<PAGE> 1
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
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
---------------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $31,638,053 Amount of Filing Fee: $6,327.61
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 57,005.5 units of limited partnership interest of the
subject partnership for $555 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] 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: $6,099.59 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: October 19, 1999
(Continued on following pages)
Page 1 of 5
<PAGE> 3
AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 16 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 2 of the
Schedule 14D-1, originally filed October 12, 1999, of AIMCO Properties, L.P.
(the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of Century Properties Growth Fund XXII (the
"Partnership"); and (b) Amendment No. 16 to the Schedule 13D (the "Schedule
13D") originally filed with the Securities and Exchange Commission (the
"Commission") on August 30, 1995, by Insignia Financial Group, Inc.
("Insignia"), IFGP Corp. ("IFGP"), Insignia NPI L.L.C. ("NPI"), Riverside Drive
L.L.C. ("Riverside") and Andrew L. Farkas as amended by (i) Amendment No. 1
filed with the Commission on January 31, 1996 by Insignia, IFGP, NPI, Riverside,
Insignia Commercial Group, Inc. ("Commercial"), Insignia Properties Corporation
("Properties") and Andrew L. Farkas; (ii) Amendment No. 2 filed with the
Commission on February 27, 1996 by Insignia, IFGP, NPI, Riverside, Commercial,
Properties and Andrew L. Farkas; (iii) Amendment No. 3 filed with the Commission
on January 16, 1997 by Insignia, Insignia Properties, L.P. ("IPLP"), Commercial,
Insignia Properties Trust ("IPT") and Andrew L. Farkas; (iv) Amendment No. 4
filed with the Commission on August 28, 1997 by IPLP Acquisition I, L.L.C.
("IPLP Acquisition"), IPLP, IPT and Andrew L. Farkas; (v) Amendment No. 5 filed
with the Commission on September 26, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (vi) Amendment No. 6, filed with the Commission
on October 1, 1997, by IPLP Acquisition, IPLP, IPT, Insignia, and Andrew L.
Farkas; (vii) Amendment No. 7 filed with the Commission on October 3, 1997, by
IPLP Acquisition, IPLP, IPT, Insignia and Andrew L. Farkas; (viii) Amendment No.
8, filed with the Commission on October 7, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (ix) Amendment No. 9, filed with the Commission
on November 10, 1997, by IPLP Acquisition, IPLP, IPT, Insignia and Andrew L.
Farkas; (x) Amendment No. 10 filed with the Commission on October 26, 1998, by
IPLP Acquisition, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and Apartment Investment
and Management Company ("AIMCO"); (xi) Amendment No. 11, filed with the
Commission on May 14, 1999, by IPLP Acquisition, AIMCO/IPT, Inc. ("AIMCO/IPT"),
IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xii) Amendment No. 12, filed with the
Commission on July 1, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO; (xiii) Amendment No. 13, filed with the Commission on August
6, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(xiv) Amendment No. 14, filed with the Commission on October 12, 1999, by IPLP
Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xv) Amendment
No. 15, filed with the Commission on October 19, 1999, by IPLP Acquisition,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. IPLP Acquisition, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO are herein referred to as the "Reporting
Persons." The item numbers and responses thereto are set forth below in
accordance with the requirements of Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated October 12, 1999 (Previously filed).
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated October 12, 1999, from AIMCO OP to the Limited
Partners of the Partnership (Previously filed).
(a)(4) Supplement to Offer to Purchase, dated October 18, 1999
(Previously filed).
(a)(5) Letter, dated October 18, 1999, from AIMCO OP to the Limited
Partners of the Partnership (Previously filed).
(a)(6) Supplement to Offer to Purchase, dated October 25, 1999.
(a)(7) Letter, dated October 25, 1999, from AIMCO OP to the Limited
Partners of the Partnership.
