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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CONSOLIDATED CAPITAL PROPERTIES V
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): [ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: $15,400,000
(5) Total fee paid: $3,080
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
[ ] Amount previously paid:
[ ] Form, Schedule or Registration Statement no.:
[ ] Filing Party:
[ ] Date Filed:
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CONCAP EQUITIES, INC.
C/O CORPORATE INVESTORS COMMUNICATIONS, INC.,
P.O. BOX 2065
SOUTH. HACKENSACK, NEW JERSEY 07607-2065
July 3, 2000
Dear Limited Partner of Consolidated Capital Partners V:
Concap Equities, Inc., the general partner of Consolidated Capital
Properties V has decided to sell all of the Partnership's assets and liquidate
the Partnership. As a result, the General Partner is soliciting the consent of
the Limited partners to approve the sales to unaffiliated third parties of the
Partnership's two properties for a total of $15,400,000. Specifically, the
General Partner is proposing sales of Aspen Ridge Apartments located in West
Chicago, Illinois for $10,000,00 and, the Sutton Place Apartments located in
Corpus Christi, Texas for $5,400,000. Following the sale of the properties, the
Partnership will be liquidated. The net proceeds from the sales, and the recent
sale of an office building, will be used to make a cash distribution to holders
of units of limited partnership interest.
The sales provide certain risks and advantages to the Limited Partners
as are more fully explained in the Consent Solicitation.
Approval of the sales requires the affirmative consent of Limited
Partners who own more than 50% of the Partnership's outstanding limited
partnership units. Affiliates of the General Partner own 46.32% of the units and
have indicated they will consent to the sales.
THE GENERAL PARTNER RECOMMENDS THAT LIMITED PARTNERS CONSENT TO THE
SALES.
This Solicitation of consents will expire at 5:00 P.m., New York City
time, on August 2, 2000.
If you have any questions or require any assistance in completing and
returning the Consent Form, please contact our Solicitation Agent, Corporate
Investors Communications, Inc., by mail at P.O. Box 2065, South Hackensack, New
Jersey 07606-2065; by overnight courier service at 111 Commerce Road, Carlstadt,
New Jersey 07072--Attention: Reorganization Department; by fax at (201) 896-0910
or by telephone at (888) 349-2005.
Very truly yours
Concap Equities, Inc.
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CONSOLIDATED CAPITAL PROPERTIES V
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
DENVER, COLORADO 80222
(303) 757-8101
CONSENT SOLICITATION STATEMENT
This Consent Solicitation Statement is being furnished to limited
partners (the "Limited Partners") of record as of the close of business on July
3, 2000 (the "Record Date"), of Consolidated Capital Properties V, a California
limited partnership (the "Partnership"), in connection with the solicitation of
consents to the sales (the "Sales") to unaffiliated third parties of the Aspen
Ridge Apartments located in West Chicago, Illinois for $10,000,000 and the
Sutton Place Apartments located in Corpus Christi, Texas for $5,400,000
(collectively, the "Partnership Properties").
The Sales provide advantages to the Partnership and the Limited
Partners. The net proceeds from the Sales, along with the sale of the 51 North
High Building for $3,226,800 on June 2, 2000 (together with the Sales, the
"Dispositions"), will be used to make a cash liquidating distribution to holders
of units of limited partnership interest (the "Units"). Following the last
Sales, the Partnership will be liquidated and dissolved.
The general partner of the Partnership has conflicts of interest with
regard to the Sales. The risks associated with the Sales are discussed more
fully herein.
This Consent Solicitation Statement is being solicited by Concap
Equities, Inc., the general partner of the Partnership (the "General Partner"),
on behalf of the Partnership. This Consent Solicitation Statement, and the
accompanying form of Consent of Limited Partner (the "Consent Form"), are first
being mailed to Limited Partners on or about July 3, 2000.
THE GENERAL PARTNER RECOMMENDS THAT LIMITED PARTNERS CONSENT TO THE
SALES.
THIS SOLICITATION OF CONSENTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 2, 2000 (THE "EXPIRATION DATE").
If you have any questions or require any assistance in completing and
returning the Consent Form, please contact our Solicitation Agent, Corporate
Investors Communications, Inc., by mail at P.O. Box 2065, South Hackensack, New
Jersey 07606-2065; by overnight courier service at 111 Commerce Road, Carlstadt,
New Jersey 07072--Attention: Reorganization Department; by fax at (201) 896-0910
or by telephone at (888) 349-2005.
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SUMMARY TERM SHEET
o THE PARTNERSHIP. The Partnership currently owns two apartment
communities. See "The Partnership's Properties."
o THE SALES. The Partnership is proposing to sell to
unaffiliated third parties the Aspen Ridge Apartments for
$10,000,00 and the Sutton Place Apartments for $5,400,000. See
"Summary of the Purchase Agreements."
o THE PROPERTIES. Aspen Ridge is a 253-unit apartment complex
located in West Chicago, Illinois and Sutton Place is a
210-unit apartment complex located in Corpus Christi, Texas.
See "Description of Properties."
o THE PURCHASERS. The proposed purchasers of Aspen Ridge and
Sutton Place are parties unaffiliated with the Partnership,
the General Partner, and their affiliates. See "Summary of the
Purchase Agreements."
o LIQUIDATION AND DISSOLUTION. Following the Sales, the
Partnership will be liquidated and dissolved.
o GENERAL PARTNER'S RECOMMENDATION. The General Partner
recommends that the Limited Partners consent to the Sales. See
"General Partner's Recommendations."
o CONSENTS NEEDED. Consents are needed from Limited Partners who
hold a majority of the outstanding Units to approve the Sales.
See "Consent Procedures -- Record Date; Consents Required."
o CONSENTS EXPECTED. Affiliates of the General Partner own
46.32% of the Units and have indicated they intend to consent
to the Sales. See "Consent Procedures -- Record Date; Consents
Required."
o FAILURE TO CONSENT. Any failure to return a properly completed
Consent Form will be the equivalent of a vote against the
Sales. See "Consent Procedures -- Record Date; Consents
Required."
o HOW TO CONSENT. Please complete and return the enclosed
Consent Form to consent, withhold consent, or abstain from any
decision from any decision relating to the Sales in the
enclosed envelope.
See "Consent Procedures."
o NET PROCEEDS. The net proceeds to the Partnership are
estimated to be $10,000,000 and $5,400,000 from the Sales of
Aspen Ridge and Sutton Place, respectively. The net proceeds
form the prior sale of the office building was $3,226,800.
