Crocker has been a director of
Wellsford Real Properties, Inc. ("WRP"), a publicly traded real estate
merchant banking firm since its formation in June 1997, Ventas, Inc., a real
estate company focusing on the ownership and acquisition of health care
properties, since November 1998, and was a director of Horizon Group Inc., an
owner, developer and operator of outlet retail properties from July 1996 to
June 1998. Mr. Crocker has been president and chief executive officer of First
Capital Financial Corporation, a sponsor of public limited real estate
partnerships ("First Capital"), since December 1992, and a director of First
Capital since January 1993. He was an executive vice president of Equity
Financial and Management Company ("EF&M"), a subsidiary of EGI, providing
strategic direction and services for EGI's real estate and corporate
activities from November 1992 until March 1997. Mr. Crocker chairs and serves
on boards or committees of various multi-family housing associations,
including the National Multi-Housing Council and the Multifamily Council of
the Urban Land Institute, and is a member of the Board of Governors of the
National Association of Real Estate Investment Trusts ("NAREIT").
John W. Alexander has been a Trustee of the Trust since May 1993 and is the
president of Mallard Creek Capital Partners, Inc., an investment company with
interests in real estate and development entities. He is also a partner of
Meringoff Equities, a real estate investment and development company, and a
director of Jacor.
Stephen O. Evans has been Executive Vice President--Strategic Investments
and a Trustee of the Trust since December 23, 1997, the date of the merger of
Evans Withycombe Residential, Inc. ("Evans"), a multifamily property REIT,
into the Purchaser ("Evans Merger"). Prior to the Evans Merger, Mr. Evans
served as the chairman of the board and chief executive officer of Evans since
its formation in May 1994. Mr. Evans founded Evans Withycombe, Inc., the
predecessor of Evans, in 1977 and served as its chairman of the board and
chief executive officer from 1977 to 1994. Mr. Evans is a member of NAREIT,
Lambda Alpha, a national land economic fraternity, and the Urban Land
Institute.
Henry H. Goldberg has been a Trustee of the Trust since January 1995. Mr.
Goldberg is chairman of the board, chief executive officer and founder of The
Artery Group, L.L.C., a diversified real estate company.
Errol R. Halperin has been a Trustee of the Trust since May 1993. Mr.
Halperin has been an attorney at the law firm of Rudnick & Wolfe since 1979,
serving as a senior partner and a member of the firm's policy committee since
1981, and a director of Elkay Manufacturing Company, a manufacturer of
stainless steel sinks, faucets, water coolers and cabinets, since 1980. Mr.
Halperin specializes in federal income tax counseling and real estate and
corporate transactions.
James D. Harper, Jr. has been a Trustee of the Trust since May 1993. Mr.
Harper is the president of JDH Realty Co., a real estate development and
investment company, and is the principal partner in AH Development, S.E. and
AH HA Investments, S.E., special limited partnerships formed to develop over
400 acres of land in Puerto Rico. He is a trustee of EOP and a director of
Burnham Pacific Properties Inc., a REIT that owns, develops and manages
commercial real estate properties in California, and American Health
Properties, Inc., a REIT specializing in health care facilities. Mr. Harper is
also a trustee of the Urban Land Institute.
21
<PAGE>
Boone A. Knox has been a Trustee of the Trust since October 19, 1998, the
date of the merger of Merry Land & Investment Company, Inc. ("Merry Land"), a
multifamily property REIT, into the Purchaser ("Merry Land Merger"). Mr. Knox
has been a director of Merry Land Properties, Inc. ("MRYP"), a publicly traded
diversified real estate company, since its formation as part of the Merry Land
Merger. Prior to the Merry Land Merger, Mr. Knox had been chairman of the
board of Merry Land since December 1996. Mr. Knox has served as chairman of
the board of directors of Regions Bank, Central Georgia since January 1997,
and has been a director of Cousins Properties Incorporated, a REIT
specializing in the ownership, development and management of retail and office
buildings, since 1969, and The InterCept Group, Inc., a data processing
company for community banks, since February 1998.
Edward Lowenthal has been a Trustee of the Trust since June 1997, shortly
after the merger of Wellsford Residential Property Trust ("Wellsford"), a
multifamily property REIT, and the Purchaser on May 30, 1997 ("Wellsford
Merger"). Mr. Lowenthal has been the president, chief executive officer and a
director of WRP since its formation in January 1997, and had been the
president and chief executive officer and a trustee of Wellsford since its
formation in July 1992 until the Wellsford Merger. Mr. Lowenthal is a director
of Corporate Renaissance Group, Inc., a mutual fund, Omega Healthcare, Inc., a
healthcare REIT, Omega Worldwide, Inc., a health care finance company, and
Great Lakes REIT, Inc., an office building REIT. He is also a member of the
Board of Governors of NAREIT and a member of the New York bar.
Jeffrey H. Lynford has been a Trustee of the Trust since June 1997, shortly
after the Wellsford Merger. Mr. Lynford has been the chairman of the board and
secretary of WRP since its formation in January 1997, and had been the
chairman of the board and secretary of Wellsford since its formation in July
1992 until the Wellsford Merger, and the chief financial officer of Wellsford
from July 1992 until December 1994. Mr. Lynford currently serves as a trustee
emeritus of the National Trust for Historic Preservation and as a director of
five mutual funds: Cohen & Steers Equity Income Fund, Inc., Cohen & Steers
Realty Income Fund, Inc., Cohen & Steers Realty Shares, Inc., Cohen & Steers
Special Equity Fund, Inc. and Cohen & Steers Total Return Realty Fund, Inc. He
is also a member of the New York bar.
Sheli Z. Rosenberg has been a Trustee of the Trust since March 1993. Ms.
Rosenberg has been chief executive officer and president of EGI LLC since
January 1999. From November 1994 until 1999, Ms. Rosenberg had been chief
executive officer, president and a director of EGI. Ms. Rosenberg had been a
principal of the law firm of Rosenberg & Liebentritt, P.C. ("R&L") from 1980
to 1997. Ms. Rosenberg is a trustee of EOP and is a director of Capital Trust,
Jacor, MHC, Anixter, CVS Corporation, a drugstore chain, Illinois Power Co., a
supplier of electricity and natural gas in Illinois, and its parent holding
company, Illinova Corp.
Gerald A. Spector has been a Trustee and Executive Vice President of the
Trust since March 1993 and Chief Operating Officer of the Trust since February
1995. Mr. Spector was Treasurer of the Trust from March 1993 through February
1995. From January 1973 until January 1996, Mr. Spector was an officer of
EF&M, most recently serving as vice president from November 1994 through
January 1996. From September 1990 through November 1994, Mr. Spector was
executive vice president and chief operating officer of EF&M. Mr. Spector was
executive vice president and chief operating officer of EGI from January 1991
through January 1994.
Michael N. Thompson has been a Trustee of the Trust since October 19, 1998,
the date of the Merry Land Merger. Mr. Thompson has been president, chief
operating officer and a director of MRYP since its formation as part of the
Merry Land Merger. Prior to the Merry Land Merger, Mr. Thompson served as
executive vice president and chief operating officer of Merry Land since
December 1996, and as a vice president of Merry Land from August 1992 until
December 1996.
B. Joseph White has been a Trustee of the Trust since May 1993. Mr. White
has been a professor at the University of Michigan Business School since 1987
and has served as the dean since 1991. Mr. White is a director of Kelly
Services, Inc., a temporary services firm, Gordon Food Service, Inc., a
midwestern food distribution company, the Cummins Engine Foundation, the
philanthropic arm of Cummins Engine Co., a diesel
22
<PAGE>
engine manufacturer, and several mutual funds managed by Alger Management,
Inc., including the Alger Fund, Alger American Fund, Alger Retirement Fund,
Spectra Fund, and Castle Convertible Fund.
