<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
----------------
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
ERP OPERATING LIMITED PARTNERSHIP
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
----------------
Copy to:
Bruce C. Strohm, Esq. Don S. Hershman, Esq.
Equity Residential Properties Trust Holleb & Coff
Two North Riverside Plaza 55 East Monroe Street
Chicago, Illinois 60606 Chicago, Illinois 60606
(312) 474-1300 (312) 807-4600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
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<S> <C>
$45,566,400 $9,113.28
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</TABLE>
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* For purposes of calculating the filing fee only. Assumes the purchase of
82,848 Units at a purchase price equal to $550 per Unit in cash.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $8,781.89 Filing Party:
ERP Operating Limited
Form or Registration Number: Date Filed: Partnership
Schedule 14D-1
October 6, 1999 and
amended on October 14,
1999
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<PAGE>
Page 2 of 4 pages
This statement (the "Statement") constitutes Amendment No. 2 to the initial
Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating to ERP's
offer to purchase limited partnership interests (the "Units") of Century
Properties Growth Fund XXII (the "Partnership"). The item numbers and
responses thereto are set forth below in accordance with the requirements of
Schedule 14D-1.
Items 1-10.
Except as follows, incorporated by reference from ERP's Offer to Purchase
dated October 6, 1999 and amended and supplemented on October 14, 1999, the
Letters of Transmittal dated October 6, 1999 and October 14, 1999 and the
Forms of Letters to Unitholders dated October 6, 1999 and October 14, 1999.
Item 1. Security and Subject Company.
(b) This Schedule relates to the offer by ERP OPERATING LIMITED PARTNERSHIP
(the "Purchaser") to purchase, in cash, up to 82,848 Units at a purchase price
equal to $550 per Unit, less the amount of any distributions declared or made
with respect to the Units between October 6, 1999 and November 12, 1999 or
such other date to which this Offer may be extended (the "Expiration Date"),
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 6, 1999 (the "Offer Date") (as amended or supplemented
from time to time, the "Offer to Purchase"), the amendment to the Offer to
Purchase dated October 14, 1999, this amendment to the Offer to Purchase dated
October 21, 1999, supplements to the Offer to Purchase dated October 14, 1999
and October 21, 1999, and the related Letters of Transmittal dated October 6,
1999, October 14, 1999 and October 21, 1999, copies of which are attached
hereto as Exhibits as listed below. The Issuer had 82,848 Units issued and
outstanding held by approximately 5,500 holders of Units (the "Unitholders")
as of December 31, 1998, according to its Annual Report on Form 10-KSB.
Item 11. Material to be Filed as Exhibits.
<TABLE>
<CAPTION>
<C> <S> <C>
(a)(1) Offer to Purchase, dated October 6, 1999 (previously
filed).
(a)(2) Letter of Transmittal, dated October 6, 1999 (previously
filed).
(a)(3) Form of Letter to Unitholders, dated October 6, 1999
(previously filed).
(a)(4) Notice of Withdrawal.
(a)(5) Supplement to Offer to Purchase, dated October 14, 1999
(previously filed).
(a)(6) Form of Letter to Unitholders, dated October 14, 1999
(previously filed).
(a)(7) Letter of Transmittal, dated October 14, 1999 (previously
filed).
(b)-(f) Not Applicable.
(a)(8) Supplement to Offer to Purchase, dated October 21, 1999.
(a)(9) Form of Letter to Unitholders, dated October 21, 1999.
(a)(10) Letter of Transmittal, dated October 21, 1999.
</TABLE>
<PAGE>
Page 3 of 4 pages
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 21, 1999
ERP Operating Limited Partnership
By: Equity Residential Properties
Trust, General Partner
/s/ Bruce C. Strohm
By: _________________________________
Executive Vice President,
General
Its: ________________________________
Counsel and Secretary
_________________________________
<PAGE>
Page 4 of 4 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S> <C>
(a)(1) Offer to Purchase, dated October 6, 1999 (previously filed).
(a)(2) Letter of Transmittal, dated October 6, 1999 (previously
filed).
(a)(3) Form of Letter to Unitholders, dated October 6, 1999
(previously filed).
(a)(4) Notice of Withdrawal.
