<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------------
KRUPP REALTY LIMITED PARTNERSHIP-V
(NAME OF SUBJECT COMPANY)
ERP OPERATING LIMITED PARTNERSHIP
(BIDDER)
UNITS OF INVESTOR LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
501128 30 0
(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
Transaction Valuation* Amount of Filing Fee
$38,709,000 $7,741.80
* For purposes of calculating the filing fee only. Assumes the purchase of
35,190 Units at a purchase price equal to $1,100 per Unit in cash.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $6,158.25 Filing Party: ERP Operating
Limited
Partnership
Form or Registration Number: Schedule 14D-1 Date Filed: November 23, 1999
and December 15,
1999
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PAGE 2 OF 5
This statement (the "Statement") constitutes Amendment No. 2 to the
initial Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating
to ERP's offer to purchase investor limited partnership interests (the
"Units") of Krupp Realty Limited Partnership-V (the "Partnership"). The item
numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
ITEMS 1-10.
Except as follows, incorporated by reference from ERP's Offer to
Purchase, dated November 23, 1999, Amendment No. 1 to the Schedule 14D-1,
dated December 15, 1999, the Letters of Transmittal dated November 23, 1999
and December 15, 1999 and the Forms of Letter to Unitholders dated November
23, 1999 and December 15, 1999.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) This Schedule relates to the offer by ERP OPERATING LIMITED
PARTNERSHIP (the "Purchaser") to purchase, in cash, up to 35,190 Units at a
purchase price equal to $1,100 per Unit, less the amount of any distributions
declared or made with respect to the Units between December 23, 1999 and
January 21, 2000 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 dated November 23, 1999 (the "Offer Date") (as amended
or supplemented from time to time, the "Offer to Purchase"), Amendment No. 1
to the Schedule 14D-1, dated December 15, 1999, this amendment to the Offer
to Purchase, dated December 23, 1999, and the related Letter of Transmittal,
copies of which are attached hereto as Exhibits as listed below. The Offer is
subject to a minimum number of Units being tendered. The Purchaser may only
accept Units for purchase if at least 51% of the issued and outstanding
Units, or 17,952 Units, are tendered to the Purchaser in the Offer. The
Partnership had 35,200 Units issued and outstanding held by approximately
2,100 holders of Units (the "Unitholders") as of December 31, 1998, according
to its Annual Report on Form 10-K. An affiliate of the Purchaser already owns
an interest in ten Units. If the Purchaser were to purchase the 35,190 Units
being offered for, it and its affiliates would own 100% of the outstanding
Units.
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PAGE 3 OF 5
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated November 23, 1999 (previously filed).
(a)(2) Letter of Transmittal and related instructions, dated
November 23, 1999 (previously filed).
(a)(3) Form of Letter to Unitholders, dated November 23, 1999
(previously filed).
(a)(4) Supplement to Offer to Purchase, dated December 15, 1999
(previously filed).
(a)(5) Form of Letter to Unitholders, dated December 15, 1999
(previously filed).
(a)(6) Letter of Transmittal and related instructions, dated December
15, 1999 (previously filed).
(a)(7) Supplement to Offer to Purchase, dated December 23, 1999.
(a)(8) Form of Letter to Unitholders, dated December 23, 1999.
(a)(9) Letter of Transmittal and related instructions, dated December
23, 1999.
(b)-(f) Not Applicable.
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PAGE 4 OF 5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 23, 1999
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
GENERAL PARTNER
By: /s/ Bruce C. Strohm
----------------------------
EXECUTIVE VICE PRESIDENT,
Its: GENERAL COUNSEL
----------------------------
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PAGE 5 OF 5
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- ------------
(a)(1) Offer to Purchase, dated November 23, 1999 (previously filed).
(a)(2) Letter of Transmittal and related instructions, dated
November 23, 1999 (previously filed).
(a)(3) Form of Letter to Unitholders, dated November 23, 1999
(previously filed).