Such net proceeds are estimated to result in a liquidating
distribution to holders of Units of approximately $52 per
Unit.
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o TAXABLE GAIN. A typical Limited Partner is estimated to
recognize $31 per Unit in taxable gain from the Dispositions
and the liquidation of the Partnership for Federal income tax
purposes. Such estimate of taxable gain per Unit is based on a
number of assumptions which may not be correct for any given
Limited Partner. See "Estimated Federal Income Tax Gain from
the Dispositions."
o CONFLICTS OF INTEREST. The General Partner and its affiliates
have certain conflicts of interest with respect to the Sales.
The General Partner and its affiliates are estimated to
contribute $361,839 as a deficit restoration contribution in
accordance with the partnership agreement. See "Conflicts of
Interest."
o NO APPRAISAL RIGHTS. Neither the Agreement of Limited
Partnership nor California law provides for appraisal rights
in connection with the Sales. See "No Appraisal Rights."
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RISK FACTORS
The following sets forth the risks and disadvantages to you of
consenting to the Sales of the Partnership Properties. Before deciding whether
or not to consent to the Sales, you should carefully consider these risks:
Limited Partners Will Recognize Gain Upon the Dispositions and the
liquidation of the Partnership. If the Partnership Properties are sold, the
Partnership will recognize gain as a result of a sale of each property equal to
the excess of the sum of the cash received for the property, plus the amount of
any liabilities assumed by the buyer, over the Partnership's adjusted tax basis
in such property. Such gain recognized with respect to the property will be
allocated to the General Partner and the Limited Partners (together, the
"Partners") in accordance with the Agreement of Limited Partnership. A Limited
Partner will also recognize gain or loss on the liquidation of its interest in
the Partnership in an amount equal to the difference between the amount of cash
(including a deemed distribution of cash as a result of a reduction in a Limited
Partner's share of Partnership liabilities) distributed to the Limited Partner
and the Limited Partner's adjusted tax basis in its Partnership interest after
adjustment for any gain or loss from operation of the Partnership, including
from the Dispositions, through the Partnership's dissolution. The total amount
of gain from the Dispositions and the liquidation of the Partnership that will
be recognized by a typical Limited Partner is estimated to be $31 per Unit.
Conflicts of Interest of General Partner. The General Partner and its
affiliates have certain conflicts of interest with respect to the Sales. The
General Partner and its affiliates are to contribute an estimated $361,839 as a
deficit restoration contribution in accordance with the partnership agreement.
CONSENT PROCEDURES
RECORD DATE; CONSENTS REQUIRED
The Partnership has fixed July 3, 2000 as the Record Date for
determining Limited Partners entitled to notice of and to consent to the Sales.
Only Limited Partners of record on the Record Date may execute and deliver a
Consent Form. The Agreement of Limited Partnership requires that Limited
Partners approve the sale of all or substantially all of the assets of the
Partnership which occur within any twelve month period. The Sales will
constitute a sale of all of the Partnership's remaining assets. Consequently,
approval of the Sales requires the affirmative consent of Limited Partners who
own more than 50% of the Partnership's outstanding Units. As of the Record Date,
there were 179,537.2 Units issued and outstanding. Accordingly, approval of the
Sales will require the affirmative consent of Limited Partners who own at least
89,768.7 Units. Abstentions and broker non-votes will not be counted as consents
in favor of the Sales since Limited Partners holding a majority of the Units
must affirmatively consent to the Sales. The Sales will become effective on the
Expiration Date if consents from Limited Partners owning at least 89,768.7 Units
have been received. Affiliates of the General Partner own 46.32% of the Units
and have indicated they will consent to the Sales.
SOLICITATION OF CONSENTS
Consents will be solicited by mail, telephone, e-mail and in person.
Solicitations may be made by representatives of the General Partner, none of
whom will receive additional compensation for such solicitations. The cost of
preparing, assembling, printing and mailing this Consent Solicitation Statement
and the enclosed Consent Form will be borne by the Partnership. The Partnership
has retained Corporate Investors Communications, Inc. to act as its Solicitation
Agent in connection with this consent solicitation. The fees and expenses of the
Solicitation Agent will be paid by the Partnership.
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CONSENT PROCEDURES
LIMITED PARTNERS WHO DESIRE TO CONSENT TO THE SALES SHOULD DO SO BY
MARKING THE APPROPRIATE BOXES ON THE CONSENT FORM INCLUDED HEREWITH, AND
SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE SOLICITATION AGENT BY
MAIL IN THE SELF- ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE, BY
OVERNIGHT COURIER OR BY FACSIMILE AT THE ADDRESS OR FACSIMILE NUMBER SET FORTH
ABOVE AND ON THE CONSENT FORM, ALL IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
HEREIN AND THEREIN.
All Consent Forms that are properly completed, signed and delivered to
the Solicitation Agent and not properly revoked (See "Revocation of
Instructions" below) prior to the Expiration Date, will be given effect in
accordance with the specifications thereof. IF A CONSENT FORM IS DELIVERED AND
NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR THE "ABSTAINS" BOXES ARE
MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY COMPLETED AND SIGNED, THE
LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED TO THE SALES.
Consent Forms must be executed in exactly the same manner as the
name(s) in which ownership of the Units is registered. If the Units to which a
Consent Form relates are held by two or more joint holders, all such holders
should sign the Consent Form. If a Consent Form is signed by a trustee, partner,
executor, administrator, guardian, attorney-in- fact, officer of a corporation
or other person acting in a fiduciary, agency or representative capacity, such
person must so indicate when signing and submit with the Consent Form evidence
satisfactory to the Partnership of authority to execute the Consent Form.
The execution and delivery of a Consent Form will not affect a Limited
Partner's right to sell or transfer the Units. All Consent Forms received by the
Solicitation Agent (and not properly revoked) prior to the Expiration Date will
be effective notwithstanding a record transfer of such Units subsequent to the
Record Date, unless the Limited Partner revokes such Consent Form prior to 5:00
p.m., New York City time, on the Expiration Date by following the procedures set
forth under "Revocation of Instructions" below.
All questions as to the validity, form and eligibility (including time
of receipt) regarding consent procedures will be determined by the General
Partner in its sole discretion, which determination will be conclusive and
binding. The Partnership reserves the right to reject any or all Consent Forms
that are not in proper form. The Partnership also reserves the right to waive
any defects, irregularities or conditions of delivery as to particular Consent
Forms. Unless waived, all such defects or irregularities in connection with the
deliveries of Consent Forms must be cured within such time as the General
Partner determines. Neither the General Partner nor any of its affiliates or any
other persons shall be under any duty to give any notification of any such
defects, irregularities or waivers, nor shall any of them incur any liability
for failure to give such notification. Deliveries of Consent Forms will not be
deemed to have been made until any irregularities or defects therein have been
cured or waived. The interpretations of the terms and conditions of this
solicitation by the General Partner shall be conclusive and binding.
REVOCATION OF INSTRUCTIONS
Any Limited Partner who has delivered a Consent Form to the
Solicitation Agent may revoke the instructions set forth in such Consent Form by
delivering to the Solicitation Agent a written notice of revocation prior to
5:00 p.m., New York City time, on the Expiration Date. In order to be effective,
a notice of revocation of the instructions set forth in a Consent Form must (i)
contain the name of the person who delivered the Consent Form, (ii) be in the
form of a subsequent Consent Form marked either as "CONSENTS," "WITHHOLDS
CONSENT" or "ABSTAINS," as the case may be, or in a writing delivered to the
Solicitation Agent stating that the prior Consent Form is revoked, (iii) be
signed by the Limited Partner in the same manner as the original signature on
the Consent Form, and (iv) be received by the Solicitation Agent prior to 5:00
p.m. New York City time, on the Expiration Date at one of its addresses or fax
number set forth on the Consent Form. A purported notice of revocation that
lacks any of the required information, is dispatched
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to an improper address or telephone number or is not received in a timely manner
will not be effective to revoke the instructions set forth in a Consent Form
previously given. A revocation of the instructions set forth in a Consent Form
can only be accomplished in accordance with the foregoing procedures. NO LIMITED
PARTNER MAY REVOKE THE INSTRUCTIONS SET FORTH IN A CONSENT FORM AFTER 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
NO APPRAISAL RIGHTS
Limited Partners of the Partnership are not entitled to dissenters'
appraisal rights under California law or the Agreement of Limited Partnership in
connection with the Sales.
GENERAL PARTNER'S RECOMMENDATION
The General Partner had decided some months ago to sell 51 North High
Building since it believed that the conditions to sell commercial property were
favorable. The General Partner recently received unsolicited offers for both
Aspen Ridge and Sutton Place. After reviewing these offers, the General Partner
determined to that the offers were acceptable and to be in the best interests of
the partners and began the negotiation process towards definitive purchase
contracts.
The General Partner recommends that Limited Partners consent to the
Sales. In making its determination, the General Partner considered the
following:
o the fact that the Sales were negotiated at arms length with
unaffiliated third parties;
o the estimated liquidation distribution of $52 per unit payable
to the Limited Partners upon completion of the Dispositions;
o the tax benefits of continued investment in the Partnership
Properties have been reduced for most Limited Partners,
resulting in the likelihood that if the Partnership Properties
were held, cash distributions, if any, may be less than
taxable savings from operations;
o for the foreseeable future, the Partnership Properties may
generate taxable income but will probably not result in the
Partnership generating sufficient cash flow to distribute cash
to Limited Partners to pay the resulting tax liabilities;
o given the Partnership Properties' ages, the Partnership
Properties may require substantial capital expenditures in the
future for which existing reserves will not be adequate;
o additional capital contributions from Partners to fund
additional capital expenditures probably will not be an
attractive investment;
o the Partnership has not made any distributions to Limited
Partners in the last ten years;
o that a balloon payment on the Aspen Ridge Mortgage of
$5,750,000 is due in November 2003 and on the Sutton Place
mortgage of $2,581,000 is due in October 2003: and
o that the General Partner and its affiliates are to contribute
an estimated $361,839 to the Partnership as a deficit
restoration contribution in accordance with the partnership
agreement.
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The General Partner has not retained an unaffiliated representative to
act on behalf of the Limited Partners in connection with the Sales. Approval of
the Sales requires the affirmative consent of Limited Partners owning more than
50% of the outstanding Partnership Units.
SUMMARY OF THE PURCHASE AGREEMENTS
In May, 2000, Aspen Ridge Associates, Ltd. and Sutton Place Associates
Ltd. (collectively, the "Sellers"), entered into an Agreement to sell Aspen
Ridge and Sutton Place to Dail Equities, Inc., a Nebraska corporation and George
VonVliet, respectively ("Purchasers"). The Partnership owns a 99% limited
partnership interest in each Seller. The general partner of each Seller is a
limited liability company in which the Partnership is the sole member.
The Purchasers are unaffiliated with the Partnership, the General
Partner or their affiliates or the other Purchasers. The Aspen Ridge purchaser,
Dail Equities, Inc. has its principal office located at 1104 South 76th Avenue,
Omaha, Nebraska, 68127. The Sutton Place purchaser, George VonVliet's address is
10425 Bluff Road, Eden Prairie, Minnesota 55347.
Aspen Ridge Associates, Ltd. retained C.B. Richard Ellis and the Sutton
Place Associates retained O'Boyle Properties, Inc. and Southwest Residential
Partner's Inc. as their real estate brokers to assist in the sales of the
Partnership Properties. The brokers are not affiliated with the Partnership, the
General Partner or their affiliates. Once the Purchasers made their initial
offer for the Partnership Properties, the parties negotiated a purchaser price
and the terms of the Aspen Ridge and the Sutton Place Purchase and Sale
Contracts (collectively, the "Purchase Agreements").
The proposed terms of the sale of the Partnership Properties to the
Purchasers are more fully described below. The Purchase Agreements can be
amended, modified, or superseded at any time and from time to time with the
consent of the Sellers and Purchasers.
PURCHASE PRICE
Pursuant to the Purchase Agreements, Purchasers agreed to purchase from
Sellers, and Sellers agreed to sell to Purchasers, the Partnership Properties on
the terms and conditions described in the Purchase Agreements. Pursuant to the
Purchase Agreements, the gross purchase price for the Aspen Ridge property and
for the Sutton Place property is $10,000,000 and $5,400,000, respectively. Each
purchase price is subject to the adjustment for customary prorations including
rents, deposits, operating expenses and real estate taxes.