(a)(5) Supplement to Offer to Purchase, dated October 14, 1999
(previously filed).
(a)(6) Form of Letter to Unitholders, dated October 14, 1999
(previously filed).
(a)(7) Letter of Transmittal, dated October 14, 1999 (previously
filed).
(a)(8) Supplement to Offer to Purchase, dated October 21, 1999.
(a)(9) Form of Letter to Unitholders, dated October 21, 1999.
(a)(10) Letter of Transmittal, dated October 21, 1999.
(b)-(f) Not Applicable.
</TABLE>
<PAGE>
EXHIBIT 99.(a)(4) EXHIBIT (a)(4)
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
CENTURY PROPERTIES GROWTH FUND XXII
PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING OFFER.
ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE WITHDRAWN.
1. DELIVERY OF NOTICE OF WITHDRAWAL. If you are withdrawing Units previously
tendered pursuant to the offer to purchase, dated October 12, 1999, as
amended and supplemented (the "Offer to Purchase") by AIMCO Properties,
L.P. (the "Purchaser") please complete, execute, detach and send the
attached "Notice of Withdrawal of Previously Tendered Units" of CENTURY
PROPERTIES GROWTH FUND XXII ("Notice of Withdrawal"), to:
By Hand or Overnight Courier: By Mail:
River Oaks Partnership Services, Inc. River Oaks Partnership Services,
111 Commerce Road Inc.
Carlstadt, NJ 07072 P.O. Box 2065
Attn: Reorganization Dept. S. Hackensack, NJ 07606-2065
By Facsimile: (201) 896-0910
Telephone: (888) 349-2005
The Purchaser must receive the Notice of Withdrawal prior to the Expiration
Date set forth in the Offer to Purchase, unless extended. Receipt of the
facsimile transmission of the Notice of Withdrawal should be confirmed by
telephone at the number set forth above. COPIES OF ALL NOTICE OF
WITHDRAWALS SHOULD ALSO BE SENT OR TRANSMITTED TO MMS ESCROW AND TRANSFER
AGENCY, INC. AT P.O. BOX 7090, TROY, MI 48007-7090 (IF BY MAIL), 1845
MAXWELL ST., SUITE 101, TROY, MI 48084 (IF BY HAND OR OVERNIGHT COURIER) OR
FAXED TO (248) 614-4536.
2. INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be signed,
as applicable, by the person(s) who signed the Letter of Transmittal
relating to the Offer to Purchase, in the same manner as such Letter of
Transmittal was signed. The signatures must correspond exactly with the
name(s) as they appear on the Partnership records. If any Units tendered
pursuant to the Offer to Purchase are registered in the names of two or
more joint holders, all such holders must sign, as applicable, the Notice
of Withdrawal. If the Notice of Withdrawal is signed by any trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or others acting in a fiduciary capacity, such persons should
so indicate when signing and must submit proper evidence of their authority
to act.
4. GUARANTEE OF SIGNATURES. IN ORDER FOR A WITHDRAWAL TO BE EFFECTIVE, THE
NOTICE OF WITHDRAWAL MUST BE MEDALLION GUARANTEED AS PROVIDED IN THE LETTER
OF TRANSMITTAL.
<PAGE>
NOTICE OF WITHDRAWAL
OF
PREVIOUSLY TENDERED
UNITS OF LIMITED INTEREST
OF
CENTURY PROPERTIES GROWTH FUND XXII
TO:River Oaks Partnership Services, Inc.
111 Commerce Road P.O. Box 2065
Carlstadt, NJ 07072 S. Hackensack, NJ 07606-2065
Attn: Reorganization Dept.
Facsimile: (201) 896-0910
Ladies and Gentlemen:
The following units of limited partnership interest (the "Units") of Century
Properties Growth Fund XXII (the "Partnership") previously tendered to AIMCO
Properties, L.P. (the "Purchaser") are hereby withdrawn. Unless otherwise
indicated under the Section "Number of Units Withdrawn," all Units tendered to
the Purchaser are hereby withdrawn. Failure to complete such Section shall be
deemed to indicate the intent of the undersigned that all Units tendered to the
Purchaser be withdrawn.