Alan W. George has been Executive Vice President--Acquisitions of the Trust
since February 1997, Senior Vice President--Acquisitions of the Trust from
December 1995 until February 1997 and Vice President Acquisitions and asset
manager of the Purchaser from August 1993 until December 1995.
Edward J. Geraghty has been Executive Vice President--Development of the
Trust since March 1998 and President--Eastern Property Division since April
1999. Mr. Geraghty was a managing director--real estate of The Travelers
Investment Group, Inc. from June 1995 to March 1998. Mr. Geraghty was an
officer of The Travelers Realty Investment Company, a subsidiary of The
Travelers Insurance Company, from July 1989 to January 1995, most recently
serving as an executive vice president from December 1992 to June 1995.
Michael J. McHugh has been an Executive Vice President of the Trust since
January 1998, and Chief Accounting Officer and Treasurer of the Trust since
February 1995. Mr. McHugh was Senior Vice President of the Trust from February
1995 until January 1998. From May 1990 until January 1995, Mr. McHugh was a
senior vice president and chief financial officer of First Capital.
David J. Neithercut has been Executive Vice President and Chief Financial
Officer of the Trust since February 1995. Mr. Neithercut had been Vice
President--Financing of the Trust from September 1993 until February 1995. Mr.
Neithercut was a senior vice president--finance of EGI from January 1995 until
February 1995, and a vice president--finance of Equity Asset Management, Inc.,
a subsidiary of EGI providing real estate ownership services, from October
1990 until December 1994.
Gregory H. Smith has been Executive Vice President of the Trust since
December 1994 and President--Central Property Division since April 1999. Mr.
Smith was a senior vice president of Strategic Realty Advisors, Inc., a real
estate and advisory company, from January 1994 until December 1994. Mr. Smith
was employed at VMS Realty Partners, a sponsor of public and private real
estate limited partnerships, from June 1989 until December 1993, most recently
serving as first vice president.
Bruce C. Strohm has been Executive Vice President and General Counsel of
the Trust since March 1995 and Secretary of the Trust since November 1995. Mr.
Strohm was a Vice President of the Trust from March 1993 through March 1995
and an Assistant Secretary of the Trust from March 1995 through November 1995.
Mr. Strohm was a vice president of R&L from January 1988 to March 1995, most
recently serving as a member of the firm's management committee.
Frederick C. Tuomi has been Executive Vice President of the Trust since
January 1994 and President--Western Property Division since April 1999. Mr.
Tuomi had been president of RAM Partners, Inc., a subsidiary of Post
Properties, Inc., a multifamily property REIT, from March 1991 to January
1994.
23
<PAGE>
EX-99.2 LETTER OF TRANSMITTAL Exhibit (a)(2)
To Tender Units
of
ANGELES PARTNERS XII
Pursuant to the Offer to Purchase
Dated September 2, 1999
by
ERP OPERATING LIMITED PARTNERSHIP
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, CENTRAL STANDARD TIME, ON OCTOBER 7, 1999 (THE "Expiration Date")
UNLESS EXTENDED.
The Depositary for the Offer is:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency, Inc.
1845 Maxwell St., Suite 101 P.O. Box 7090
Troy, MI 48084 Troy, MI 48007
By Facsimile: (248) 614-4536
If you require additional information, please call the Depositary at (888)
292-4264.
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal
must be received by the Depositary on or prior to the Expiration Date.
Delivery of this Letter of Transmittal or any other required documents to an
address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the
tendering Unitholder. Please use the pre-addressed, postage-paid envelope
provided.