FEASIBILITY PERIOD; DEPOSIT
Pursuant to the Purchase Agreements, Purchasers of Aspen Ridge and
Sutton Place have 45 days and 30 days, respectively, from the date of the
Purchase Agreements (such period being referred to herein as the "Feasibility
Period"), but in no event 45 days from the date of the respective Purchase
Agreements to conduct customary studies, tests, examinations and inspections, or
investigations of or concerning the Partnership Properties it reasonably
believes is advisable, to confirm any and all matters Purchasers desire to
confirm with respect to the Partnership Properties, to ascertain and confirm the
suitability of the Partnership Properties for Purchasers' intended use of the
Partnership Properties, and to review materials relating to the Partnership
Properties other than the Seller's proprietary information. Purchasers have
indemnified Sellers for such surveys, tests, and investigations. Pursuant to the
Purchase Agreements, Purchasers have delivered to the title insurer for the
Partnership Properties, as escrow agent, a deposit (the "Deposit") in the sum of
$100,000 for each of the Partnership Properties. The Sutton Place Purchase
Agreement provides that $20,000 of the Deposit is non-refundable, except as
otherwise provided in the Sutton Place Agreement.
Purchasers can terminate the Purchase Agreements by written notice at
any time prior to the end of the Feasibility Period. If Purchasers do not
terminate the Purchase Agreements in accordance with their terms, the Deposit
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becomes nonrefundable (subject to certain exceptions). Financing is not a
contingency to the sale of the Partnership Properties and all financing costs
and expenses will be the Purchaser's responsibility.
EXISTING FIRST MORTGAGE
Sellers will be responsible for paying off the first mortgage on the
Partnership Properties out of the sale proceeds.
TITLE
Sellers have agreed to promptly secure title insurance commitment for
Aspen Ridge for $10,000,000 and for Sutton Place for $5,400,000 at their
expense. Purchasers have agreed to accept title to the Partnership Properties,
subject to the matters set forth in the preliminary title report that it does
not object to. If Sellers cannot deliver title at the scheduled closing in
satisfactory condition, Purchasers can elect to terminate the Purchase
Agreements and the Deposit will be returned to Purchasers. There can be no
assurances that title to the Partnership Properties will be in the state
required in the Purchase Agreements. Purchasers can also request that certain
surveys of the Partnership Properties be made, some of which they will pay for
and some of which both Purchasers and Sellers will share equally the costs.
CLOSING
The consummation of the transactions contemplated by the Purchase
Agreements (the "Closing") must occur not later than 30 calendar days after the
expiration of the Feasibility Period for the Aspen Ridge property and not later
than 60 calendar days after the date of the purchase agreement for the Sutton
Place property; or for Aspen Ridge, upon obtaining the consent of the Limited
Partners of the Partnership to the Sales, which ever occurs last. If the Limited
Partners consent to the Sales is not obtained prior to closing for the Sutton
Place property or within 90 days from the date the Purchase Agreement is signed,
the Sutton Place Purchaser can terminate the Sutton Place Purchase Agreement.
The Sutton Place Purchaser will also receive $30,000 in the event that Consent
is not obtained by the appropriate date. The Closing Date may be extended
without penalty at the Seller's option for an additional seven calendar days for
the Aspen Ridge property and for an additional thirty calendar days for the
Sutton Place property, or such later period as is mutually acceptable to Sellers
and Purchasers, to enable the Sellers to satisfy a condition to the Closing.
PRORATIONS
All normal and customarily proratable items, such as rents, deposits,
operating expenses and real estate taxes, will be prorated as of the Closing
Date, with Sellers being charged or credited, as the case may be, for such items
for the period through and including the Closing Date and Purchasers being
charged or credited, as the case may be, for such items after the Closing Date.
Tenant deposits will be transferred to Purchasers or, in the case of the Sutton
Place property, the Seller may elect to take a credit against the Sutton Plan
purchase price. Delinquent rents received by Purchasers or Sellers after the
Closing Date will be applied, first, to the period of time after the Closing
Date and, second, to the period of time before the Closing Date, and will be
disbursed accordingly.
COSTS AND FEES
Sellers are responsible for all transfer taxes and excises taxes, and
Purchasers are responsible for all recording costs with respect to the Closing.
Sellers and Purchasers will share equally in the escrow fees. Sellers are
responsible for all the fees and charges of the title insurer.
REPRESENTATIONS AND WARRANTIES
The Purchase Agreements include representations and warranties of
Sellers to Purchasers, including representations and warranties as to, among
other things, its organization, power and authority, absence of defaults or
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violations, title, possession of the Partnership Properties, absence of
litigation and claims, notices of violations, commissions, and accuracy of
certain documents it provided to Purchasers. The Purchase Agreements include
representations and warranties of Purchasers to Sellers, including
representations and warranties as to, among other things, its organization,
power and authority, absence of litigation and claims, absence of defaults or
violations, and absence of brokers and finders.
CONDITIONS TO CLOSING
Purchaser's obligation to close under the Purchase Agreements is
subject to the fulfillment in all material respects of the following conditions
precedent: (i) the delivery of all documents required to be delivered by Sellers
in form and substance reasonably satisfactory to Purchasers; (ii) the truth of
each of Seller's representations and warranties as of the Closing Date in all
material respects; (iii) the compliance and performance by Sellers of all
covenants, terms, and conditions with which Sellers must comply or perform under
the Purchase Agreements; (iv) that occupancy levels have not decreased by 15% or
more; and (v) Seller's termination of any property contracts Purchasers are not
assuming. The Sutton Place Purchaser's obligation is also subject to fulfillment
of the following conditions precedent (i) lack of bankruptcy of Seller or its
general partner; (ii) no existing eminent domain proceeding; and (iii) obtaining
necessary consents. Seller's obligation to close under the Purchase Agreement is
subject to the fulfillment of the following conditions precedent: (i) the truth
of each of Purchaser's representations and warranties, in all material respects,
when made and as of the Closing Date; (ii) the full compliance and performance
by Purchasers of all covenants terms, and conditions with which Purchasers must
comply or perform under the Purchase Agreements, (iii) the absence of pending or
threatened litigation which, if determined adversely, would restrain the Closing
or make illegal, invalid, or nonbinding any of Purchaser's covenants or
obligations; and (iv) receipt by Sellers of all consents and approvals of the
Closing of the Partnership's Partners.
There can be no assurance that such conditions precedent can be
satisfied.
BROKERAGE
O'Boyle Properties Inc. and Southwest Residential Properties, Inc. will
be due a brokerage fee of 1 1/4% of the gross sales price upon consummation of
the sale of Sutton Place. C.B. Richard Ellis will be due a brokerage fee of 1%
of the gross sales price upon consummation of the Sale of Aspen Ridge.
