RANCON REALTY FUND IV
DEFA14A, 1999-07-02
REAL ESTATE
Previous: RANCON REALTY FUND IV, DEF 14A, 1999-07-02
Next: CITIFUNDS TRUST II, N-30B-2, 1999-07-02



<PAGE>


                    Questions and Answers About the Proposal
              to Sell the Properties Owned by Rancon Realty Fund IV
                         and to Dissolve the Partnership


1.   Why have you sent me the Consent Solicitation Statement and Consent Form?

     You have been sent the Consent Solicitation Statement ("Consent Statement")
     and Consent Form  ("Consent  Form")  because you own units of Rancon Realty
     Fund IV (the  "Partnership").  The Consent  Statement gives you information
     about issues and decisions  facing the  Partnership  that limited  partners
     like you are allowed to vote on.

2.   What am I voting on?

     You are voting on a single  proposal to allow the General  Partners to sell
     all (or  substantially  all) of the properties  (the  "Properties")  of the
     Partnership,  distribute  the proceeds and dissolve the  Partnership in the
     manner described in the Consent Statement.

3.   How much will the Partnership's Properties be sold for?

     A  condition  to sales of the  Properties  will be that the  price at which
     sales of the Properties  are made shall at least equal the appraised  value
     of such  Properties as reflected in  independent  appraisals (as of January
     1999 for  properties in the Tri-City  Corporate  Centre in San  Bernardino,
     California,  and as of January 1999 or in any later  independent  appraisal
     for two land parcels in Lake Elsinore and Temecula, California).

4.   How much will I get if all the Properties are sold?

     If the Properties are sold for their  appraised  values as of January 1999,
     which was an aggregate $47,350,000, the General Partners currently estimate
     that,  as a result of the sale of the  Properties  and  dissolution  of the
     Partnership,  holders of units in the Partnership will receive an aggregate
     of  approximately  $428  per  unit of  limited  partnership  interest.  The
     foregoing  is an  estimate  only.  This  estimate  is based on a number  of
     assumptions and is subject to a variety of  qualifications  as set forth in
     the  Consent  Statement.  The  estimate  is also  subject  to  various  and
     significant  uncertainties,  many of which  are  beyond  the  Partnership's
     control,  that could cause the actual results to differ materially from the
     Partnership's  expectations.  The actual  distributions  to be  received by
     holders of units in the  Partnership  from the sale of the  properties  and
     dissolution  of the  Partnership  could,  for the foregoing  reasons,  vary
     materially,  from the above  estimate  per unit,  and may be  substantially

<PAGE>

     less.  In certain  circumstances,  such as if the  Properties  are sold for
     prices in excess of their appraised values, or if the costs and expenses of
     the sale of the Properties and dissolution of the Partnership are less than
     currently estimated by the General Partners, the actual distributions to be
     received  by  holders  of  units  from  the  sale  of  the  Properties  and
     dissolution could exceed the estimate.

5.   When will the Properties be sold?

     The Partnership  hopes to sell all of the Properties  within  approximately
     six months after the vote has been completed. However it could take more or
     less time, as described in the Consent Statement.

6.   When will distributions be made and the Partnership dissolved?

     The Partnership  currently anticipates that a portion of the purchase price
     for some  Properties  will be paid with  promissory  notes of the buyers in
     favor of the  Partnership  with terms  ranging  from  approximately  six to
     eighteen  months.  As a  result,  the  cash  proceeds  from the sale of the
     Partnership's  Properties will not all be received and the Partnership will
     not be dissolved  prior to at least early 2000, and  potentially  not until
     2001.  Prior to  completion  of the sale of all of the  Properties  and the
     receipt in cash of the proceeds  thereof,  the General  Partners  currently
     intend, but are not obligated, to make interim distributions,  from time to
     time, of all or a portion of the net proceeds from sales of the Properties,
     as well as to  distribute  the net  proceeds  of the sale of a  Partnership
     property which occurred in January 1999.

7.   What do the General Partners recommend?

     The General Partners recommend that investors Consent to the proposal.  The
     General   Partners  believe  that  real  estate  markets  in  general  have
     significantly  improved from the most recent recession in real estate,  and
     that current market  conditions are favorable for a sale of the properties,
     but that conditions beyond this year are less predictable.

8.   What  are the  primary  disadvantages  of  disposing  of the  Properties as
     proposed?

     Holders  of units who  purchased  their  units  during the  initial  public
     offering of the units may not receive  aggregate  distributions,  including
     distributions  from consummation of this proposal,  equal to the money that
     they originally invested in the Partnership.  In addition,  there can be no
     assurance that this proposal will result in greater returns to the partners
     than a continuation of the  Partnership.  The Partnership  will not benefit
     from  possible  improvements  in economic and market  conditions  after the
     properties are sold which could produce increased cash flow and enhance the

<PAGE>
     sales  price of the  Properties.  However,  as  noted  above,  the  General
     Partners  believe  that  this is an  advantageous  time for the sale of the
     Properties. As a result of the uncertainty of real estate market conditions
     in 2000 and beyond,  the General Partners do not believe the possibility of
     continued   improvements  in  economic  and  market  conditions   justifies
     postponing the sale of the Properties.  Additional  factors that you should
     consider in determining whether to consent to the proposal are set forth in
     the Consent  Statement,  including under the section entitled "Risk Factors
     Relating to the Asset Sale and Dissolution."

9.   Didn't we vote on this in 1997?

     There  was a  proxy  vote  in  1997,  but it was to  approve  a sale of the
     Partnership's properties pursuant to an agreement that was later rescinded.
     Based on the January 1999 appraisals, the General Partners believe that the
     value of the Properties has increased since that time.