(a)(4) Supplement to Offer to Purchase, dated December 15, 1999
(previously filed).
(a)(5) Form of Letter to Unitholders, dated December 15, 1999
(previously filed).
(a)(6) Letter of Transmittal and related instructions, dated
December 15, 1999 (previously filed).
(a)(7) Supplement to Offer to Purchase, dated December 23, 1999.
(a)(8) Form of Letter to Unitholders, dated December 23, 1999.
(a)(9) Letter of Transmittal and related instructions, dated December 23,
1999.
(b)-(f) Not Applicable.
<PAGE>
Exhibit 99.(a)(7) Exhibit (a)(7)
SUPPLEMENT TO OFFER TO PURCHASE
ERP OPERATING LIMITED PARTNERSHIP
(THE "PURCHASER")
IS OFFERING TO PURCHASE 35,190 UNITS OF
INVESTOR LIMITED PARTNERSHIP INTEREST OF
(THE "OFFER")
KRUPP REALTY LIMITED PARTNERSHIP-V
(THE "PARTNERSHIP")
FOR $1,100 PER UNIT IN CASH
(THE "OFFER PRICE")
We will accept Units (as defined below) in response to the Offer in our
Offer to Purchase, dated November 23, 1999, as amended and supplemented from
time to time. We are currently seeking to acquire 35,190 Units. One of our
affiliates already owns an interest in ten Units. If we were to purchase the
35,190 Units being offered for, we and our affiliate would own 100% of the
outstanding Units. The Offer is subject to a minimum number of Units being
tendered. We will only accept Units for purchase if at least 51% of the issued
and outstanding Units, or 17,952 Units, are tendered to us in this Offer. Also,
if Units are validly tendered and not properly withdrawn prior to January 21,
2000 (the "Expiration Date"), unless extended, and the purchase of all such
Units would result in there being less than 350 Unitholders, we will purchase
only 99% of the total number of Units so tendered by each limited partner.
We will pay for accepted Units promptly after the Expiration Date.
The Offer Price will be reduced for any distributions declared or made by
the Partnership between December 23, 1999 and the Expiration Date, unless
further extended. THE PURCHASER WILL PAY ANY TRANSFER FEES, BROKERAGE FEES OR
COMMISSION THAT MAY ARISE UPON THE TENDER OF UNITS TO THE PURCHASER IN
CONNECTION WITH ITS OFFER (generally, up to 10% of the sales price, subject to a
$150-200 minimum commission per trade). We are unaware of any other fees or
commissions that you may incur.
PLEASE READ THE OFFER TO PURCHASE, DATED NOVEMBER 23, 1999, AND THE
SUPPLEMENT TO THE OFFER TO PURCHASE, DATED DECEMBER 15, 1999, FOR A DESCRIPTION
OF THE TERMS OF THE OFFER.
If you desire to accept the Offer, you should complete and sign the enclosed
yellow letter of transmittal (the "Letter of Transmittal") in accordance with
the instructions thereto and mail or deliver the signed Letter of Transmittal
and any other required documents to MMS Escrow and Transfer Agency, Inc. (the
"Depositary"), at one of its addresses set forth on the front cover of the
yellow Letter of Transmittal.
Questions and requests for assistance or for additional copies of the Offer
to Purchase or the Letter of Transmittal may also be directed to the Depositary
at (888) 292-4264.
We are offering to purchase all of the outstanding limited partnership
interests (the "Units") in the Partnership for the Offer Price of $1,100 per
Unit, net to the seller in cash, without interest, less the amount of
distributions, if any, declared or made by the Partnership in respect of any
Unit from December 23, 1999 until the Expiration Date, unless further extended.
The Offer is made upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 23, 1999, amendments to the Offer to Purchase
dated December 15, 1999 and December 23, 1999, a Supplement to the Offer to
Purchase dated December 15, 1999, this Supplement dated December 23, 1999, and
the Letters of Transmittal dated November 23, 1999, December 15, 1999 and
December 23, 1999.
