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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[ ] Definitive proxy statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MURRAY INCOME PROPERTIES I, LTD.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing proxy statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Limited
Partnership Interests
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(2) Aggregate number of securities to which transaction applies: 28,227
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): $19,653,000. Pursuant to Rule
O-11(c)(2), the fee was calculated on the basis of the amount of cash that is
estimated to be received by the Registrant from the net sales proceeds from the
sales of all of the Registrant's properties assuming that the properties are
sold for 95% of their appraised value (as of December 31, 1998), which is a
condition to the sale of the properties.
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(4) Proposed maximum aggregate value of transaction: $19,653,000
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(5) Total fee paid: $3,931
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[X] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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MURRAY INCOME PROPERTIES I, LTD.
5550 LBJ FREEWAY, SUITE 675
DALLAS, TEXAS 75240
February 9, 2000
Dear Investor:
You may recently have received a letter from First Commercial Guarantee ("First
Commercial") offering to purchase some or all of your limited partnership units
in Murray Income Properties I, Ltd. ("MIP I") for $600.00 per unit. The First
Commercial letter was not solicited by the General Partners nor anyone
associated with the General Partners. It has had neither our endorsement nor our
assistance. As General Partners, it is our responsibility and duty to point out
the following:
1. THE GENERAL PARTNERS BELIEVE THE PRICE PER LIMITED PARTNERSHIP UNIT
OFFERED TO YOU IN THE FIRST COMMERCIAL LETTER MAY NOT FAIRLY
COMPENSATE YOU FOR YOUR INTEREST IN MIP I AND, THEREFORE, DO NOT
RECOMMEND THAT YOU SELL YOUR LIMITED PARTNERSHIP UNITS. By accepting
First Commercial's offer, you may not be able to fully realize the
value of your limited partnership units. The General Partners believe
that First Commercial's primary motivation in making its offer is
First Commercial's desire to capitalize on the significant disparity
between the liquidation value of the assets held by MIP I and the
price that First Commercial is offering to you.
2. The General Partners also encourage you to contact your financial
representative or broker if you are interested in selling your units.
Your financial representative or broker may have another client
interested in this type of investment. THE GENERAL PARTNERS MAINTAIN A
LIST OF COMPANIES AND INDIVIDUALS NOT AFFILIATED WITH THE GENERAL
PARTNERS WHO HAVE EXPRESSED AN INTEREST IN PURCHASING LIMITED
PARTNERSHIP UNITS OF MIP I. WE WILL SEND A COPY OF SUCH LIST TO YOU AT
YOUR REQUEST.
3. The General Partners report the liquidation value of MIP I (as
determined by independent appraisals) in the annual report, which is
mailed to limited partners in April of each year. The liquidation
value makes the assumption that all properties are sold at appraised
value and the partnership is liquidated. As of December 31, 1998, the
liquidation value was $803 per limited partnership unit. Of course,
the actual realizable value per limited partnership unit upon
liquidation of the partnership would depend on many other factors,
including the actual selling price of the properties, selling expenses
and partnership liquidation expenses.
4. MIP I owns two properties and an 85% equity interest in a third
property. None of these properties is subject to any loan or mortgage.
All three of the partnership's properties have continued to experience
high occupancies over the past months. Because of this continued
strong performance, the 1999 distribution has continued with a 6%
annualized distribution rate.
5. While there is not an active trading market for individual units of
the partnership, units are traded on an informal secondary market. The
price of limited partnership units sold on the
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secondary market is subject to negotiation between buyer and seller
(based on, among other things, the number of units you hold and your
willingness to solicit additional offers). As reported by Dow Jones
Investment Advisor, units of MIP I have been traded on the secondary
market during the last 12 months at prices ranging from $525.00 to
$625.00 per unit. According to Dow Jones Investment Advisor, the
weighted average price paid during October, 1999 was $595.00 per unit.
Secondary market prices are also provided on-line: Dow Jones
Investment Advisor can be reached at www.djfpc.com; search for Murray
Inc Prop 1.
Although Dow Jones Investment Advisor and The Partnership Spectrum are
useful tools in determining current market pricing, not all trades
that occur are reported in the magazines. Many trades occur with the
assistance of a private broker or through other unaffiliated parties.
6. In general, acceptance of First Commercial's offer may constitute a
taxable event to you. You should consult your personal tax and legal
advisors prior to accepting First Commercial's offer and tendering
your limited partnership units.
7. As the General Partners understand the terms of First Commercial's
offer, the offering price will be reduced by the amount of any
distribution paid after January 1, 1999. Distributions for the quarter
ending December 31, 1999 will be paid on February 15, 2000. Transfer
of ownership will not be completed until at least March 1, 2000. This
will have the effect of reducing the offering price by $15.00 per unit
(the estimated cash distributions for October, November and December
at the same rate as the third quarter of 1999). In addition, the
offering price will be reduced by any distribution for the year 2000.
The amount of these distributions has not been determined as of this
date. The example below shows the effect of these reductions.
8. The Assignment Form & Limited Power of Attorney states the price paid
for your units will also be reduced by all transfer fees charged by
the Partnership. Because of legal fees incurred by the Partnership in
connection with this tender offer, a transfer fee of $50 per
transaction will be charged. The transfer fee will also be deducted
from your sale proceeds.
<TABLE>
<CAPTION>
Example:
<S> <C>
5 units (minimum ownership) at $600.00 per unit $3,000.00
Less anticipated 02/15/2000 distribution ($75.00)
Less transfer fee ($50.00)
---------
Total Sale Proceeds $2,875.00
=========
Sale Proceeds (Per Unit) $575.00
=======
</TABLE>
Based on the calculations above, at the current level of distribution
(6% annualized), First Commercial would recognize a yield of 10.43%
during the holding period.
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If you have any questions regarding the partnership or the status of the
properties, please do not hesitate to contact Linda Flynn with Investor
Services. Our tollfree number is 1-800-765-3863. In Dallas, please call
972-991-9089.
Sincerely,
Murray Realty Investors VIII, Inc.
a General Partner
By: /s/ Mitchell Armstrong
----------------------
Mitchell Armstrong, President