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DESCRIPTION OF UNIT(S) WITHDRAWN
AND
SIGNATURE OF LIMITED PARTNERS
All registered holders of limited partnership units must sign exactly as
name(s) appear(s) on the Partnership records. See Instruction 3.
NUMBER OF UNITS WITHDRAWN: (If all Units, leave blank)
X _______________________________ X _______________________________
(Signature of Owner) (Signature of Joint Owner)
Name and Capacity (if other than individuals): _________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
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(City) (State) (Zip)
Area Code and Telephone No. (Day): _____________________________________________
(Evening): ______________________________________________
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SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 4)
Name and Address of Eligible Institution: ______________________________________
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Authorized Signature: X ________________________________________________________
Name: __________________________________________________________________________
Title: _______________________________________ Date: _______________________
<PAGE>
SUPPLEMENT TO OFFER TO PURCHASE
ERP OPERATING LIMITED PARTNERSHIP
(THE "Purchaser")
IS OFFERING TO PURCHASE ALL UNITS OF
LIMITED PARTNERSHIP INTEREST OF
(THE "Offer")
CENTURY PROPERTIES GROWTH FUND XXII
(THE "Partnership")
FOR $550 PER UNIT IN CASH
(THE "Offer Price")
We will accept all Units (as defined below) in response to the Offer in our
Offer to Purchase, dated October 6, 1999, as amended and supplemented from
time to time. The Offer is not subject to a minimum number of Units being
tendered. If Units are validly tendered and not properly withdrawn prior to
November 12, 1999 (the "Expiration Date"), unless extended, and the purchase
of all such Units would result in there being less than 350 Unitholders, we
will purchase only 99% of the total number of Units so tendered by each
limited partner.
We will pay for accepted Units promptly after the Expiration Date.
The Offer Price will be reduced for any distributions declared or made by
the Partnership between October 6, 1999 and the Expiration Date, unless
further extended. THE PURCHASER WILL PAY ANY TRANSFER FEES, BROKERAGE FEES OR
COMMISSION THAT MAY ARISE UPON THE TENDER OF UNITS TO THE PURCHASER IN
CONNECTION WITH ITS OFFER (generally, up to 10% of the sales price, subject to
a $150-200 minimum commission per trade).
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED OCTOBER 6, 1999, FOR A
DESCRIPTION OF RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE
OFFER.
If you desire to accept the Offer, you should complete and sign the
enclosed blue letter of transmittal (the "Letter of Transmittal") in
accordance with the instructions thereto and mail or deliver the signed Letter
of Transmittal and any other required documents to MMS Escrow and Transfer
Agency, Inc. (the "Depositary"), at one of its addresses set forth on the
front cover of the blue Letter of Transmittal.
Questions and requests for assistance or for additional copies of the Offer
to Purchase or the Letter of Transmittal may also be directed to the
Depositary at (888) 292-4264.
We are offering to purchase all of the outstanding limited partnership
interests (the "Units") in the Partnership for the Offer Price of $550 per
Unit, net to the seller in cash, without interest, less the amount of
distributions, if any, declared or made by the Partnership in respect of any
Unit from October 6, 1999 until the Expiration Date, unless further extended.
The Offer is made upon the terms and subject to the conditions set for in the
Offer to Purchase dated October 6, 1999, amendments to the Offer to Purchase
dated October 14, 1999 and October 21, 1999, a Supplement dated October 14,
1999, this Supplement dated October 21, 1999, and the Letter of Transmittal.
We have extended the Expiration Date of the Offer to November 12, 1999,
12:00 midnight, central standard time, unless further extended. If you desire
to accept the Offer, you must complete and sign the blue Letter of Transmittal
in accordance with the instructions contained therein and forward or hand
deliver it, together with any other required documents, to the Depositary. You
may withdraw your tender of Units pursuant to the Offer at any time prior to
the Expiration Date and, unless accepted for payment as provided in the Offer
to Purchase, may also be withdrawn any time on or after December 31, 1999.