The Expiration Date of the Offer is January 21, 2000, 12:00 midnight,
central standard time. If you desire to accept the Offer, you must complete and
sign the yellow Letter of Transmittal in accordance with the instructions
contained therein and forward or hand deliver it, together with any other
required
<PAGE>
documents, to the Depositary. You may withdraw your tender of Units pursuant to
the Offer at any time prior to the Expiration Date and, unless accepted for
payment as provided in the Offer to Purchase, may also be withdrawn any time on
or after March 31, 2000.
On December 2, 1999, the Partnership received an acquisition proposal from
KR5 Acquisition, L.L.C., a newly formed Delaware limited liability company
affiliated with the General Partners ("KR5 Acquisition"), to acquire outstanding
Units for $864 per Unit in cash. On December 21, 1999, the Partnership received
a revised acquisition proposal from KR5 Acquisition to acquire outstanding Units
for $1,000 per Unit in cash (the "Revised Proposal"). The transaction described
in the Revised Proposal would be structured as a merger of the Partnership into
KR5 Acquisition, in which all outstanding partnership interests other than those
held by affiliates of the General Partners and certain current limited partners
who will be reinvesting their Units in KR5 Acquisition (the "Investors"), would
receive the $1,000 per Unit merger price, which amount will not be reduced by
distributions declared or made by the Partnership to holders of Units (the
"Merger Proposal"). The Revised Proposal is subject to certain conditions,
including the approval of the merger and necessary amendments to the Partnership
Agreement by the holders of a majority of the Units. The Revised Proposal is not
subject to a financing condition. The Investors, who own approximately 11% of
the outstanding Units, have agreed to vote in favor of the Revised Proposal. The
General Partners intend to cause the Partnership to distribute proxy materials
to holders of Units to seek approval of the Revised Proposal and related
amendments to the Partnership Agreement, and presently anticipate that if all
conditions to the Revised Proposal are satisfied, consummation of the merger
would occur in the first quarter of 2000. However, there is no assurance that
the Revised Proposal will be consummated or that it will not be delayed.
As a Unitholder, you currently have two options. One option is to tender
your Units to us in the Offer and receive the Offer Price of $1,100 per Unit,
less any distributions as described above. The other option is to continue to
hold your Units. However, if you decide not to tender your Units in this Offer,
you may be forced to accept a lower price per Unit if the KR5 Acquisition
Revised Proposal is approved and the Partnership is merged into
KR5 Acquisition. Currently, it is proposed that if the Revised Proposal is
approved, you will be required to sell your Units at $1,000 per Unit, $100 less
than the Purchaser's Offer Price of $1,100, and you will not have the option to
hold onto your Units in the Partnership.
The yellow Letter of Transmittal and any other required documents should be
sent or delivered by each tendering Unitholder or such Unitholder's broker,
dealer, bank, trust company or other nominee to the Depositary at one of its
addresses set forth below or faxed to the Depositary to the number below, with
an original copy sent in the mail thereafter. If you completed the previously
sent green or blue Letter of Transmittal and delivered it to the Depositary and
have not withdrawn such tender, you do not need to complete the yellow Letter of
Transmittal for your Units to be tendered to the Purchaser.
THE DEPOSITARY FOR THE OFFER IS:
MMS ESCROW AND TRANSFER AGENCY, INC.
<TABLE>
<S> <C>
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
</TABLE>
For more information, please call the Depositary at (888) 292-4264.
<PAGE>
Exhibit 99.(a)(8) Exhibit (a)(8)
[LOGO]
DECEMBER 23, 1999
ERP OPERATING LIMITED PARTNERSHIP HAS
INCREASED ITS OFFER PRICE TO $1,100 PER
UNIT OF INVESTOR LIMITED PARTNERSHIP INTEREST OF
KRUPP REALTY LIMITED PARTNERSHIP-V
NEW OFFER PRICE OF $1,100 PER UNIT.