REMEDIES
Sellers shall be entitled to receive and retain the entire Deposit as
liquidated damages in the event that (i) Purchasers terminate the Purchase
Agreements following the Feasibility Period for any reason other than the
Seller's default under the Purchase Agreements. If the Closing does not occur as
a result of the Seller's default under the Purchase Agreements and Purchasers
have not terminated the Purchase Agreements and are not otherwise in default
under the Purchase Agreements, Purchaser's sole remedy is to terminate the
Purchase Agreements and seek reimbursement of the Deposit, or seek specific
performance of the Purchase Agreements. Representations and warranties in the
Purchase Agreements shall terminate at the first anniversary of the Closing
(unless a lawsuit has previously been brought). The maximum damages Sellers are
liable for as a result of any breach of the representations or warranties is
$100,000.
RISK OF LOSS
The risk of loss with respect to the Partnership Properties through and
including the Closing Date is borne by Sellers. If material damage (i.e., damage
in excess of $300,000) occurs to any property prior to the Closing Date,
Purchasers can either (i) terminate the Purchase Agreements and receive the
Deposit back, or (ii) close under the Purchase Agreements, receive insurance
proceeds relating to such loss (plus a credit against the Purchase Price for any
deductible) but only to the extent of damages for the Sutton Place property. If
any property is damaged prior to the
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Closing Date, but not materially, Seller shall try to repair prior to Closing
but if it cannot complete the repairs prior to the Closing Date, then Purchasers
will receive any insurance proceeds relating to such damage (plus a credit
against the Purchase Price for any deductible) but only to the extent of damages
for the Sutton Place property.
If at Closing all or any part of any property is, has been, or is about
to be acquired by eminent domain, Purchasers can terminate the Purchase
Agreements by written notice, or consummate the transactions contemplated hereby
and receive the applicable condemnation award.
SALE OF 51 NORTH HIGH BUILDING
In February, 2000 the 51 North High Street, L.P. entered into an
Agreement to sell the 51 North High Building to S&R Restaurants, Inc. The 51
North High Building, located in Columbus, Ohio, was initially purchased on
December 20, 1984. The office building consisted of approximately 86,000 square
feet. The 51 North High purchaser, S&R Restaurants, Inc. has its principal
office located at 249 North Craig Street, Pittsburgh, Pennsylvania 15213. Said
purchaser is not affiliated with the General Partner, the Partnership, or their
affiliates or with the Purchasers of the residential properties. 51 North High
Street, L.P. retained EHLE, Morrison Group as their real estate brokers to
assist in the sale of the property. EHLE, Morrison Group was due a brokerage fee
of 3% of the gross sales price upon consummation of the sale of 51 North High.
The 51 North High Building sold for $3,226,800 on June 2, 2000.
11
<PAGE> 13
ESTIMATED ALLOCATION OF PROCEEDS
Following the Sales of the Partnership Properties, the Partnership will
be liquidated and dissolved. The table contains a summary of the estimated
allocation to Limited Partners of the proceeds to the Partnership from the
Dispositions, assuming the Dispositions were all completed on May 31, 2000.
These calculations are estimates based upon information currently available to
the General Partner. There can be no assurance that these estimates will prove
accurate.
<TABLE>
<S> <C>
Gross sale price
Aspen Ridge $ 10,000,000
Sutton Place 5,400.000
51 North High Building 3,226,800
============
Total 18,626,800
Other Partnership assets, net of liabilities 1,587,648
Less: mortgage debt, including accrued interest (10,662,871)
Less: closing costs, including brokerage commissions (561,614)
------------
TOTAL $ 8,989,963
============
Estimated capital contributions from General Partner and the Special Limited
Partner in accordance with partnership agreement* $ 366,650
Net proceeds distributable to all Partners $ 9,356,613
Percentage of proceeds allocable to Limited Partners 100%
Net proceeds distributable to Limited Partners $ 9,356,613
Total number of Units 179,537.20
Liquidation distribution per Unit $ 52
</TABLE>
------------------------
* Approximately 1.3% of the capital contribution is from the special
limited partner, which is not affiliated with the General Partner, or
its affiliates.
12
<PAGE> 14
ESTIMATED FEDERAL INCOME TAX GAIN FROM THE DISPOSITIONS AND THE LIQUIDATION
Limited Partners will recognize taxable gain for Federal income tax
purposes upon the Dispositions. The following table contains a summary of the
estimated allocation to a typical Limited Partner of taxable gain recognized by
the Partnership upon the Dispositions, assuming the Dispositions are completed
on May 31, 2000.
<TABLE>
<S> <C>
Estimated unrecaptured Section 1250 Gain per Unit upon the $ 31
dispositions and the liquidation ----
Estimated liquidating distribution per Unit $ 52
----
</TABLE>
THE ESTIMATES OF TAXABLE INCOME AND GAIN PER UNIT PROVIDED HEREIN ARE
HYPOTHETICAL AMOUNTS BASED UPON A NUMBER OF ASSUMPTIONS WHICH MAY NOT BE CORRECT
FOR ANY GIVEN LIMITED PARTNER, AND ARE FOR ILLUSTRATIVE PURPOSES ONLY. IN
ADDITION, THESE ESTIMATES ARE BASED ON PRELIMINARY INFORMATION AVAILABLE TO THE
GENERAL PARTNER WHICH MAY NOT BE COMPLETE IN A NUMBER OF MATERIAL RESPECTS.
THUS, THE ACTUAL INCOME AND GAIN RECOGNIZED BY ANY SPECIFIC LIMITED PARTNER
CANNOT BE DETERMINED WITH CERTAINTY, IS LIKELY TO VARY MATERIALLY FOR ANY
SPECIFIC LIMITED PARTNER, AND MAY BE SIGNIFICANTLY GREATER OR LESS THAN THAT
DESCRIBED HEREIN. RULINGS AND OPINIONS HAVE NOT AND WILL NOT BE REQUESTED FROM
THE INTERNAL REVENUE SERVICE OR PROVIDED BY COUNSEL WITH RESPECT TO THE MATTERS
DISCUSSED HEREIN. CONSEQUENTLY, LIMITED PARTNERS ARE STRONGLY URGED TO CONSULT
THEIR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE DISPOSITIONS AND THE
LIQUIDATION OF THE PARTNERSHIP IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. SEE
"CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES."
ALTERNATIVES CONSIDERED
One alternative would be to continue to own and operate the Partnership
Properties. However, there have been no distributions to the Partners in the
last 10 years. See "Certain U.S. Federal Income Tax Consequences--Tax
Consequences If the Properties Are Not Sold." Given the ability to sell the
Partnership Properties for $15,400,000, the General Partner believes that the
Sales would be in the best interests of the Partnership and the Limited
Partners.