<PAGE>
On October 13, 1999, AIMCO Properties, L.P., an affiliate of the general
partner of the Partnership, commenced a tender offer to purchase a maximum
57,005.5 Units at a purchase price of $513 per Unit. On October 18, 1999,
AIMCO Properties, L.P. increased its offer price to $535 per Unit. The AIMCO
Properties, L.P. offer expires on November 9, 1999. IF YOU TENDERED YOUR UNITS
IN AIMCO PROPERTIES, L.P.'S OFFER, YOU MAY STILL TENDER YOUR UNITS TO US BY
COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL (OR IF YOU HAVE ALREADY SENT IN
A LETTER OF TRANSMITTAL FOR OUR OFFER BY COMPLETING A NOTICE OF WITHDRAWAL).
ANY SUCH NOTICE OF WITHDRAWAL MUST BE DELIVERED TO THE INFORMATION AGENT FOR
AIMCO PROPERTIES, L.P.'S OFFER (WITH A COPY TO OUR DEPOSITARY) BY NOVEMBER 9,
1999, THE EXPIRATION DATE OF SUCH OFFER. A NOTICE OF WITHDRAWAL IS ENCLOSED.
The blue Letter of Transmittal and any other required documents should be
sent or delivered by each tendering Unitholder or such Unitholder's broker,
dealer, bank, trust company or other nominee to the Depositary at one of its
addresses set forth below or faxed to the Depositary to the number below, with
an original copy sent in the mail thereafter. If you completed and delivered
the Purchaser's green or gold Letter of Transmittal to the Depositary and have
not withdrawn such tender, you do not need to complete the blue Letter of
Transmittal for your Units to be tendered to the Purchaser.
THE DEPOSITARY FOR THE OFFER IS:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency,
1845 Maxwell St., Suite 101 Inc.
Troy, MI 48084 P.O. Box 7090
Troy, MI 48007
By Facsimile: (248) 614-4536
For more information, please call the Depositary at (888) 292-4264.
<PAGE>
EXHIBIT 99.(a)(9) EXHIBIT (a)(9)
October 21, 1999
ERP OPERATING LIMITED PARTNERSHIP HAS
INCREASED ITS OFFER PRICE TO $550 PER
UNIT OF LIMITED PARTNERSHIP INTEREST OF
CENTURY PROPERTIES GROWTH FUND XXII
New Offer Price of $550 per Unit.
We are increasing our offer price for your limited partnership interests
(the "Units") in Century Properties Growth Fund XXII (the "Partnership") from
$530 per Unit to $550 per Unit. Our price is higher than the price currently
being offered by AIMCO Properties, L.P., an affiliate of the general partner
of the Partnership. IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH
THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED.
We are offering to acquire up to 82,848 Units (the "Offer"). The Offer is
not subject to any minimum number of Units being tendered. The expiration date
of the Offer has been extended to November 12, 1999, 12:00 midnight, central
standard time.
As we are increasing the offer price from $530 to $550 before the
expiration date of the Offer, November 12, 1999, unless extended, this
increased offer price will be paid with respect to all Units that are
purchased by us pursuant to the Offer, whether or not such Units are tendered
prior to or after this increase in consideration.
Our offer price of $550 per unit will be decreased by the amount of any
distribution declared or made with respect to the Units between October 6,
1999 and November 12, 1999, or such other date to which the Offer may further
be extended. YOU WILL NOT BE REQUIRED TO PAY ANY COMMISSIONS OR FEES IN
CONNECTION WITH ANY DISPOSITION OF YOUR UNITS PURSUANT TO THE OFFER
(generally, up to 10% of the sale price, subject to a $150-200 minimum
commission per trade).
Please refer to our Offer to Purchase dated October 6, 1999, Amendment No.
1 to the Offer to Purchase dated October 14, 1999, Amendment No. 2 to the
Offer to Purchase dated October 21, 1999, and the Supplements to the Offer to
Purchase dated October 14, 1999 and October 21, 1999, for additional
information about the Offer.
If you would like to tender your Units to be purchased by us for $550 per
Unit, and have not yet completed the green or gold ERP Letter of Transmittal
and delivered it to MMS Escrow and Transfer Agency (the "Depositary"), please
complete the blue Letter of Transmittal we are sending with this letter and
deliver it to the Depositary at the address listed thereon in the gold
envelope provided. If you completed and delivered the green or gold ERP Letter
of Transmittal to the Depositary and have not withdrawn such tender, you do
not need to complete any other documents for your Units to be tendered to ERP.