(b) Credit Agreement (Secured Revolving Credit Facility), dated
as of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A.,
Page 2 of 5
<PAGE> 4
and First Union National Bank. (Exhibit 10.1 to AIMCO's
Current Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated October 12, 1999, among
AIMCO, AIMCO- GP, AIMCO OP, AIMCO/IPT, IPLP, and IPLP
Acquisition (Previously filed).
Page 3 of 5
<PAGE> 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: October 25, 1999
IPLP ACQUISITION I, L.L.C.
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO/IPT, INC.
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO-GP, INC.
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By:/s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
Page 4 of 5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated October 12, 1999
(Previously filed).
(a)(2) Letter of Transmittal and related
Instructions.
(a)(3) Letter, dated October 12, 1999, from AIMCO
OP to the Limited Partners of the
Partnership (Previously filed).
(a)(4) Supplement to Offer to Purchase, dated
October 18, 1999 (Previously filed).
(a)(5) Letter, dated October 18, 1999, from AIMCO
OP to the Limited Partners of the
Partnership (Previously filed).
(a)(6) Supplement to Offer to Purchase, dated
October 25, 1999.
(a)(7) Letter, dated October 25, 1999, from AIMCO
OP to the Limited Partners of the
Partnership.
(b) Credit Agreement (Secured Revolving Credit
Facility), dated as of August 16, 1999,
among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union
National Bank. (Exhibit 10.1 to AIMCO's
Current Report on Form 8-K, dated August 16,
1999, is incorporated herein by this
reference.)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated October 12,
1999, among AIMCO, AIMCO- GP, AIMCO OP,
AIMCO/IPT, IPLP, and IPLP Acquisition
(Previously filed).
</TABLE>
<PAGE> 1
EXHIBIT(a)(2)
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP IN
CENTURY PROPERTIES GROWTH FUND XXII
(THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED OCTOBER 12, 1999 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON NOVEMBER 9, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE")
- -------------------------------------------------------------------------------
WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $555 PER UNIT.
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- ----------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please indicate Units in Century Properties Growth Fund XXII
changes or corrections to the name, address and tax
identification number printed below.)
- ----------------------------------------------------------------------------------------------------------------------
1. Total Number of Units 2. Total Number of Units
Owned Tendered
(#) (#)
------------------------ --------------------------
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
[ ] Check box if the units have been tendered in another tender offer.
</TABLE>
<PAGE> 2
To participate in the offer, you must send a duly completed and executed copy
of this Letter of Transmittal and any other documents required by this Letter
of Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to the Expiration Date,
unless extended. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
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.
--------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP PLEASE SEND IT TO THE INFORMATION
AGENT WITH THIS LETTER OF TRANSMITTAL.
---------------------------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE).
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the pur chase price of
Units accepted for payment is to be issued in the name of someone other than
the undersigned.
[ ] Issue consideration to:
Name
-------------------------------------------------------------------------
(Please Type or Print)
Address
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
- -------------------------------------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the purchase price of
Units accepted for payment is to be sent to someone other than the undersigned
or to the undersigned at an address other than that shown above.
[ ] Mail consideration to:
Name
-------------------------------------------------------------------------
(Please Type or Print)
Address
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
- -------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby acknowledges that he or she has received and
reviewed (i) the Purchaser's Offer to Purchase relating to the offer by AIMCO
Properties, L.P. (the "Purchaser") to purchase Limited Partnership Interests
(the "Units") in the Partnership and (ii) this Letter of Transmittal and the
Instructions hereto, as each may be supplemented or amended from time to time
(collectively, the "Offer").