This Letter of Transmittal is to be completed by holders of Units of
limited partnership interest in ANGELES PARTNERS XII, a California limited
partnership (the "Partnership"), pursuant to the procedures set forth in the
Offer to Purchase (as defined below). Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the Offer to
Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders to ERP OPERATING LIMITED PARTNERSHIP (the
"Purchaser") all of the units of limited partnership interest (the "Units") in
the Partnership held by the undersigned or, if less than all such Units, the
number set forth below in the signature box, at a purchase price equal to $650
per Unit, less the amount of any distributions made or declared with respect
to the Units between August 20, 1999 and the Expiration Date, and upon the
other terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase") dated September 2, 1999 (the "Offer Date") and in
this Letter of Transmittal, as each may be supplemented or amended from time
to time (which together constitute the "Offer"). Receipt of the Offer to
Purchase is hereby acknowledged. The undersigned recognizes that, if more than
21,912 Units are validly tendered prior to or on the Expiration Date and not
properly withdrawn, the Purchaser will, upon the terms of the Offer, accept
for payment from among those Units tendered prior to or on the Expiration Date
21,912 Units on a pro rata basis, with adjustments to avoid purchases of
certain fractional Units, based upon the number of Units validly tendered
prior to the Expiration Date and not withdrawn. Subject to and effective upon
acceptance
<PAGE>
for payment of any of the Units tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, Purchaser all right, title and
interest in and to such Units which are purchased pursuant to the Offer. The
undersigned hereby irrevocably constitutes and appoints the Purchaser as the
true and lawful agent and attorney-in-fact and proxy of the undersigned with
respect to such Units, with full power of substitution (such power of attorney
and proxy being deemed to be an irrevocable power and proxy coupled with an
interest), to deliver such Units and transfer ownership of such Units, on the
books of the Partnership, together with all accompanying evidences of transfer
and authenticity, to or upon the order of the Purchaser and, upon payment of
the purchase price in respect of such Units by the Purchaser, to exercise all
voting rights and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units all in accordance with the terms of the
Offer. Subject to and effective upon the purchase of any Units tendered
hereby, the undersigned hereby requests that the Purchaser be admitted to the
Partnership as a "substitute Limited Partner" under the terms of the Agreement
of Limited Partnership of the Partnership. Upon the purchase of Units pursuant
to the Offer, all prior proxies and consents given by the undersigned with
respect to such Units will be revoked and no subsequent proxies or consents
may be given (and if given will not be deemed effective). In addition, by
executing this Letter of Transmittal, the undersigned assigns to the Purchaser
all of the undersigned's rights to receive distributions from the Partnership
with respect to Units which are purchased pursuant to the Offer, other than
distributions declared or paid through the Expiration Date and to change the
address of record for such distributions on the books of the Partnership. Upon
request, the Seller will execute and deliver, and irrevocably directs any
custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of such Units.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority
to validly tender, sell, assign and transfer the Units tendered hereby, and
that when any such Units are purchased by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units
will not be subject to any adverse claim. Upon request, the undersigned will
execute and deliver any additional documents deemed by the Purchaser to be
necessary or desirable to complete the assignment, transfer and purchase of
Units tendered hereby.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes the right of the Purchaser to effect a change of distribution
address to Two North Riverside Plaza, Chicago, Illinois 60606. The undersigned
recognizes that under certain circumstances set forth in the Offer to
Purchase, the Purchaser may not be required to accept for payment any of the
Units tendered hereby. In such event, the undersigned understands that any
Letter of Transmittal for Units not accepted for payment will be destroyed by
the Purchaser. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
2
<PAGE>
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following pages as necessary)
Please sign and print your name and insert your Taxpayer Identification
Number or Social Security Number, address, telephone number and number of
Units being tendered in the spaces provided below. For joint owners, each
joint owner must sign and provide the above-listed information. (See
Instruction 1) The signatory hereby certifies under penalties of perjury the
statements in Box B, Box C and, if applicable, Box D.
X __________________________________
(Signature of Owner)Date
If the undersigned is tendering less than all Units held, the number of
Units tendered is set forth below. Otherwise, all Units held by the
undersigned are tendered hereby.