In this case, a completed green or gold ERP Letter of Transmittal shall be
sufficient to tender your Units for purchase by ERP at $550 per Unit.
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
The Offer expires on (unless further extended) November 12, 1999.
<PAGE>
EXHIBIT 99.(a)(10) EXHIBIT (a)(10)
LETTER OF TRANSMITTAL
To Tender Units
of
CENTURY PROPERTIES GROWTH FUND XXII
Pursuant to the Offer to Purchase
Dated October 6, 1999
and amended on October 14, 1999
and October 21, 1999
by
ERP OPERATING LIMITED PARTNERSHIP
WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $550 PER UNIT.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, CENTRAL
STANDARD TIME, ON NOVEMBER 12, 1999 (THE "Expiration Date") UNLESS EXTENDED.
The Depositary for the Offer is:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency, Inc.
1845 Maxwell St., Suite 101 P.O. Box 7090
Troy, MI 48084 Troy, MI 48007
By Facsimile: (248) 614-4536
If you require additional information, please call the Depositary at (888)
292-4264.
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal
must be received by the Depositary on or prior to the Expiration Date.
Delivery of this Letter of Transmittal or any other required documents to an
address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the
tendering Unitholder. Please use the pre-addressed, postage-paid envelope
provided.
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN
THE PARTNERSHIP, PLEASE SEND IT TO THE DEPOSITARY WITH THIS LETTER OF
TRANSMITTAL
This Letter of Transmittal is to be completed by holders of Units of
limited partnership interest in CENTURY PROPERTIES GROWTH FUND XXII, a
California limited partnership (the "Partnership"), pursuant to the procedures
set forth in the Offer to Purchase (as defined below). Capitalized terms used
herein and not defined herein have the meanings ascribed to such terms in the
Offer to Purchase.
<PAGE>
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders to ERP OPERATING LIMITED PARTNERSHIP (the
"Purchaser") all of the units of limited partnership interest (the "Units") in
the Partnership held by the undersigned or, if less than all such Units, the
number set forth below in the signature box, at a purchase price equal to $550
per Unit, less the amount of any distributions made or declared with respect
to the Units between October 6, 1999 and the Expiration Date, and upon the
other terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase") dated October 6, 1999 (the "Offer Date") and amended
and supplemented on October 14, 1999 and October 21, 1999 and in this Letter
of Transmittal, as each may be supplemented or amended from time to time
(which together constitute the "Offer"). Receipt of the Offer to Purchase is
hereby acknowledged. The Purchaser is offering to purchase all 82,484 Units in
the Partnership. Therefore, the Purchaser may, subject to acceptance of the
Units tendered, purchase all of the Units you tender. However, if Units are
validly tendered and not properly withdrawn prior to November 12, 1999 (the
"Expiration Date") unless extended, and the purchase of all such Units would
result in there being less than 350 Unitholders, the Purchaser will purchase
only 99% of the total number of Units so tendered by each limited partner with
adjustments rounded up or down, at the sole discretion of the Purchaser, to
avoid the purchase of fractional Units. Subject to and effective upon
acceptance for payment of any of the Units tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to such Units which are purchased pursuant to
the Offer.
The undersigned hereby irrevocably constitutes and appoints the Purchaser
as the true and lawful agent and attorney-in-fact and proxy of the undersigned
with respect to such Units, with full power of substitution (such power of
attorney and proxy being deemed to be an irrevocable power and proxy coupled
with an interest), to deliver such Units and transfer ownership of such Units,
on the books of the Partnership, together with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchaser and, upon
payment of the purchase price in respect of such Units by the Purchaser, to
exercise all voting rights and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Units all in accordance with the
terms of the Offer. Subject to and effective upon the purchase of any Units
tendered hereby, the undersigned hereby requests that the Purchaser be
admitted to the Partnership as a "substitute Limited Partner" under the terms
of the Agreement of Limited Partnership of the Partnership. Upon the purchase
of Units pursuant to the Offer, all prior proxies and consents given by the
undersigned with respect to such Units will be revoked and no subsequent
proxies or consents may be given (and if given will not be deemed effective).