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the
Purchaser the Units set forth in the box above entitled "Description of Units
Tendered," including all interests in any limited partnership represented by
such units (collectively, the "Units"), at the price indicated on the Offer to
Purchase, less the amount of distributions, if any, made by the Partnership
from the Offer Date until the Expiration Date (the "Offer Price"), net to the
undersigned in cash, without interest.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be
entitled in respect of the Units, including, without limitation, distributions
in the ordinary course, distributions from sales of assets, distributions upon
liquidation, winding-up, or dissolution, payments in settlement of existing or
future litigation, and all other distributions and payments from and after the
expiration date of the Offer, in respect of the Units tendered by the
undersigned and accepted for payment and thereby purchased by the Purchaser;
(ii) all other payments, if any, due or to become due to the undersigned in
respect of the Units, under or arising out of the agreement of limited
partnership of the Partnership (the "Partnership Agreement"), or any agreement
pursuant to which the Units were sold (the "Purchase Agreement"), whether as
contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of the undersigned's claims, rights, powers, privileges,
authority, options, security interests, liens and remedies, if any, under or
arising out of the Partnership Agreement or Purchase Agreement or the
undersigned's ownership of the Units, including, without limitation, all voting
rights, rights of first offer, first refusal or similar rights, and rights to
be substituted as a limited partner of the Partnership; and (iv) all present
and future claims, if any, of the undersigned against the Partnership, the
other partners of the Partnership, or the general partner and its affiliates,
including the Purchaser, under or arising out of the Partnership Agreement, the
Purchase Agreement, the undersigned's status as a limited partner, or the terms
or conditions of the Offer, for monies loaned or advanced, for services
rendered, for the management of the Partnership or otherwise.
The undersigned hereby 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 vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of,
the Purchaser, to sign any and all documents necessary to authorize the
transfer of the Units to the Purchaser including, without limitation, the
"Transferor's (Seller's) Application for Transfer" created by the National
Association of Securities Dealers, Inc., if required, and upon receipt by the
Information Agent (as the undersigned's agent) of the Offer Price, to become a
substitute limited partner, to receive any and all distributions made by the
Partnership from and after the Expiration Date of the Offer (regardless of the
record date for any such distribution), 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. This appointment is effective upon the
purchase of the Units by the Purchaser as provided in the Offer and shall be
irrevocable for a period of ten years following the termination of the Offer.
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).
3
<PAGE> 4
In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of the Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partner to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees not to
exercise any rights pertaining to the Units without the prior consent of the
Purchaser; and (iv) requests and consents to the transfer of the Units, to be
effective on the books and records of the Partnership as of the Offer Date.
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 other 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.
NOTWITHSTANDING ANY PROVISION IN A PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE UNDERSIGNED HEREBY DIRECTS EACH GENERAL PARTNER
OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE
TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby, the
undersigned hereby requests that the Purchaser be admitted to the Partnership
as a substitute limited partner under the terms of the Partnership Agreement.
Upon request, the undersigned will execute and deliver additional documents
deemed by the Information Agent or the Purchaser to be necessary or desirable
to complete the assignment, transfer and purchase of Units tendered hereby and
will hold any distributions received from the Partnership after the Expiration
Date in trust for the benefit of the Purchaser and, if necessary, will promptly
forward to the Purchaser any such distributions immediately upon receipt. The
Purchaser reserves the right to transfer or assign, in whole or in part, from
time to time, to one or more of its affiliates, the right to purchase Units
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice the
rights of tendering unitholders to receive payment for Units validly tendered
and accepted for payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101
of any such plan, or (ii) the tender and acceptance of Units pursuant to the
Offer will not result in a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.
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 that under certain circumstances set forth in the Offer, 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 may be destroyed by the
Purchaser (or its agent). EXCEPT AS STATED IN THE OFFER, THIS TENDER IS
IRREVOCABLE, PROVIDED THAT UNITS TENDERED PURSUANT TO THE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, OR UNLESS ALREADY ACCEPTED
FOR PAYMENT, ANY TIME AFTER 60 DAYS FROM THE OFFER DATE.
THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND NO SUCH GENERAL PARTNER MAKES ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE UNDERSIGNED HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.
4
<PAGE> 5
The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment 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 claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.
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.
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 its 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.
5
<PAGE> 6
===============================================================================
SIGNATURE BOX
(SEE INSTRUCTION 2)
- -------------------------------------------------------------------------------
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).
TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.
The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C and Box D are true.
X
-------------------------------------------------------------------------
(Signature of Owner)
X
-------------------------------------------------------------------------
(Signature of Joint Owner)
Name and Capacity (if other than individuals:
-----------------------------
Title:
--------------------------------------------------------------------
Address:
--------------------------------------------------------------------
---------------------------------------------------------------------------
(City) (State) (Zip)
Area Code and Telephone No. (Day):
----------------------------------------
(Evening):
-------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 2)
Name and Address of Eligible Institution:
---------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Authorized Signature: X
----------------------------------------------------
Name:
---------------------------------------------------------------------
Title: Date:
----------------------------------------------- -------------
===============================================================================
6
<PAGE> 7
TAX CERTIFICATIONS
(See Instruction 4)
By signing the Letter of Transmittal in the Signature Box, the
unitholder certifies as true under penalty of perjury, the representations in
Boxes A, B and C below. Please refer to the attached Instructions for
completing this Letter of Transmittal and Boxes A, B and C below.
===============================================================================
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)
- -------------------------------------------------------------------------------
The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:
(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the unitholder,
unless the Units are held in an Individual Retirement Account ("IRA"); 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, 31% of all reportable payments made to the unitholder will be
withheld); 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 a 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) above, only if you are unable to certify
that the unitholder is not subject to backup withholding.
===============================================================================
===============================================================================
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)
- -------------------------------------------------------------------------------
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 Units 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 correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;
(iii) The unitholder's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the front
of this Letter of Transmittal.
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.
===============================================================================
===============================================================================
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)
- -------------------------------------------------------------------------------
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 has the following
characteristics:
(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.
===============================================================================
7
<PAGE> 8
INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Letter of Transmittal (or facsimile thereof) and any other required
documents must be received by the Information Agent at one of its
addresses (or its facsimile number) set forth herein before 5:00 p.m.,
New York Time, on the Expiration Date, unless extended. To ensure
receipt of the Letter of Transmittal and any other required documents,
it is suggested that you use overnight courier delivery or, if the
Letter of Transmittal and any other required documents are to be
delivered by United States mail, that you use certified or registered
mail, return receipt requested.
Our records indicate that the undersigned owns the number of Units
set forth in the box above entitled "Description of Units Tendered"
under the column entitled "Total Number of Units Owned." If you
would like to tender only a portion of your Units, please so
indicate in the space provided in the box above entitled
"Description of Units Tendered."
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL,
INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing
the Letter of Transmittal, to tender Units, unitholders must sign at the
"X" in the Signature Box of the Letter of Transmittal. The signature(s)
must correspond exactly with the names printed (or corrected) on the
front of the Letter of Transmittal. If the Letter of Transmittal is
signed by the unitholder (or beneficial owner in the case of an IRA), no
signature guarantee on the Letter of Transmittal is required. If any
tendered Units are registered in the names of two or more joint owners,
all such owners must sign this Letter of Transmittal.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee 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"), no signature guarantee
is required.
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees,
executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partners of a partnership or other persons
acting in a fiduciary or representative capacity must sign at the "X" in
the Signature Box and have their signatures guaranteed by an Eligible
Institution by completing the signature guarantee set forth in the
Signature Box of the Letter of Transmittal. If the Letter of Transmittal
is signed by trustees, administrators, guardians, attorneys-in-fact,
officers of a corporation, authorized partners of a partnership or
others acting in a fiduciary or representative capacity, such persons
should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence
satisfactory to the Purchaser of their authority to so act (see
Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to
be completed on the Letter of Transmittal, additional documentation may
be required by the Purchaser under certain circumstances including, but
not limited to, those listed below. Questions on documentation should be
directed to the Information Agent at its telephone number set forth
herein.