We are increasing our offer price for your investor limited partnership
interests (the "Units") in Krupp Realty Limited Partnership-V (the
"Partnership") from $875 per Unit to $1,100 PER UNIT. Our price is higher than
the price per Unit that a Unitholder would receive in the revised acquisition
proposal received from KR5 Acquisition, L.L.C., a newly formed Delaware limited
liability company affiliated with the general partners of the Partnership. IF IT
IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE
CURRENTLY BEING OFFERED AND ALLOWS YOU TO RECEIVE YOUR PAYMENT IN CASH AT THE
EARLIEST POSSIBLE DATE.
OUR OFFER IS NOT CONDITIONED UPON APPROVAL OF A MAJORITY OF THE LIMITED
PARTNERS OF THE PARTNERSHIP.
We are offering to acquire up to 35,190 Units (the "Offer"). The Offer is
subject to a minimum number of Units being tendered. We will accept Units for
purchase only if at least 51% of the issued and outstanding Units, or
17,952 Units, are tendered to us in the Offer. The expiration date of the Offer
is January 21, 2000, 12:00 midnight, central standard time.
Our increased offer price of $1,100 will be paid with respect to all Units
that are purchased by us pursuant to the Offer, whether or not such Units are
tendered prior to or after this increase in consideration.
Our offer price of $1,100 per Unit will be decreased by the amount of any
distribution declared or made with respect to the Units between December 23,
1999 and January 21, 2000, or such other date to which the Offer may further be
extended. YOU WILL NOT BE REQUIRED TO PAY ANY COMMISSIONS OR FEES IN CONNECTION
WITH ANY DISPOSITION OF YOUR UNITS PURSUANT TO THE OFFER (generally, up to 10%
of the sale price, subject to a $150-200 minimum commission per trade).
Please refer to our Offer to Purchase dated November 23, 1999 and the
Supplements to the Offer to Purchase, dated December 15, 1999 and December 23,
1999, for additional information about the Offer.
IF YOU WOULD LIKE TO TENDER YOUR UNITS TO BE PURCHASED BY US FOR $1,100 PER
UNIT, AND HAVE NOT YET COMPLETED THE GREEN OR BLUE ERP LETTER OF TRANSMITTAL AND
DELIVERED IT TO MMS ESCROW AND TRANSFER AGENCY (THE "DEPOSITARY"), PLEASE
COMPLETE THE ENCLOSED YELLOW LETTER OF TRANSMITTAL AND DELIVER IT TO THE
DEPOSITARY AT THE ADDRESS LISTED THEREON IN THE GOLD ENVELOPE PROVIDED. IF YOU
COMPLETED AND DELIVERED THE GREEN OR BLUE ERP LETTER OF TRANSMITTAL TO THE
DEPOSITARY AND HAVE NOT WITHDRAWN THE TENDER TO ERP, YOU DO NOT NEED TO COMPLETE
ANY OTHER DOCUMENTS FOR YOUR UNITS TO BE TENDERED TO ERP. A COMPLETED GREEN,
BLUE OR YELLOW ERP LETTER OF TRANSMITTAL SHALL BE SUFFICIENT TO TENDER YOUR
UNITS FOR PURCHASE BY ERP AT $1,100 PER UNIT.
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
The Offer expires on (unless further extended) January 21, 2000.
<PAGE>
Exhibit 99.(a)(9) Exhibit (a)(9)
LETTER OF TRANSMITTAL
TO TENDER UNITS
OF
KRUPP REALTY LIMITED PARTNERSHIP-V
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 23, 1999
AND AMENDED ON DECEMBER 15, 1999
AND DECEMBER 23, 1999
BY
ERP OPERATING LIMITED PARTNERSHIP
WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $1,100 PER UNIT.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, CENTRAL
STANDARD TIME, ON JANUARY 21, 2000 (THE "EXPIRATION DATE") UNLESS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
MMS ESCROW AND TRANSFER AGENCY, INC.