In addition, by executing this Letter of Transmittal, the undersigned assigns
to the Purchaser all of the undersigned's rights to receive distributions from
the Partnership with respect to Units which are purchased pursuant to the
Offer, other than distributions declared or paid through the Expiration Date
and to change the address of record for such distributions on the books of the
Partnership. Upon request, the Seller will execute and deliver, and
irrevocably directs any custodian to execute and deliver, any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
assignment, transfer and purchase of such Units.
The undersigned irrevocably constitutes and appoints the Purchaser and any
designees of the Purchaser as the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with
an interest), to withdraw any or all of such Units that have been previously
tendered in response to any tender or exchange offer provided that the price
per Unit being offered by the Purchaser is equal to or higher than the price
per Unit being offered in the previous tender or exchange offer. This
appointment is effective immediately and shall continue to be effective unless
and until such Units are withdrawn from the Offer by the undersigned prior to
the Expiration Date.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and
2
<PAGE>
authority to validly tender, sell, assign and transfer the Units tendered
hereby, and that when any such Units are purchased by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claim. Upon request, the
undersigned will execute and deliver any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of Units tendered hereby.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate")
is not delivered by the undersigned together with this Letter of Transmittal:
(i) the undersigned represents and warrants to the Purchaser that the
undersigned has not sold, transferred, conveyed, assigned, pledged, deposited
or otherwise disposed of any portion of the Units; (ii) the undersigned has
caused a diligent search of the records to be taken and has been unable to
locate the original certificate; (iii) if the undersigned shall find or
recover the original certificate evidencing the Units, the undersigned will
immediately and without consideration surrender it to the Purchaser; and (iv)
the undersigned shall at all times indemnify, defend, and save harmless the
Purchaser and the Partnership, its successors, and its assigns from and
against any and all claims, actions, and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, damages,
judgments, costs, charges, counsel fees, and other expenses of every nature
and character by reason of honoring or refusing to honor the original
certificate when presented by or on behalf of a holder in due course of a
holder appearing to or believed by the Partnership to be such, or by issuance
or delivery of a replacement certificate, or the making of any payment,
delivery, or credit in respect of the original certificate without surrender
thereof, or in respect of the replacement certificate.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes the right of the Purchaser to effect a change of distribution
address to Two North Riverside Plaza, Chicago, Illinois 60606. The undersigned
recognizes that under certain circumstances set forth in the Offer to
Purchase, the Purchaser may not be required to accept for payment any of the
Units tendered hereby. In such event, the undersigned understands that any
Letter of Transmittal for Units not accepted for payment will be destroyed by
the Purchaser. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
3
<PAGE>
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following pages as necessary)
Please sign and print your name and insert your Taxpayer Identification
Number or Social Security Number, address, telephone number and number of
Units being tendered in the spaces provided below. For joint owners, each
joint owner must sign and provide the above-listed information. (See
Instruction 1) The signatory hereby certifies under penalties of perjury the
statements in Box B, Box C and, if applicable, Box D.
X __________________________________
(Signature of Owner)Date
If the undersigned is tendering less than all Units held, the number of
Units tendered is set forth below. Otherwise, all Units held by the
undersigned are tendered hereby.
X __________________________________
(Signature of Owner)Date
Name (Printed) _____________________
Taxpayer I.D. or Social # __________
Address ____________________________
------------------------------
Telephone No. (day) ________________
(eve) ___________________
Units Being Tendered
BOX A
Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution ____________________________________
Authorized Signature _______________ Title ______________________________
Name _______________________________ Date _______________________________
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3--Box B)
The person signing this Letter of Transmittal hereby certifies the
following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the Signature Box is the correct TIN of the
Unitholder, or if this box [ ] is checked, the Unitholder has applied for
a TIN. If the Unitholder has applied for a TIN, a TIN has not been issued
to the Unitholder, and either: (a) the Unitholder has mailed or delivered
an application to receive a TIN to the appropriate IRS Center or Social
Security Administration Office; or (b) the Unitholder intends to mail or
deliver an application in the near future (it being understood that if the
Unitholder does not provide a TIN to the Purchaser within sixty (60) days,
31% of all reportable payments made to the Unitholder thereafter will be
withheld until a TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to
backup withholding either because the Unitholder: (a) is exempt from
backup withholding; (b) has not been notified by the IRS that the
Unitholder is subject to backup withholding as result of a failure to
report all interest or dividends; or (c) has been notified by the IRS that
such Unitholder is no longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that
the Unitholder is not subject to backup withholding.
