<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(NAME OF SUBJECT COMPANY)
ERP OPERATING LIMITED PARTNERSHIP
(BIDDER)
LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
<TABLE>
<CAPTION>
COPY TO:
<S> <C>
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
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$5,202,900 $1,040.58
</TABLE>
* For purposes of calculating the filing fee only. Assumes the purchase of 820
Units at a purchase price equal to $6,345 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.
<TABLE>
<S> <C>
Filing Party: ERP Operating Limited
Amount Previously Paid: $934.80 Partnership
Form or Registration Number: Schedule 14D-1 Date Filed: December 2, 1999
</TABLE>
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<PAGE>
Page 2 of 4 pages
This statement (the "Statement") constitutes Amendment No. 1 to the initial
Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating to ERP's
offer to purchase units of limited partnership interest and certain attendant
litigation rights (the "Units") of Davidson Diversified Real Estate II, L.P.
(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,
the Letter of Transmittal and the Form of Letter to Unitholders, each dated
December 2, 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 820 Units at a purchase price
equal to $6,345 per Unit, less the amount of any distributions declared or made
with respect to the Units between September 30, 1999 and January 19, 2000 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 December 2, 1999 (the "Offer Date") (as amended or supplemented from time
to time, the "Offer to Purchase"), this amendment to the Offer to Purchase dated
December 22, 1999, and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits as listed below. The Partnership had 1,224.25 Units
issued and outstanding held by approximately 1,022 holders of Units (the
"Unitholders") as of December 31, 1998, according to its Annual Report on
Form 10-KSB. If the Purchaser were to purchase the 820 Units being offered for,
it would own 67% of the outstanding Units.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Offer to Purchase, dated December 2, 1999 (previously
(a)(1) filed).
(a)(2) Letter of Transmittal (previously filed).
Form of Letter to Unitholders, dated December 2, 1999
(a)(3) (previously filed).
(a)(4) Notice of Withdrawal (previously filed).
(a)(5) Supplement to Offer to Purchase, dated December 22, 1999.
(a)(6) Form of Letter to Unitholders, dated December 22, 1999.
(a)(7) Letter of Transmittal, dated December 22, 1999.
(a)(8) Notice of Withdrawal, dated December 22, 1999.
(b)-(f) Not Applicable.
</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.
<TABLE>
<S> <C> <C>
Dated: December 22, 1999
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
GENERAL PARTNER
By: /s/ BRUCE C. STROHM
--------------------------------------
Its: EXECUTIVE VICE PRESIDENT, GENERAL
--------------------------------------
COUNSEL AND SECRETARY
--------------------------------------
</TABLE>
<PAGE>
PAGE 4 OF 4 PAGES
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated December 2, 1999 (previously
filed).
(a)(2) Letter of Transmittal (previously filed).
(a)(3) Form of Letter to Unitholders, dated December 2, 1999
(previously filed).
(a)(4) Notice of Withdrawal (previously filed).
(a)(5) Supplement to Offer to Purchase, dated December 22, 1999.
(a)(6) Form of Letter to Unitholders, dated December 22, 1999.
(a)(7) Letter of Transmittal, dated December 22, 1999.
(a)(8) Notice of Withdrawal, dated December 22, 1999.
(b)-(f) Not Applicable.
</TABLE>
<PAGE>
Exhibit 99.(a)(5) Exhibit (a)(5)
SUPPLEMENT TO OFFER TO PURCHASE
ERP OPERATING LIMITED PARTNERSHIP
(THE "PURCHASER")
IS OFFERING TO PURCHASE 820 UNITS OF
LIMITED PARTNERSHIP INTEREST OF
(THE "OFFER")
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(THE "PARTNERSHIP")
FOR $6,345 PER UNIT IN CASH
(THE "OFFER PRICE")
We will accept up to 820 Units (as defined below) in response to the Offer
in our Offer to Purchase, dated December 2, 1999, as amended and supplemented
from time to time. We are currently seeking to acquire 820 Units. If we were to
purchase the 820 Units being offered for, we would own 67% of the outstanding
Units. The Offer is not subject to a minimum number of Units being tendered. If
Units are validly tendered and not properly withdrawn prior to January 19, 2000
(the "Expiration Date"), unless extended, 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.
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 September 30, 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). We are unaware of any other fees or
commissions that you may incur.
PLEASE READ THE OFFER TO PURCHASE, DATED DECEMBER 2, 1999, FOR A DESCRIPTION
OF THE TERMS OF 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 up to 820 of the outstanding limited partnership
interests and certain attendant litigation rights (the "Units") in the
Partnership for the Offer Price of $6,345 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 September 30, 1999 until the
Expiration Date, unless further extended. The Offer is made upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December 2,
1999, an amendment to the Offer to Purchase dated December 22, 1999, this
Supplement dated December 22, 1999, and the Letters of Transmittal dated
December 2, 1999 and December 22, 1999.
We have extended the Expiration Date of the Offer to January 19, 2000, 4:00
p.m., central standard time. 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, your tender may also
be withdrawn any time on or after March 31, 2000.
<PAGE>
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 the previously
sent yellow Letter of Transmittal and delivered it 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.
<TABLE>
<S> <C>
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
</TABLE>
For more information, please call the Depositary at (888) 292-4264.
<PAGE>
Exhibit 99.(a)(5) Exhibit (a)(6)
[LOGO]
DECEMBER 22, 1999
ERP OPERATING LIMITED PARTNERSHIP HAS
INCREASED ITS OFFER PRICE TO $6,345 PER
UNIT OF LIMITED PARTNERSHIP INTEREST OF
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
NEW OFFER PRICE OF $6,345 PER UNIT.