X __________________________________
(Signature of Owner)Date
Name (Printed) _____________________
Taxpayer I.D. or Social # __________
Address ____________________________
------------------------------
Telephone No. (day) ________________
(eve) ___________________
Units Being Tendered
BOX A
Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution ____________________________________
Authorized Signature _______________ Title ______________________________
Name _______________________________ Date _______________________________
3
<PAGE>
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3--Box B)
The person signing this Letter of Transmittal hereby certifies the
following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the Signature Box is the correct TIN of the
Unitholder, or if this box [ ] is checked, the Unitholder has applied for
a TIN. If the Unitholder has applied for a TIN, a TIN has not been issued
to the Unitholder, and either: (a) the Unitholder has mailed or delivered
an application to receive a TIN to the appropriate IRS Center or Social
Security Administration Office; or (b) the Unitholder intends to mail or
deliver an application in the near future (it being understood that if the
Unitholder does not provide a TIN to the Purchaser within sixty (60) days,
31% of all reportable payments made to the Unitholder thereafter will be
withheld until a TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to
backup withholding either because the Unitholder: (a) is exempt from
backup withholding; (b) has not been notified by the IRS that the
Unitholder is subject to backup withholding as result of a failure to
report all interest or dividends; or (c) has been notified by the IRS that
such Unitholder is no longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that
the Unitholder is not subject to backup withholding.
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3--Box C)
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership
if 50% or more of the value of its gross assets consists of U.S. real
property interests and 90% or more of the value of its gross assets consists
of U.S. real property interests plus cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Unitholder's interest in the
Partnership, the person signing this Letter of Transmittal hereby certifies
the following under penalties of perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation,
foreign partnership, foreign estate or foreign trust (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations); (ii) the
Unitholder's U.S. social security number (for individuals) or employer
identification number (for non-individuals) is correctly printed in the
Signature Box; and (iii) the Unitholder's home address (for individuals),
or office address (for non-individuals), is correctly printed in the
Signature Box. If a corporation, the jurisdiction of incorporation is
. The person signing this Letter of Transmittal
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished
by fine, imprisonment, or both.
4
<PAGE>
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4--Box D)
By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Unitholder is an
"exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker or
barter exchange.
5
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units, a Unitholder
must sign at the "X" in the Signature Box of this Letter of Transmittal and
insert the Unitholder's correct Taxpayer Identification Number or Social
Security Number ("TIN"), address, telephone number and number of Units being
tendered in the spaces provided below the signature. If this Letter of
Transmittal is signed by the registered Unitholder of the Units, a Medallion
signature guarantee on this Letter of Transmittal is required. Similarly, if
Units are tendered for the account of a member firm of a registered national
security exchange, a member firm of the National Association of Securities
Dealers, Inc. or a commercial bank, savings bank, credit union, savings and
loan association or trust company having an office, branch or agency in the
United States (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature Guarantee set forth in Box A of this Letter of
Transmittal. A Medallion Signature Guarantee is provided by your bank or
brokerage house. If you obtain a Medallion Signature Guarantee from a bank,
brokerage house or trust company, a Corporate Resolution (with a raised
corporate seal) from the bank, brokerage house or trust company must be
included (stating that the Guarantor is an authorized signatory). If any
tendered Units are registered in the names of two or more joint holders, all
such holders must sign this Letter of Transmittal. If this Letter of
Transmittal is signed by trustees, administrators, guardians, attorneys-in-
fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchaser of their authority to so
act. For Units to be validly tendered, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees in Box
A, and any other documents required by this Letter of Transmittal, must be
received by the depositary prior to or on the Expiration Date at its address
or facsimile number set forth on the front of this Letter of Transmittal. No
alternative, conditional or contingent tenders will be accepted. All tendering
Unitholders by execution of this Letter of Transmittal waive any right to
receive any notice of the acceptance of their tender.
2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to
the Offer.
3. U.S. Persons. A Unitholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively "United States Persons"), as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations, should complete the following:
Box B--Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unitholder must provide to the Purchaser the
Unitholder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and certify,
under penalties of perjury, that such Unitholder is not subject to such
backup withholding. The TIN that must be provided is that of the registered
Unitholder. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service ("IRS"), in addition to the Unitholder being
subject to backup withholding. Certain Unitholders (including, among
others, all corporations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
Box C--FIRPTA Affidavit. To avoid potential withholding of tax pursuant
to Section 1445 of the Internal Revenue Code, each Unitholder who or which
is a United States Person (as defined Instruction 3 above) must certify,
under penalties of perjury, the Unitholder's TIN and address, and that the
Unitholder is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding results in
an overpayment of tax, a refund may be obtained from the IRS.