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3--Box C)
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership
if 50% or more of the value of its gross assets consists of U.S. real
property interests and 90% or more of the value of its gross assets consists
of U.S. real property interests plus cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Unitholder's interest in the
Partnership, the person signing this Letter of Transmittal hereby certifies
the following under penalties of perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation,
foreign partnership, foreign estate or foreign trust (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations); (ii) the
Unitholder's U.S. social security number (for individuals) or employer
identification number (for non-individuals) is correctly printed in the
Signature Box; and (iii) the Unitholder's home address (for individuals),
or office address (for non-individuals), is correctly printed in the
Signature Box. If a corporation, the jurisdiction of incorporation is
. The person signing this Letter of Transmittal
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished
by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4--Box D)
By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Unitholder is an
"exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker or
barter exchange.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units, a Unitholder
must sign at the "X" in the Signature Box of this Letter of Transmittal and
insert the Unitholder's correct Taxpayer Identification Number or Social
Security Number ("TIN"), address, telephone number and number of Units being
tendered in the spaces provided below the signature. If this Letter of
Transmittal is signed by the registered Unitholder of the Units, a Medallion
signature guarantee on this Letter of Transmittal is required. Similarly, if
Units are tendered for the account of a member firm of a registered national
security exchange, a member firm of the National Association of Securities
Dealers, Inc. or a commercial bank, savings bank, credit union, savings and
loan association or trust company having an office, branch or agency in the
United States (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature Guarantee set forth in Box A of this Letter of
Transmittal. A Medallion Signature Guarantee is provided by your bank or
brokerage house. If you obtain a Medallion Signature Guarantee from a bank,
brokerage house or trust company, a Corporate Resolution (with a raised
corporate seal) from the bank, brokerage house or trust company must be
included (stating that the Guarantor is an authorized signatory). If any
tendered Units are registered in the names of two or more joint holders, all
such holders must sign this Letter of Transmittal. If this Letter of
Transmittal is signed by trustees, administrators, guardians, attorneys-in-
fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchaser of their authority to so
act. For Units to be validly tendered, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees in Box
A, and any other documents required by this Letter of Transmittal, must be
received by the depositary prior to or on the Expiration Date at its address
or facsimile number set forth on the front of this Letter of Transmittal. No
alternative, conditional or contingent tenders will be accepted. All tendering
Unitholders by execution of this Letter of Transmittal waive any right to
receive any notice of the acceptance of their tender.
2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to
the Offer.
3. U.S. Persons. A Unitholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively "United States Persons"), as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations, should complete the following:
Box B--Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unitholder must provide to the Purchaser the
Unitholder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and certify,
under penalties of perjury, that such Unitholder is not subject to such
backup withholding. The TIN that must be provided is that of the registered
Unitholder. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service ("IRS"), in addition to the Unitholder being
subject to backup withholding. Certain Unitholders (including, among
others, all corporations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
Box C--FIRPTA Affidavit. To avoid potential withholding of tax pursuant
to Section 1445 of the Internal Revenue Code, each Unitholder who or which
is a United States Person (as defined Instruction 3 above) must certify,
under penalties of perjury, the Unitholder's TIN and address, and that the
Unitholder is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding results in
an overpayment of tax, a refund may be obtained from the IRS.
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Box D--Foreign Persons. In order for a Unitholder who is a foreign person
(i.e., not a United States Person as defined in 3 above) to qualify as exempt
from 31% backup withholding, such foreign Unitholder must certify, under
penalties of perjury, the statement in BOX D of this Letter of Transmittal
attesting to that foreign person's status by checking the box preceding such
statement. However, such person will be subject to withholding of tax under
Section 1445 of the Code.
4. Original Certificate. If you have the certificate originally issued to
represent your interest in the Partnership, please send it to the depositary
with this letter of transmittal.
5. Additional Copies of Offer to Purchase and Letter of
Transmittal. Requests for assistance or additional copies of the Offer to
Purchase and this Letter of Transmittal may be obtained from the Purchaser by
calling (312) 474-1300.
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