We are increasing our offer price for your limited partnership interests
(the "Units") in Davidson Diversified Real Estate II, L.P. (the "Partnership")
from $5,700 per Unit to $6,345 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 820 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 January 19, 2000, 4:00 p.m., central standard
time.
Our increased offer price of $6,345 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 $6,345 per Unit will be decreased by the amount of any
distribution declared or made with respect to the Units between September 30,
1999 and January 19, 2000, 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 December 2, 1999 and the
Supplement to the Offer to Purchase dated December 22, 1999, for additional
information about the Offer.
IF YOU WOULD LIKE TO TENDER YOUR UNITS TO BE PURCHASED BY US FOR $6,345 PER
UNIT, AND HAVE NOT YET COMPLETED THE YELLOW ERP LETTER OF TRANSMITTAL AND
DELIVERED IT TO MMS ESCROW AND TRANSFER AGENCY (THE "DEPOSITARY"), PLEASE
COMPLETE THE ENCLOSED BLUE LETTER OF TRANSMITTAL AND DELIVER IT TO THE
DEPOSITARY AT THE ADDRESS LISTED THEREON IN THE GOLD ENVELOPE PROVIDED. IF YOU
COMPLETED AND DELIVERED THE YELLOW ERP LETTER OF TRANSMITTAL TO THE DEPOSITARY
AND HAVE NOT WITHDRAWN THE TENDER TO ERP, YOU DO NOT NEED TO COMPLETE ANY OTHER
DOCUMENTS FOR YOUR UNITS TO BE TENDERED TO ERP. A COMPLETED YELLOW OR BLUE ERP
LETTER OF TRANSMITTAL SHALL BE SUFFICIENT TO TENDER YOUR UNITS FOR PURCHASE BY
ERP AT $6,345 PER UNIT. IF YOU PREVIOUSLY TENDERED TO AIMCO, YOU MUST ALSO
COMPLETE AND DELIVER THE NOTICE OF WITHDRAWAL.
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
The Offer expires on (unless further extended) January 19, 2000.
<PAGE>
EXHIBIT 99.(a)(7) EXHIBIT (a)(7)
LETTER OF TRANSMITTAL
TO TENDER UNITS
OF
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 2, 1999
AND AMENDED ON
DECEMBER 22, 1999
BY
ERP OPERATING LIMITED PARTNERSHIP
WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $6,345 PER UNIT.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M., CENTRAL
STANDARD TIME, ON JANUARY 19, 2000 (THE "EXPIRATION DATE") UNLESS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
MMS ESCROW AND TRANSFER AGENCY, INC.
<TABLE>
<S> <C>
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
-------------------------------------------
</TABLE>
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 DAVIDSON DIVERSIFIED REAL ESTATE II, L.P., a Delaware
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 and the rights
attendant to the Litigation (as hereinafter defined) (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 $6,345 per
Unit, less the amount of any distributions made or declared with respect to the
Units between September 30, 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 December 2, 1999 (the "Offer Date") 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 undersigned recognizes that, if more than 820 Units are
validly tendered prior to or on the Expiration Date and not properly withdrawn,
the Purchaser will, upon the terms of the Offer, accept for payment from among
those Units tendered prior to or on the Expiration Date 820 Units on a pro rata
basis, with adjustments to avoid purchases of certain fractional Units, based
upon the number of Units validly tendered prior to the Expiration Date and not
withdrawn. The undersigned also recognizes that if the purchase of the Units
would result in there being less than 320 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, if possible. 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, releases and consents given by the undersigned
with respect to such Units will be revoked and no subsequent proxies, releases
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. The undersigned assigns its rights and claims under the litigation
entitled ROSALIE NUANES, ET AL. V. INSIGNIA FINANCIAL GROUP, ET AL. (the
"Litigation") to the Purchaser. Upon request, the undersigned 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
2
<PAGE>
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 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>
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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
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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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4
<PAGE>
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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.
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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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5
<PAGE>
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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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6
<PAGE>
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
securities 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
7
<PAGE>
Code is not an additional tax. If withholding results in an overpayment of
tax, a refund may be obtained from the IRS.
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.
8
<PAGE>
Exhibit 99.(a)(8) Exhibit (a)(8)
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
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 November 15, 1999 and
amended on December 17, 1999 (collectively, 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
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. ("Notice of Withdrawal"), to:
<TABLE>
<S> <C>
By Hand or Overnight Courier: By Mail:
River Oaks Partnership River Oaks Partnership Services, Inc.
Services, Inc. P.O. Box 2065
111 Commerce Road S. Hackensack, NJ 07606-2065
Carlstadt, NJ 07072
Attn: Reorganization Dept.
By Facsimile: (201) 896-0910
Telephone: (888) 349-2005
</TABLE>
The Purchaser must receive the Notice of Withdrawal prior to December 30,
1999, 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
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
<TABLE>
<S> <C>
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
</TABLE>
Ladies and Gentlemen:
The following units of limited partnership interest (the "Units") of
Davidson Diversified Real Estate II, L.P. (the "Partnership") previously
tendered to AIMCO Properties, L.P. (the "Purchaser") are hereby withdrawn and
the release contained therein with respect to the litigation entitled ROSALIE
NUANES, ET AL. V. INSIGNIA FINANCIAL GROUP, ET AL. shall be of no further force
and effect. 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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: _______________________________________________________________________
________________________________________________________________________________
(City) (State) (Zip)
Area Code and Telephone No. (Day): _____________________________________________
(Evening): ___________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 4)
Name and Address of Eligible Institution: ______________________________________
________________________________________________________________________________
________________________________________________________________________________
Authorized Signature: X ________________________________________________________
Name: __________________________________________________________________________
Title: _______________________________________ Date: ________________________