6
<PAGE>
4. Box D--Foreign Persons. In order for a Unitholder who is a foreign person
(i.e., not a United States Person as defined in 3 above) to qualify as exempt
from 31% backup withholding, such foreign Unitholder must certify, under
penalties of perjury, the statement in BOX D of this Letter of Transmittal
attesting to that foreign person's status by checking the box preceding such
statement. However, such person will be subject to withholding of tax under
Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of
Transmittal. Requests for assistance or additional copies of the Offer to
Purchase and this Letter of Transmittal may be obtained from the Purchaser by
calling (312) 474-1300.
7
<PAGE>
EX-99.3 LETTER TO UNITHOLDERS
Exhibit (a)(3)
September 2, 1999
TO:UNITHOLDERS OF ANGELES PARTNERS XII
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unitholder:
As described in the enclosed Offer to Purchase and related Letter of
Transmittal (collectively, the "Offer"), ERP OPERATING LIMITED PARTNERSHIP
(the "Purchaser") is offering to purchase up to 21,912 Units of limited
partnership interest (the "Units") in ANGELES PARTNERS XII, a California
limited partnership (the "Partnership") at a purchase price equal to:
$650 per Unit--$80 above the offer you recently received
from the general partner of the Partnership
The Purchaser is in the business of acquiring, owning and operating multi-
family properties. It currently controls 686 multi-family properties in 33
states, consisting of 194,168 units.
The Offer provides Unitholders with an opportunity to liquidate all, or a
portion of, its investment in ANGELES PARTNERS XII.
If a Unitholder elects to tender its Units, it will not be obligated to pay
transfer fees, brokerage fees or commissions on the sale of the Units to the
Purchaser pursuant to the Offer. The Purchaser will pay all charges and
expenses incurred in connection with the Offer.
Please consider the following additional points in evaluating the Offer:
. FAST, COMMISSION-FREE SALE. The Offer provides a Unitholder with the
opportunity to sell its Units without the commission costs (generally,
up to 10% of the sales price, subject to a $150-$200 minimum commission
per trade) paid by the seller in typical secondary market sales. With
secondary market matching services, the process to sell the Units will
not even begin until an interested buyer can be found, which cannot be
assured and can take days, weeks or even months.
. ELIMINATION OF RETIREMENT ACCOUNT FEES. If a Unitholder sells its Units,
1999 could be the final year in which it would incur fees for its IRA or
retirement account. Many custodians will not allow the transfer of
limited partnership units into new retirement accounts. While many
investors have consolidated their retirement accounts and taken
advantage of custodial services offered through discount brokerage
firms, they may have had to maintain separate retirement accounts for
limited partnership units because of custodial restrictions on the
transfer of such units. Once the Offer Price is sent directly to a
Unitholder's retirement account, it is free to consolidate its
retirement accounts or transfer the funds to a custodian that offers
lower fees.
. ELIMINATION OF K-1 TAX FILINGS. If a Unitholder sells its Units now,
1999 will be the final year for which it receives a K-1 tax form from
the Partnership. Many investors who have tax professionals prepare their
taxes find the cost of filing K-1s to be burdensome, particularly if
more than one limited partnership is owned.
. ILLIQUID UNITS. The relative illiquidity of the Units resulting from the
absence of a formal trading market means the Units are difficult to
sell.
<PAGE>
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
pink form) and any other documents required by the Letter of Transmittal, to
the Depositary at:
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency, Inc.
1845 Maxwell St., Suite 101 P.O. Box 7090
Troy, MI 48084 Troy, MI 48007-7090
By Facsimile: (248) 614-4536
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
This Offer expires (unless extended) October 7, 1999