<TABLE>
<S> <C>
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
- ------------------------------------
</TABLE>
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.
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN THE
PARTNERSHIP, PLEASE SEND IT TO THE DEPOSITARY WITH THIS LETTER OF
TRANSMITTAL
This Letter of Transmittal is to be completed by holders of units of limited
partnership interest in KRUPP REALTY LIMITED PARTNERSHIP-V, a Massachusetts
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
1
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Ladies and Gentlemen:
The undersigned hereby tenders to ERP OPERATING LIMITED PARTNERSHIP (the
"Purchaser") all of the units of investor 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 $1,100 per Unit, less the amount of any distributions made or declared
with respect to the Units between December 23, 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 November 23, 1999 (the "Offer Date")
and amended on December 15, 1999 and December 23, 1999 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 understands that the Purchaser may only accept
Units if 51% of the issued and outstanding Units, or 17,952 Units, are tendered
to the Purchaser. If 51% of the issued and outstanding Units are not tendered to
the Purchaser in its Offer, then it may not accept any Units to purchase. The
undersigned also recognizes that if the purchase of the Units would result in
there being less than 350 Unitholders, the Purchaser will purchase only 99% of
the total number of Units so tendered by each investor limited partner with
adjustments rounded up or down, at the sole discretion of the Purchaser, to
avoid the purchase of fractional Units. Subject to and effective upon acceptance
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 Amended
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 irrevocably constitutes and appoints the Purchaser and any
designees of the Purchaser as the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to withdraw any or all of such Units that have been previously
tendered in response to any tender or exchange offer provided that the price per
Unit being offered by the Purchaser is equal to or higher than the price per
Unit being offered in the previous tender or exchange offer. This appointment is
effective immediately and shall continue to be effective unless and until such
Units are withdrawn from the Offer by the undersigned prior to the Expiration
Date.
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.
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, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.
2
<PAGE>
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate") is
not delivered by the undersigned together with this Letter of Transmittal: (i)
the undersigned represents and warrants to the Purchaser that the undersigned
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Units; (ii) the undersigned has caused a diligent
search of the records to be taken and has been unable to locate the original
certificate; (iii) if the undersigned shall find or recover the original
certificate evidencing the Units, the undersigned will immediately and without
consideration surrender it to the Purchaser; and (iv) the undersigned shall at
all times indemnify, defend, and save harmless the Purchaser and the
Partnership, its successors, and its assigns from and against any and all
claims, actions, and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages, judgments, costs, charges, counsel
fees, and other expenses of every nature and character by reason of honoring or
refusing to honor the original certificate when presented by or on behalf of a
holder in due course of a holder appearing to or believed by the Partnership to
be such, or by issuance or delivery of a replacement certificate, or the making
of any payment, delivery, or credit in respect of the original certificate
without surrender thereof, or in respect of the replacement certificate.
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.
- --------------------------------------------------------------------------------
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 ________
- --------------------------------------------------------------------------------
3
<PAGE>
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BOX A
MEDALLION SIGNATURE GUARANTEE
(REQUIRED FOR ALL SELLERS)
(SEE INSTRUCTION 1)
<TABLE>
<S> <C>
Name and Address of Eligible Institution
Authorized Signature Title
Name Date
</TABLE>
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- --------------------------------------------------------------------------------
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.
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4
<PAGE>
- --------------------------------------------------------------------------------
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.
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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.
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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, 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 in 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.
BOX D--FOREIGN PERSONS. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in Instruction 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.
4. ORIGINAL CERTIFICATE. If you have the certificate originally issued to
represent your interest in the Partnership, please send it to the depositary
with this Letter of Transmittal.
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.
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