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EXHIBIT 4
[AIMCO LETTERHEAD]
October 10, 2000
OFFER TO PURCHASE ASSIGNEE UNITS OF
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FOR $845 PER UNIT IN CASH
Dear Limited Partner:
We have begun a tender offer to purchase assignee units of limited
partnership interest in your partnership for $845 per unit. Our offer is being
made pursuant to the enclosed Offer to Purchase, which sets forth all of the
terms and conditions of the offer. Please carefully review the Offer to Purchase
prior to making a decision whether or not to tender your interests. The offer is
scheduled to expire at 5:00 p.m., New York City time, on Tuesday, November 7,
2000, unless otherwise extended. You will not be required to pay any partnership
transfer fees in connection with any sale of your units pursuant to our offer.
As you know, our affiliates recently acquired interests in certain
entities affiliated with Oxford Realty Financial Group, Inc. and now control the
managing general partner of your partnership. OUR OFFER PRICE IS AT LEAST EQUAL
TO THE REAL ESTATE VALUES FOR YOUR PARTNERSHIP USED IN SUCH TRANSACTIONS.
On September 28, 2000, we purchased 1,033 assignee units of your
partnership at a price of $845 per unit from MacKenzie Patterson, Inc. and
certain of its affiliates (collectively, the "MacKenzie Entities"), all
unaffiliated third parties. As a result of this transaction, the MacKenzie
Entities terminated their previously announced offer to purchase up to 8,000
assignee units of your partnership at a price of $650 per unit, and certain of
our affiliates now beneficially own in the aggregate approximately 25.05% of the
outstanding assignee units.
If we purchase your tendered units, you will receive cash, but you may
recognize a gain or loss for federal income tax purposes. If you retain your
units, you will continue to be a unitholder. However, you may not be able to
liquidate your investment until the partnership terminates.
As with any investment decision, there are benefits and detriments to
you from accepting or declining our offer. The managing general partner of your
partnership is remaining neutral and makes no recommendation as to whether you
should tender or refrain from tendering your
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units in any offer. Although the managing general partner believes our offer is
fair, it also believes that you must make your own decision whether or not to
participate in any offer, based upon a number of factors described in the Offer
to Purchase.
The managing general partner of your partnership is our affiliate. As a
result, it has substantial conflicts of interest with respect to our offer. This
conflict may affect the managing general partner's ability to reconcile our
interests with those of the other unitholders, particularly in assessing the
fairness of our offer price. We seek to purchase units at a low price, but you
desire to sell units at a high price. In addition, your managing general partner
is entitled to receive fees for certain transactions involving the Partnership
and its properties, and the Partnership's property manager, which is also our
affiliate, is entitled to receive fees for managing the Partnership's
properties.
If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed acknowledgment and agreement in accordance
with the instructions set forth the letter of transmittal attached as Annex II
to the Offer to Purchase. The signed acknowledgment and agreement and any other
required documents should be sent to the Information Agent, River Oaks
Partnership Services, Inc., prior to the expiration of our offer. The addresses
for the Information Agent are P.O. Box 2065, South Hackensack, New Jersey
07606-2065 or by overnight courier service or by hand at 111 Commerce Road,
Carlstadt, New Jersey 07072--Attention: Reorganization Department.
If you have any questions or require further information, please call
the Information Agent, toll free, at (888) 349-2005.
Very truly yours,
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