8
<PAGE> 9
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate
(see also Executor/
Administrator/Guardian
below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment
documents for executor or
administrator; and
(a) a copy of applicable
provisions of the will
(title page, executor(s)'
powers, asset
distribution); or
(b) estate distribution
documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or
other evidence of authority
to act. Partnership should
furnish a copy of the
partnership agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are
named in the registration,
a copy of the cover page of
the trust or pension plan,
along with a copy of the
section(s) setting forth
names and powers of
trustee(s) and any
amendments to such sections
or appointment of successor
trustee(s).
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be
issued in the name of a person other than the person signing the
Signature Box of the Letter of Transmittal or if consideration is to be
sent to someone other than such signer or to an address other than that
set forth on the Letter of Transmittal in the box entitled "Description
of Units Tendered," the appropriate boxes on the Letter of Transmittal
should be completed.
5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder(s)'
taxpayer identification number ("TIN") and certify as true, under
penalties of perjury, the representations in Box A, Box B and, if
applicable, Box C. By signing the Signature Box, the unitholder(s)
certifies that the TIN as printed (or corrected) on this Letter of
Transmittal in the box entitled "Description of Units Tendered" and the
representations made in Box A, Box B and, if applicable, Box C, are
correct. See attached Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for guidance in determining
the proper TIN to give the Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those
terms are defined in the Code, should follow the instructions below with
respect to certifying Box A and Box B.
BOX A - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units
Tendered" is correct. If a correct TIN is not provided, penalties may be
imposed by the Internal Revenue Service (the "IRS"), in addition to the
unitholder being subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income
tax backup withholding, the tendering unitholder must certify, under
penalty of perjury, that such unitholder is not subject to backup
withholding. Certain unitholders (including, among others, all
corporations and certain exempt non-profit organizations) 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. DO NOT CHECK THE BOX IN BOX A, PART (II), UNLESS
YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING.
When determining the TIN to be furnished, please refer to the following
as a guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears
first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not
necessary to provide).
9
<PAGE> 10
Custodial accounts for the benefit of minors - should reflect the TIN of
the minor.
Corporations, partnership or other business entities - should reflect
the TIN assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the TIN
as printed (or corrected) on the front of the Letter of Transmittal is
correct.
BOX B - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate
assets meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal
to 10% of the purchase price for interests purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be obtained from the IRS.
PART (i) SHOULD BE CHECKED ONLY IF THE TENDERING UNITHOLDER IS NOT A
U.S. PERSON, AS DESCRIBED THEREIN.
BOX C - FOREIGN PERSONS -- In order for a tendering unitholder who is a
Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must
certify, under penalties of perjury, the statement in Box C of this
Letter of Transmittal, attesting to that Foreign Person's status by
checking the box preceding such statement. UNLESS THE BOX IS CHECKED,
SUCH UNITHOLDER WILL BE SUBJECT TO 31% WITHHOLDING OF TAX.
6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter
of Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The
Purchaser's interpretation of the terms and conditions of the Offer
(including these Instructions for this Letter of Transmittal) will be
final and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders, unless waived, must be cured
within such time as the Purchaser shall determine. This Letter of
Transmittal will not be valid until any irregularities have been cured
or waived. Neither the Purchaser nor the Information Agent are under any
duty to give notification of defects in a Letter of Transmittal and will
incur no liability for failure to give such notification.
7. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.
8. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is
submitted.
10
<PAGE> 11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF - -
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
1. An individual account The individual
2. Two or more individuals The actual owner of the account or, if
(joint account) combined funds, the first individual on
the account
3. Husband and wife (joint account) The actual owner of the account or, if joint
funds, either person
4. Custodian account of a minor (Uniform Gift to The minor (2)
Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)
6. Account in the name of guardian or committee The ward, minor or incompetent person (3)
for a designated ward, minor or incompetent
person (3)
7.a. The usual revocable savings trust account The grantor trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner (1)
or valid trust under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational organi- The organization
zation account
12. Partnership account held in the name of the The partnership
business
13. Association, club, or other tax-exempt organi- The organization
zation
14. A broker or registered nominee The broker or nominee
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C>
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district,
or prison) that receives agricultural
program payments
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's or incompetent person's name and furnish such
person's social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You
may use your social security number or employer identification
number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a) of the Code.
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947 (a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441
of the Code.
- Payments to Partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
12
<PAGE> 13
- Payments made by certain foreign organizations.
- Payments made to an appropriate nominee.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to the
payer. Payments of tax exempt interest (including exempt interest
dividends under section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
- Payments made to an appropriate nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT
ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A
COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject
to backup withholding. For details, see the regulations under sections 6041,
6041A(A), 6045, and 6050A of the Code.
PRIVACY ACT NOTICE -- Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether
or not recipients are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a correct taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If
you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
13
<PAGE> 14
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
</TABLE>
14
<PAGE> 1
EXHIBIT (a)(6)
SUPPLEMENT TWO TO
OFFER TO PURCHASE BY
AIMCO PROPERTIES, L.P.
OF ANY AND ALL UNITS OF LIMITED PARTNERSHIP INTEREST OF
CENTURY PROPERTIES GROWTH FUND XXII
FOR $555 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
all units validly tendered in response to our offer. If units are validly
tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by eachlimited partner.
Our offer price will be reduced for any distributions made by your partnership
since the date of the Offer to Purchase and prior to the expiration of our
offer.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York City
time, on November 9, 1999, unless we extend the deadline.
We will pay any transfer fees, brokerage fees or commissions that may arise upon
your tender of units to us in this offer. However, you will pay any transfer
taxes.
Our offer is not subject to any minimum number of units being tendered.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THIS OFFER TO PURCHASE FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $555 per unit without any
arms-length negotiations. Accordingly, our offer price may
not reflect the fair market value of your units.
o Although your partnership's agreement of limited partnership
provides for termination in the year 2010, the prospectus
pursuant to which the units were sold in 1984 indicated that
the properties owned by your partnership might be sold within
5 to 8 years of their acquisition if conditions permitted.
o Your general partner and the property manager of the
residential properties are subsidiaries of ours and,
therefore, the general partner has substantial conflicts of
interest with respect to our offer.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase
your units at a low price and your desire to sell your units
at a high price.
(continued on next page)
--------------------------------------------------
If you desire accept our offer, you should complete and sign the enclosed
letter of transmittal in accordance with the instructions thereto and mail or
deliver the signed letter of transmittal and any other required documents to
River Oaks Partnership Services, Inc., which is acting as Information Agent in
connection with our offer, at one of its addresses set forth on the back cover
of this offer to purchase. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THIS OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL MAY
ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
October 25, 1999
<PAGE> 2
(continued from cover page)
o Continuation of your partnership will result in our
affiliates continuing to receive management fees from your
partnership. Such fees would not be payable if your
partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a
higher price.
o For any units that we acquire from you, you will not receive
any future distributions from operating cash flow of your
partnership or upon a sale or refinancing of property owned
by your partnership.
o If we acquire a substantial number of units, we will increase
our ability to influence voting decisions with respect to
your partnership and may control such voting decisions,
including but not limited to the removal of the general
partner, most amendments to the partnership agreement and the
sale of all or substantially all of your partnership's
assets.
1
<PAGE> 3
INTRODUCTION
On October 12, 1999, we commenced an offer to acquire all of the
outstanding units of limited partnership interest in your partnership, each in
exchange for $513 in cash. We are now offering to purchase all units for the
purchase price of $555 per unit, net to the seller in cash, without interest,
less the amount of distributions, if any, made by your partnership in respect
of any unit from October 12, 1999 until the expiration date. If units are
validly tendered and not properly withdrawn prior to the expiration date and
the purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner. Our offer is made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 12, 1999, a
Supplement dated October 18, 1999, this Supplement, and in the accompanying
letter of transmittal.
If you tender your units in response to our offer, we will pay any
transfer fees imposed for the transfer of units by your partnership. We will
also pay any fees or commissions imposed by your broker, or by any custodian or
other trustee of any Individual Retirement Account or benefit plan which is the
owner of record of your units. However, you will have to pay any taxes that
apply to your sale.
We have retained River Oaks Partnership Services, Inc. to act as the
Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of units being tendered. However, certain
other conditions do apply. See "The Offer - Section 17. Conditions of the
Offer," in the Offer to Purchase. Under no circumstances will we be required to
accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
Our offer will expire at 5:00 p.m., New York City time, on November 9,
1999, unless extended.
On September 28, 1999, ERP Operating Limited Partnership ("ERP"),
commenced a tender offer, which it subsequently amended on October 21, 1999, to
purchase up to 82,848 of the outstanding units at a purchase price of $550 per
unit. IF YOU TENDERED YOUR UNITS IN SUCH OFFER, YOU MAY STILL TENDER YOUR UNITS
TO US BY COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL WHICH AUTHORIZES US TO
DELIVER ON YOUR BEHALF A NOTICE OF WITHDRAWAL TO THE DEPOSITARY FOR SUCH OFFER.
2
<PAGE> 4
The letter of transmittal and any other required documents
should be sent or delivered by each unitholder or such unitholder's broker,
dealer, bank, trust company or other nominee to the Information Agent at one of
its addresses set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606- Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
</TABLE>
3
<PAGE> 1
EXHIBIT (a)(7)
AIMCO PROPERTIES HAS INCREASED ITS PRICE TO $555,
WHICH IS THE HIGHEST PRICE CURRENTLY BEING OFFERED TO
PURCHASE UNITS OF LIMITED PARTNERSHIP INTEREST OF
CENTURY PROPERTIES GROWTH FUND XXII
AIMCO PROPERTIES, L.P.
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
October 25, 1999
HIGHEST PRICE: AIMCO PROPERTIES, L.P. has increased its offer price to
purchase any and all units of limited partnership interest (the "Units") in
Century Properties Growth Fund XXII (the "Partnership") to $555, net to the
seller in cash. Our price is HIGHER than the price currently being offered by
ERP Operating Limited Partnership ("ERP"). IF IT IS LIQUIDITY YOU DESIRE, OUR
OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED.
Limited Partners who have already tendered their Units to AIMCO will
automatically receive the benefit of the increased purchase price and need not
take any further action.
QUICKEST PAYMENT: Our offer will expire promptly at 5:00 p.m., New
York City time, on November 9, 1999 (unless further extended by us). YOU WILL
STILL BE ABLE TO RECEIVE OUR HIGHER PRICE EARLIER THAN ERP IS PERMITTED TO BUY
UNDER ITS OFFER.
FAST, COMMISSION-FREE SALE: Our offer provides you with the
opportunity to sell your units without the commission costs (generally, up to
10% of the sales price, subject to a $150-$200 minimum commission per trade)
paid by the seller in typical secondary market sales. With secondary market
matching services, the process to sell units will not even begin until an
interested buyer can be found, which cannot be assured and can take days, weeks
or even months.
The general partner of the Partnership is our affiliate. The
Partnership has indicated in a Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission that it is remaining
neutral and making no recommendation as to whether its limited partners should
tender their Units in response to any offer. However, the general partner noted
that our offer is at the highest price of any current offers. If you wish to
sell your units for cash, you should do so at the highest price. LIMITED
PARTNERS ARE URGED TO READ OUR OFFER TO PURCHASE, THE SUPPLEMENTS THERETO AND
THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER
TO TENDER THEIR UNITS.
You should be aware, however, that, as with any rational investment
decision, we are making our offer with a view to making a profit. No
independent person has been retained to evaluate or render any opinion with
respect to the fairness of our offer, and no representation is made by us or
any of our affiliates as to such fairness.
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If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
Very truly yours,
AIMCO PROPERTIES, L.P.
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