Although no reports, opinions or appraisals relating to a property has
been prepared for the Partnership by the General Partner in the past 18 months,
in determining to engage in the Sales, the General Partners considered that an
affiliate of the General Partner offered in November 1999 to acquire Units in a
tender offer. In such tender offer, the affiliate estimated the liquidation
value of the Units to be $36.79, the value of Aspen Ridge to be $9,460,000 and
the value of Sutton Place to be $3,935,000, and the value of the 51 North High
Building to be $3,200,000, before considering each property's indebtedness. In
valuing the Units, the affiliate assumed that the estimated liquidation proceeds
were distributed to the holders of Units, as provided in the Agreement of
Limited Partnership. The estimated valuation was based on (i) the Partnership's
property income for each residential property for the nine months ended
September 30, 1999 annualized for a full year and applying a capitalization rate
10.50%; (ii) a discount from the residential the offer price[s] for the office
building; (iii) the current assets of the Partnership; (iv) the estimated costs
and fees (including applicable state sales taxes) for a sale of the property and
winding up of the Partnership; (v) the estimated cost of deferred maintenance,
(vi) the mortgages on the Partnership Properties; (vii) the Partnership's other
liabilities; and (viii) the percentage ownership interests of the Limited
Partners in the Partnership. Further, Robert A. Stanger & Co., Inc., an
independent investment banking firm, has rendered an opinion in connection with
such offer that the offer price of $36.75 per Unit was fair to the Limited
Partners from a financial point of view.
Aspen Ridge and Sutton Place were appraised in 1996 by an independent
third party appraiser (the
13
<PAGE> 15
"Appraiser"). According to the appraisal reports, the scope of the appraisals
included an inspection of the Partnership Properties and an analysis of the
surrounding market. The Appraiser relied principally on the income
capitalization approach to valuation and secondarily on the sales comparison
approach, and represented that its report was prepared in accordance with the
Code of Professional Ethics and Standards of Professional Appraisal Practice,
and in compliance with the Appraisal Standards set forth in the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (known as "FIRREA").
The estimated market value of the fee simple estate for Aspen Ridge was
$9,100,000 and for Sutton Place was $4,700,000. The appraised value did not
reflect the mortgage encumbering the Partnership Properties.
14
<PAGE> 16
SELECTED FINANCIAL DATA OF THE PARTNERSHIP
The selected financial information of the Partnership set forth below for the
years ended December 31, 1999 and 1998 is based on audited financial statements.
The information for the nine months ended March 31, 2000 and 1999 is based on
unaudited financial information. This information should be read in conjunction
with such financial statements, including notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Your
Partnership" in the Annual Report on Form 10-KSB of your partnership for the
year ended December 31, 1999 and the Quarterly Report of Form 10-QSB of your
partnership for the quarter ended March 31, 2000.
(IN THOUSANDS, EXCEPT PER UNIT DATA)
OPERATING DATA:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR PERIOD ENDED
DECEMBER 31, MARCH 31,
------------------- ------------------
1999 1998 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Revenues .................................... $ 3,283 $ 3,230 $ 827 $ 814
Loss before discontinued operations ............... (179) (183) (32) (9)
Loss Income from discounted operations ............ 50 52 (37) (1)
Net Loss .......................................... (129) (131) (69) (8)
Net Loss Income per limited partnership unit ...... (0.72) (0.73) (0.38) (0.04)
Net Loss Income per limited partnership unit from
discounted operations ............................. (0.28) (0.29) (0.21) 0.01
Distributions per limited partnership unit ........ -- -- -- --
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
BALANCE SHEET DATA: DECEMBER 31, MARCH 31,
------------ ---------
1999 1998 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash and Equivalents...................................... $1,660 $1,177 $2,054 $1,277
Real Estate, Net of Accumulated Depreciation.............. 4,383 6,414 4,203 6,263
Total Assets.............................................. 6,645 8,398 6,596 8,362
Mortgage Notes Payable.................................... 8,466 10,988 8,459 10,974
General Partners' Capital (Deficit)....................... (21) (21) (21) (2)
Limited Partners' Capital (Deficit)....................... (3,365) (50) (3,434) (3,242)
Partners' Capital (Deficit)............................... (3,434) (8,395) (3,503) (3,313)
Net Increase in Cash and Cash Equivalents................. 483 603 299 100
Net Cash Provided by Operating Activities................. 1,109 910 352 265
</TABLE>
DESCRIPTION OF PROPERTIES
The following shows the location, the date of purchase, the nature of
the Partnership's ownership interest in and the use of each of the Partnership
Properties.
<TABLE>
<CAPTION>
Type of
Property Date of Purchase Ownership(1) Use
-------- ---------------- ------------ ---
<S> <C> <C> <C>
Aspen Ridge Apartments 08/09/84 Fee ownership subject to Apartments
West Chicago, Illinois first mortgage 253 Units
Sutton Place Apartments 07/06/84 Fee ownership subject to Apartments
Corpus Christi, Texas first mortgage 201 Units
</TABLE>
----------------
(1) All of the Partnership Properties are held by separate limited partnerships
in which the partnership holds a 99% limited partnership interest. The
general partners are limited liability companies of which the Partnership
is the sole member.
16
<PAGE> 18
SCHEDULE OF REAL ESTATE TAXES AND RATES:
The following shows the real estate taxes and rates for 1999 for each year
of the Partnership Properties.
<TABLE>
<CAPTION>
Property 1999 Billing 1999 Rate
-------- ------------ ---------
<S> <C> <C>
Aspen Ridge $ 253,000 8.23%
Apartments
Sutton Place 132,000 3.08%
Apartments
</TABLE>
ACCUMULATED DEPRECIATION SCHEDULES
The following shows the gross carrying value, accumulated depreciation and
Federal tax basis of each of the Partnership Properties as of December 31, 1999.
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Term Method Tax Basis
-------- ----- ------------ ---- ------ ---------
<S> <C> <C> <C> <C> <C>
Aspen Ridge Apartments........ $ 9,067,000 $6,433,000 5-19 yrs S/L $2,866,000
Sutton Place Apartments....... 6,000,000 4,451,000 5-19 yrs S/L 2,502,000
--------- ---------- ----------
Total........................ $15,267,000 $5,469,000 $5,368,000
=========== =========== ==========
</TABLE>
SCHEDULE OF MORTGAGES
The following show certain information regarding the outstanding mortgages
encumbering each of the Partnership Properties as of December 31, 1999.
<TABLE>
<CAPTION>
Principal
Balance at Principal
December 31, Interest Maturity Balance Due
Property 1999 Rate Date At Maturity
-------- ------ ------ ------ -----------
<S> <C> <C> <C> <C>
Aspen Ridge Apartments.............. $5,750,000 7.330% 11/03 $5,750,000
Sutton Place Apartments............. 2,716,000 9.125% 10/03 2,581,000
---------- ----------
Total.......................... $8,466,000 $7,437,000
========== ==========
</TABLE>
AVERAGE ANNUAL RENT AND OCCUPANCY RATES
The following shows the average annual rent amounts and occupancy rates
for each of the Partnership Properties during the year ended December 31, 1999
and 1998.
<TABLE>
<CAPTION>
Property Average Annual Rent Annual Average Occupancy
-------- --------------------- ------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aspen Ridge Apartments................... $8,755,000 $8,489,000 94% 94%
Sutton Place Apartments.................. 6,463,000 6,304,000 92% 91%
</TABLE>
17
<PAGE> 19
INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS
The Partnership's prospectus dated August 28, 1984, pursuant to which Units
in the Partnership were sold, indicated that the Partnership was intended to be
self-liquidating and that it was anticipated that the Partnership's Properties
would be sold within 3 to 7 years of their acquisition, provided market
conditions permit. The prospectus also indicated that there could be no
assurance that the Partnership would be able to so liquidate and that, unless
sooner terminated as provided in the Agreement of Limited Partnership, the
existence of the Partnership would continue until the year 2013.
In general, the General Partner regularly evaluated a sale of the
Partnership's Properties by considering various factors, such as the
Partnership's financial position and real estate market conditions. The General
Partner monitors the Partnership Properties' specific locale and sub-market
conditions (including stability of the surrounding neighborhood) evaluating
current trends, competition, new construction and economic changes. The General
Partner oversees each asset's operating performance and continuously evaluates
the physical improvement requirements. In addition, the financing structure for
each property (including any prepayment penalties), tax implications,
availability of attractive mortgage financing, and the investment climate are
all considered. Any of these factors, and possibly others, could potentially
contribute to any decision by the General Partner to sell, refinance, upgrade
with capital improvements or retain a particular property. After taking into
account the foregoing considerations and the offers received, the General
Partner sold the 51 North High Building and is recommending the Sales of the
Aspen Ridge and Sutton Place properties.
CONFLICTS OF INTERESTS
The General Partner has substantial conflicts of interest with respect to
the Sales. Set forth below are certain fees paid to the General Partner and its
affiliates for the years indicated.
<TABLE>
<CAPTION>
REIMBURSEMENT
PERIOD/ FOR SERVICES OF PARTNERSHIP
YEAR AFFILIATES MANAGEMENT FEES DISTRIBUTIONS TOTAL
---- ---------- --------------- ------------- -----
<S> <C> <C> <C> <C>
1996 $203,000 $204,000 $ -- $407,000
1997 $225,500 $215,000 $ -- $440,500
1998 $130,000 $213,000 $ -- $343,000
1999 $ 95,000 $169,000 $ -- $264,000
</TABLE>
------------------------------------
The management fees and reimbursements detailed in the table are calculated
as the property management fee is equal to 5% of gross receipts from all
Partnership properties. There are no current plans or proposals to change the
current management fee and expense reimbursement arrangements.
The General Partner and its affiliates are expected to contribute an
estimated $361,839 as a deficit restoration contribution in accordance with the
partnership agreement.
18
<PAGE> 20
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary of certain United States Federal income tax
consequences to Limited Partners of the Dispositions and the liquidation of the
Partnership is based on current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations, judicial opinions, published
rulings of the U.S. Internal Revenue Service (the "IRS") and other applicable
authorities, all as in effect as of the date of this proxy statement and all of
which are subject to change, possibly with retroactive effect. This summary is
for general information only; it does not address all aspects of United States
Federal income taxation that may be relevant to any particular Limited Partner
in light of its individual circumstances, to Limited Partners subject to special
treatment (for example, financial institutions, broker-dealers, corporations,
foreign persons, Limited Partners subject to the alternative minimum tax, and
tax-exempt organizations) under the Code, or to Limited Partners who acquired
their Units subsequent to the Partnership's initial offering. In addition, this
summary does not address any state, local, or other tax consequences, however,
it should be noted that a Limited Partner could be subject to income taxation by
state, local, or other taxing authorities where the Partnership Properties are
located or where the Limited Partner resides. No ruling from the IRS or opinion
of counsel has been or will be sought with respect to the tax consequences
discussed in this proxy statement, and there are no assurances that the IRS will
not take a position contrary to the tax consequences discussed below or that any
position taken by the IRS would not be sustained. Limited Partners are urged to
consult their own tax advisers as to the specific tax consequences to them of
the Dispositions and the liquidation of their interests in the Partnership.
TAX CONSEQUENCES IF THE PARTNERSHIP PROPERTIES ARE SOLD. If the
Partnership Properties are sold, the Partnership will recognize gain as a result
of the Dispositions. The amount of gain recognized by the Partnership will be
equal to the excess of the sum of the cash and other property received in
exchange for each property, plus the amount of the liabilities assumed by the
buyer, over the Partnership's adjusted basis in such property. Such recognized
gain will be allocated to the Limited Partners in accordance with the
Partnership Agreement. In addition, a Limited Partner will recognize gain or
loss on the liquidation of its interest in the Partnership to the extent of the
difference between the amount of cash (including the deemed distribution of cash
for Federal income tax purposes as a result of the reduction in such Limited
Partner's share of Partnership liabilities) distributed to such Limited Partner
and the Limited Partner's adjusted tax basis in its Partnership interest after
adjustment for any gain or loss from the operation of the Partnership, including
gains from the Dispositions, through the Partnership's dissolution. Generally,
any gain or loss recognized by a Limited Partner on the liquidation of its
Partnership interest will be capital gain or loss and will be treated as
long-term capital gain or loss if the Limited Partner's holding period of its
Partnership interest exceeds one year. However, gain recognized by a Limited
Partner upon the liquidation of its Partnership interest may be characterized as
other than capital gain to the extent such gain is attributable to depreciation
deductions previously claimed with respect to the Partnership Properties. The
total amount of gain from the Dispositions and the liquidation of the
Partnership that will be recognized by a typical Limited Partner is estimated to
be $31 per Unit.
It is expected that the gain recognized by a typical Limited Partner as
a result of the Dispositions will be classified for Federal income tax purposes
as "unrecaptured section 1250 gain" under rules requiring the recapture of
certain depreciation deductions allowable with respect to the Partnership
Properties. Unrecaptured section 1250 gain is taxed at a rate that is greater
than the rate of tax generally applicable to long-term capital gains. The
maximum rate of tax for unrecaptured section 1250 gain is 25 percent, and
generally applies only to individuals, trusts and estates. The amount of
unrecaptured section 1250 gain from the Dispositions that will be recognized by
a typical Limited Partner is estimated to be $31 per Unit. Any gain recognized
by a Limited Partner as a result of the Dispositions that is not classified as
unrecaptured section 1250 gain will be treated as "section 1231 gain." Each
Limited Partner must net its section 1231 gains and losses from all sources,
including its allocable share of such gains recognized as a result of the
Dispositions. To the extent that net section 1231 gains exceed net section 1231
losses, such gains and losses will be treated as long-term capital gains and
losses. The maximum rate of tax for long-term capital gains is 20 percent, and
generally applies only to individuals, trusts, and estates. Currently, none of
the gain is estimated to be taxed as section 1231 gain.
19
<PAGE> 21
If a Limited Partner possesses suspended tax losses (including
suspended passive activity losses), tax credits, or other items of tax benefit,
such items may potentially be used to reduce any tax liability that arises with
respect to the gain recognized as a result of the Dispositions and the
liquidation of the Partnership. The determination of whether a Partner possesses
suspended tax losses, tax credits, or other items of tax benefit that may be
used to reduce any gain resulting from the Dispositions and the liquidation of a
Limited Partner's Partnership interest will depend upon each Limited Partner's
individual circumstances. Limited Partners are strongly urged to consult their
own tax advisor in this regard.
TAX CONSEQUENCES IF THE PROPERTIES ARE NOT SOLD. The Partnership
Properties have been substantially depreciated for United States Federal income
tax purposes. As a result, it is likely that continued operation of the
Partnership Properties will generate income that will be taxable to the Limited
Partners, since it is unlikely that there will be adequate depreciation and
other deductions equal to or greater than the income generated from the
Partnership Properties. It is anticipated, however, that there will not be cash
available for distribution to the Limited Partners since it is expected that all
or substantially all of the Partnership Properties' cash flow will be used to
service the Partnership's liabilities. The Partnership will also continue to
incur the administrative costs of operating the Partnership, including the cost
of preparing and filing a partnership tax return.
EACH LIMITED PARTNER IS STRONGLY URGED TO CONSULT ITS TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE DISPOSITIONS AND THE LIQUIDATION
OF THE PARTNERSHIP (INCLUDING THE AMOUNT AND CHARACTER OF TAXABLE GAIN) AS
DESCRIBED HEREIN, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO,
and on February 26, 1999, Insignia Properties Trust merged into Apartment
Investment and Management Company ("AIMCO"). As a result of these transactions,
AIMCO acquired indirect ownership of the General Partner.
No director or officer of the General Partner owns any Units. The
following table sets forth certain information regarding Units of the
Partnership owned by each person who is known by the Partnership to own
beneficially more than 5% of the Units as of May 31, 2000:
<TABLE>
<CAPTION>
Name and address* of Amount and Nature of
Beneficial Owner Beneficial Owner Percent of Class
---------------- ---------------- ----------------
<S> <C> <C>
AIMCO Properties L.P. 25,293.7 (1) 13.94%
Insignia Properties L.P. 2,890 (2) 1.61%
Madison River Properties, LLC 43,795.80 (3) 24.39%
Cooper River Properties, LLC 11,175.00 (4) 6.22%
</TABLE>
------------------
* The addresses of each Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222.
(1) The Units may be deemed beneficially owned by AIMCO-GP, Inc. (which is
the general partner of AIMCO Properties, L.P.) and AIMCO (which owns
AIMCO-GP, Inc.)
20
<PAGE> 22
(2) The Units may be deemed beneficially owned by AIMCO/IPT, Inc. (which is
the general partner of Insignia Properties, L.P.) and AIMCO (which owns
AIMCO/IPT, Inc.)
(3) These units may be deemed beneficially owned by Insignia Properties
L.P. (which wholly owns Madison River Properties LLC), by AIMCO IPT,
Inc. and AIMCO.
(4) These Units may be deemed beneficially owned by Insignia Properties,
L.P. (which wholly owns Cooper River Properties, LLC.), by AIMCO-IPT,
Inc. and by AIMCO.
-------------------------------
This Consent Solicitation Statement is provided by the General Partner of
the Partnership.
CONSOLIDATED CAPITAL
PROPERTIES V
By: CONCOP EQUITIES, INC.
General Partner
July 3, 2000
21
<PAGE> 23
CONSOLIDATED CAPITAL PROPERTIES V
Colorado Center, Tower Two,
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
CONSENT OF LIMITED PARTNER
The undersigned, a limited partner of Consolidated Capital Properties V
(the "Partnership"), and the holder of units (the "Units") of limited
partnership interest in the Partnership, acting with respect to all of the Units
owned by the undersigned, hereby:
1. [ ] Consents [ ] Withholds Consent [ ] Abstains
with respect to the Sales of the Aspen Ridge Apartments and the Sutton Place
Apartments on the terms set forth in the Consent Solicitation Statement.
IF NO ELECTION IS SPECIFIED, AN OTHERWISE PROPERLY COMPLETED AND SIGNED
CONSENT FORM WILL BE DEEMED TO BE A CONSENT TO THE SALES.
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement, dated July 3, 2000. THIS CONSENT IS SOLICITED ON BEHALF OF
CONSOLIDATED CAPITAL PROPERTIES V BY CONCAP EQUITIES, INC., THE GENERAL PARTNER.
A fully completed, signed and dated copy of this Consent Form should be
sent to the Solicitation Agent by mail or overnight courier to the respective
address specified below, or by fax to the fax number specified below, prior to
5:00 p.m., New York City time on August 2, 2000.
Completed and signed consents should be sent to Corporate Investors
Communication, Inc. by mail to P.O. Box 2065, South Hackensack, New Jersey
07606-2065; by overnight courier services to 111 Commerce Road, Carlstadt, New
Jersey 07072--Attention: Reorganization Department; or by fax to (201) 896
-0910.
Dated: , 2000 By:
------------ -------------------------------
-------------------------------
Please Print Name
If held jointly:
By:
-------------------------------
-------------------------------
Please Print Name
Please sign exactly as you hold your Partnership Units. When signing as an
attorney-in-fact, executors, administrator, trustee or guardian, please give
your full title. If an interest is jointly held, each holder should sign. If a
corporation, please sign in full corporate name by a duly Total Revenues
authorized officer. If a partnership, please sign in partnership name by a duly
authorized person.
22
