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AIMCO
AIMCO PROPERTIES, L.P.
c/o River Oaks Partnership Services, Inc.
P.O. Box 2065
S. Hackensack, N.J. 07606-2065
(888) 349-2005
August 9, 2000
OFFER TO PURCHASE UNITS OF
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
FOR $597.00 PER UNIT IN CASH
Dear Limited Partner:
We have begun a tender offer to purchase units in your partnership for
$597.00 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 Thursday, September 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. This will be the only offer we will
make to buy your units this year. As with any investment decision, there are
benefits and detriments to you from accepting or declining our offer.
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 limited partner. However, you may not be able
to liquidate your investment until the partnership terminates.
The general partner of your partnership is remaining neutral and makes
no recommendation as to whether you should tender or refrain from tendering your
units in any offer. Although the general partner believes our offer is fair, the
general partner 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.
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Since our last tender offer in November 1999, the Partnership
distributed $26.49 per unit in cash, which, if added to our tender offer price
of $597.00 per unit, results in total payments to you of $623.49 per unit.
The general partner of your partnership is our subsidiary and,
therefore, has substantial conflicts of interest with respect to our offer. This
conflict may affect the general partner's ability to reconcile our interests
with those of the other limited partners, 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, our affiliates will still receive fees
for managing the Partnership and its properties.
If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed letter of transmittal in accordance with
the instructions thereto. The signed letter of transmittal 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 PROPERTIES, L.P.
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