10.  What  does it mean if I get more than one  Consent  Statement  and  Consent
     Form?

     It  means  that  you  own  units  of  the   Partnership   under   different
     registrations.  You may own units in a retirement account,  such as an IRA;
     in your name only;  jointly with another person,  such as your spouse; in a
     Living Trust or a Family Trust; or in other ways.

     Please be sure to sign and return  all  Consent  Forms you  receive to make
     sure that all your units are voted.

11.  How do I vote?

     Please read the Consent  Statement  carefully  before you vote.  Then, cast
     your vote by signing and dating your Consent  Form,  selecting  your choice
     (Consent,  Does Not Consent or Abstain) and mailing the Consent Form in the
     enclosed business reply envelope. Be sure that the signatures correspond to
     the names  listed on the  Consent  Form.  If you have any  questions  about
     signing the Consent Form, please call 1-888-909-7774.

     You can also fax your vote to Preferred  Partnership  Services,  Inc.  (the
     company  that is  counting  the  votes),  have it  delivered  by  overnight
     courier,  or personally  deliver your Consent Form to them.  The fax number
     and address are at the end of this Question and Answer  information  sheet.
     If you return a signed Consent Form and do not select a choice,  your units
     will be voted as Consenting to the proposal.

     If you do not return a signed  Consent Form,  you are choosing not to vote.
     Not voting is not the same as voting your Consent to the proposal.

12.  How does the vote pass?

     The vote will pass if a simple majority of the outstanding units consent to
     the proposal.

<PAGE>

13.  What will happen if the vote does not pass?

     If the vote does not pass, the  Partnership  will continue to operate as it
     has in the past.  The  General  Partners  will  continue to try to sell the
     properties in single or multiple sales,  develop properties which they deem
     developable and would improve the Partnership's  return on investment,  and
     eventually liquidate the Partnership.

14.  What if I change my mind after I send in my Consent Form?

     You can change your vote at any time before the end of the voting period by
     signing and dating a new Consent Form and mailing, faxing or delivering the
     new Consent  Form to  Preferred  Partnership  Services,  Inc.  (the company
     counting the votes) before the end of the voting period.

     To get a new Consent Form, simply call the toll free number 1-888-909-7774,
     and a new Form will be sent to you.

15.  Whom can I call with questions?

     If you have any  questions  regarding the Consent  Statement or the  trans-
     actions  contemplated  by the  Partnership,  please call Preferred Partner-
     ship  Services  toll-free  at  1-888-909-7774  and a representative will be
     happy to help you. Preferred  Partnership Services can  also be reached at:

         Preferred Partnership Services, Inc.
         39560 Stevenson Place, Suite 112
         Fremont, California 94539
         Fax: 510-713-0366
         E-mail: [email protected]


         The  foregoing  is a summary in question  and answer  format of certain
information  contained in the Consent Statement.  Reference is made to, and this
Question and Answer  information sheet is qualified in its entirety by, the more
detailed  information   contained  in  the  Consent  Statement,   including  the
Appendices  thereto.  Holders  of units  in the  Partnership  are  urged to read
carefully the Consent  Statement and the  Appendices  thereto in their  entirety
before they vote.

<PAGE>
                                CALLERS SCRIPT
                              RANCON REALTY FUND IV

Once contact has been established with the Limited Partners:


(Mr/Ms)  Name,  I  represent  your  partnership,  Rancon  Realty Fund IV. We are
calling the limited  partners in Fund IV to confirm their receipt of the Consent
Solicitation  Statement  which  was  mailed  on July 6.  Have you  received  the
solicitation?

[Caller Response]

If yes, then:  (Mr/Ms) Name, our records indicate you hold (#) units in Fund IV.
Your  partnership  asked  me to  contact  you  and  explain  that  this  consent
solicitation  is  regarding  the  sale  of the  properties  of  Fund  IV and the
dissolution of Fund IV. The General Partner recommends that you vote yes on this
consent for a variety of reasons; the summary of which can be found in the cover
letter of the Consent Solicitation Statement. If you have any further questions,
or if you require  assistance  in filling out the Consent Card,  please  contact
Preferred Partnership Services, Inc. toll free at 1-888-909-7774.

If no,  then:  Would you mind if I checked  your  mailing  address  against  our
records so that we can get a copy of this Consent Solicitation  Statement out to
you? [Read back address and note  changes.]  (Mr/Ms) Name, I will make certain a
copy of this Consent Solicitation Statement gets in the mail to you immediately.
<PAGE>


                              Rancon Realty Fund IV
                    c/o Preferred Partnership Services, Inc.
                           39560 Stevensen Place, #112
                         Fremont, California 94539-3074


Address Service Requested   -----------------------------
                                                                  FIRST CLASS
                                                                  U.S. POSTAGE
                                                                     PAID
                        REMEMBER TO VOTE     ____________, CA
                                                                  PERMIT NO. ___
                       ---------------------------------


All limited  partners  in Rancon  Realty  Fund IV were  recently  sent a Consent
Solicitation  Statement and Consent Card regarding the sale of the Partnership's
properties and the dissolution of the Partnership.

                             YOUR VOTE IS IMPORTANT

Please mail the Consent Card in the Business  Reply  Envelope  provided with the
Consent Solicitation  Statement as soon as possible.  Prompt response could save
your Partnership the substantial costs associated with a follow-up mailing.

                                   VOTE TODAY!

Preferred Partnership Services, Inc. was hired by the General Partner to provide
information about the Consent Solicitation and to tabulate the vote.

                   NEED ANOTHER CONSENT FORM? HAVE A QUESTION?
                    CALL PREFERRED PARTNERSHIP SERVICES, INC.
                          TOLL FREE AT 1-888-909-7774
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission