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
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Commission Only (as permitted
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NATIONAL PROPERTY INVESTORS 8
(Name of Registrant as Specified in Its Charter)
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[ ] Date Filed:
NATIONAL PROPERTY INVESTORS 8
1873 South Bellaire Street
Denver, Colorado 80222
October __, 1999
Dear Limited Partner:
We are writing to request your consent to an amendment (the
"Amendment") of the Agreement of Limited Partnership of National Property
Investors 8 (the "Partnership") to (a) extend the term of the Partnership
from December 31, 2008 to a date in 2020 which is six months and one day
after the 20-year refinancing described herein will initially be scheduled
to mature, and (b) provide for early dissolution of the Partnership upon
repayment of all indebtedness secured by the Partnership's real property
(unless any new refinancing otherwise requires). Enclosed for your
consideration is a Consent Solicitation Statement, dated October __, 1999
(the "Solicitation Statement"), and a form of Consent of Limited Partner
(the "Consent Form") for indicating whether or not you wish to grant your
consent to the Amendment. The consent of limited partners who own more than
50% of all outstanding limited partnership units is required to approve the
Amendment.
The Amendment will enable the Partnership to refinance the
mortgage debt secured by the Huntington Athletic Club Apartments, which is
due January 1, 2002, with a new 20-year loan. The refinancing is expected
to result in lower interest costs for the Partnership and a cash
distribution to the unitholders, all as more fully described in the
enclosed Solicitation Statement.
NPI Management Corporation, the managing general partner of
the Partnership, recommends that you consent to the Amendment by
completing, dating and signing the enclosed Consent Form and returning it
in the enclosed pre-addressed, postage-paid envelope.
Your participation is important. Please note that this
solicitation will expire at 5:00 p.m., New York City Time, on _________, 1999.
If you have any questions or require any assistance in
completing and returning the Consent Form, please contact our Solicitation
Agent, Corporate Investors Communications, Inc. by mail at P.O. Box 2065,
South Hackensack, New Jersey 07606-2065; by overnight courier service at
111 Commerce Road, Carlstadt, New Jersey 07072-- Attention: Reorganization
Department; by fax at (202) ___-____; or by telephone at ( ) ___ - ____.
Very truly yours,
NATIONAL PROPERTY INVESTORS 8
By: NPI MANAGEMENT CORPORATION
Managing General Partner
NATIONAL PROPERTY INVESTORS 8
1873 SOUTH BELLAIRE STREET
DENVER, COLORADO 80222
CONSENT SOLICITATION STATEMENT
This Consent Solicitation Statement is being furnished to limited
partners (the "Limited Partners") of record as of the close of business on
October __, 1999 (the "Record Date"), of National Property Investors 8, a
California limited partnership (the "Partnership"), in connection with the
solicitation of consents to an amendment (the "Amendment") of the
Partnership's Agreement of Limited Partnership to (a) extend the term of
the Partnership from December 31, 2008 to a date in 2020 which is six
months and one day after the 20-year refinancing described herein will
initially be scheduled to mature, and (b) provide for early dissolution of
the Partnership upon repayment of all indebtedness secured by the
Partnership's real property. Currently, the Partnership's Agreement of
Limited Partnership provides for dissolution upon the sale of all or
substantially all of the Partnership's property (unless any new refinancing
otherwise requires). Therefore, with the Amendment, the Partnership will
dissolve upon the earlier of a date in 2020, upon repayment of all
indebtedness (unless a new indebtedness otherwise requires), or upon a sale
of all or substantially all of the Partnership's assets.
The Amendment will enable the Partnership to refinance the mortgage
debt secured by the Huntington Athletic Club Apartments with a new 20-year
loan which will bear interest at a rate below the current loans (the
"Refinancing"). The Refinancing is expected to result in lower interest
costs for the Partnership and a cash distribution to holders of units of
limited partnership interest (the "Units").
This Consent Solicitation Statement is being solicited by NPI
Management Corporation, the managing general partner of the Partnership
(the "General Partner"), on behalf of the Partnership. This Consent
Solicitation Statement, and the accompanying form of Consent of Limited
Partner (the "Consent Form"), are first being mailed to Limited Partners on
or about October __, 1999.
THE GENERAL PARTNER RECOMMENDS THAT LIMITED PARTNERS CONSENT TO THE
AMENDMENT.
THIS SOLICITATION OF CONSENTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ____________, 1999 (THE "EXPIRATION DATE").
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS CONSENT SOLICITATION
STATEMENT FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN
CONNECTION WITH THE AMENDMENT, INCLUDING
THE FOLLOWING:
o Although the Partnership's Agreement of Limited Partnership
provides for termination in the year 2008, the prospectus
pursuant to which the Units were sold in 1985 indicated that
the properties owned by the Partnership might be sold within 5
to 10 years of their acquisition if conditions permitted. If
the Amendment is adopted, the properties may not be sold until
2020.
o The General Partner and its affiliates have substantial
conflicts of interest with respect to the Amendment.
Continuation of the Partnership beyond 2008 will result in the
General Partner and its affiliates continuing to receive
management fees from the Partnership. Such fees would not be
payable if the Partnership were liquidated earlier.
Questions and requests for assistance may be directed to the
Solicitation Agent, Corporate Investors Communications, Inc. by mail at
P.O. Box 2065, South Hackensack, New Jersey 07606-2065; by overnight
courier service at 111 Commerce Road, Carlstadt, New Jersey 07072--
Attention: Reorganization Department; by fax at (202) ___-____; or by
telephone at ( ) ___-____.
RISK FACTORS
Before deciding whether or not to consent to the Amendment, you
should consider carefully the following risks:
Continuation of the Partnership; No Time Frame Regarding Sale of
Properties. The General Partner is proposing to continue to operate the
Partnership and not to attempt to liquidate it at the present time. Thus,
the Amendment and the Refinancing does not satisfy any expectation that a
Limited Partner would receive the return of his or her investment in the
Partnership through a sale of any property. It is not known when any
property owned by the Partnership may be sold. There may be no way to
liquidate your investment in the Partnership in the future until properties
are sold. The Amendment could result in continuation of the Partnership
until 2020. The General Partner of the Partnership continually considers
whether a property should be sold or otherwise disposed of after
consideration of the relevant factors, including prevailing economic
conditions, availability of favorable financing and tax considerations,
with a view to achieving maximum capital appreciation for the Partnership.
At the current time, the General Partner believes that a sale of any
property would not be advantageous given market conditions, the condition
of each property and tax considerations. In particular, the General Partner
considered the changes in the local rental market, the potential for
appreciation in the value of each property and the tax consequences to you
and your partners of a sale of a property. The General Partner cannot
predict when any property will be sold or otherwise disposed of.
Conflicts of Interest with Respect to the Solicitation. The General
Partner of the Partnership has fiduciary duties to operate and manage the
Partnership in the best interests of all partners. However, the General
Partner and its affiliates receive fees for managing the Partnership and
its property. Therefore, a conflict of interest exists between the General
Partner and its affiliates regarding continuing the Partnership and
receiving such fees, and the liquidation of the Partnership and the
termination of such fees.
RECORD DATE; CONSENTS REQUIRED
The Partnership has fixed October __, 1999 as the Record Date for
determining limited partners entitled to notice of and to consent to the
Amendment. Only limited partners of record on the Record Date may execute
and deliver a Consent Form. Approval of the Amendment requires the
affirmative consent of Limited Partners who own more than 50% of the
Partnership's outstanding Units. As of the Record Date, there were 44,882
Units issued and outstanding. Accordingly, approval of the Amendment will
require the affirmative consent of Limited Partners who own at least 22,442
Units. The Amendment will become effective on the Expiration Date, provided
consents from Limited Partners owning at least 22,442 Units have been
received.
SOLICITATION OF CONSENTS
Consents will be solicited by mail, telephone, e-mail and in
person. Solicitations may be made by representatives of the General
Partner, none of whom will receive additional compensation for such
solicitations. The cost of preparing, assembling, printing and mailing this
Consent Solicitation Statement and the enclosed Consent Form will be borne
by the Partnership.
CONSENT PROCEDURES
LIMITED PARTNERS WHO DESIRE TO CONSENT TO THE AMENDMENT SHOULD DO
SO BY MARKING THE APPROPRIATE BOX ON THE CONSENT FORM INCLUDED HEREWITH,
AND SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE PARTNERSHIP BY
MAIL IN THE SELF-ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT
PURPOSE, BY OVERNIGHT COURIER OR BY FACSIMILE AT THE ADDRESS OR FACSIMILE
NUMBER SET FORTH ABOVE AND ON THE CONSENT FORM, ALL IN ACCORDANCE WITH THE
INSTRUCTIONS CONTAINED HEREIN AND THEREIN.
All Consent Forms that are properly completed, signed and delivered
to the Solicitation Agent and not properly revoked (See "Revocation of
Instructions" below) prior to the Expiration Date, will be given effect in
accordance with the specifications thereof. IF A CONSENT FORM IS DELIVERED
AND NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR THE "ABSTAINS" BOX
IS MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY COMPLETED AND SIGNED,
THE LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED TO THE AMENDMENT.
Consent Forms must be executed in exactly the same manner as the
name(s) in which ownership of the Units is registered. If the Units to
which a Consent Form relates are held by two or more joint holders, all
such holders should sign the Consent Form. If a Consent Form is signed by a
trustee, partner, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary, agency or
representative capacity, such person must so indicate when signing and
submit with the Consent Form evidence satisfactory to the Partnership of
authority to execute the Consent Form.
The execution and delivery of a Consent Form will not affect a
Limited Partner's right to sell or transfer the Units. All Consent Forms
received by the Solicitation Agent (and not properly revoked) prior to the
Expiration Date will be effective notwithstanding a record transfer of such
Units subsequent to the Record Date, unless the Limited Partner revokes
such Consent Form prior to 5:00 p.m., New York City Time, on the Expiration
Date by following the procedures set forth under "Revocation of
Instructions" below.
All questions as to the validity, form and eligibility (including
time of receipt) regarding consent procedures will be determined by the
General Partner in its sole discretion, which determination will be
conclusive and binding. The Partnership reserves the right to reject any or
all Consent Forms that are not in proper form. The Partnership also
reserves the right to waive any defects, irregularities or conditions of
delivery as to particular Consent Forms. Unless waived, all such defects or
irregularities in connection with the deliveries of Consent Forms must be
cured within such time as the General Partner determines. Neither the
General Partner nor any of its affiliates or any other persons shall be
under any duty to give any notification of any such defects, irregularities
or waivers, nor shall any of them incur any liability for failure to give
such notification. Deliveries of Consent Forms will not be deemed to have
been made until any irregularities or defects therein have been cured or
waived. The interpretations of the terms and conditions of this
solicitation by the General Partner shall be conclusive and binding.
REVOCATION OF INSTRUCTIONS
Any Limited Partner who has delivered a Consent Form to the
Solicitation Agent may revoke the instructions set forth in such Consent
Form by delivering to the Solicitation Agent a written notice of revocation
prior to 5:00 p.m., New York City Time, on the Expiration Date. In order to
be effective, a notice of revocation of the instructions set forth in a
Consent Form must (i) contain the name of the person who delivered the
Consent Form, (ii) be in the form of a subsequent Consent Form marked
either as "CONSENTS," "WITHHOLDS CONSENT" or "ABSTAINS," as the case may
be, or in a writing delivered to the Solicitation Agent stating that the
prior Consent Form is revoked, (iii) be signed by the Limited Partner in
the same manner as the original signature on the Consent Form, and (iv) be
received by the Solicitation Agent prior to 5:00 p.m. New York City Time,
on the Expiration Date at one of its addresses set forth on the Consent
Form. A purported notice of revocation that lacks any of the required
information, is dispatched to an improper address or telephone number, or
is not received in a timely manner will not be effective to revoke the
instructions set forth in a Consent Form previously given. A revocation of
the instructions set forth in a Consent Form can only be accomplished in
accordance with the foregoing procedures. NO LIMITED PARTNER MAY REVOKE THE
INSTRUCTIONS SET FORTH IN A CONSENT FORM AFTER 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
NO APPRAISAL RIGHTS
Limited Partners of the Partnership are not entitled to dissenters'
appraisal rights under California law or the Partnership's Agreement of
Limited Partnership in connection with the Amendment.
GENERAL PARTNER'S RECOMMENDATION
The General Partner recommends that Limited Partners consent to the
Amendment. The General Partner believes that the Amendment is in the best
interests of the Partnership and its Limited Partners. In making its
determination, the General Partner considered the terms of the proposed
Refinancing (see "Refinancing") and alternatives to such Refinancing (see
"Alternatives Considered" below).
THE REFINANCING
The Amendment will enable the Partnership to refinance the mortgage
debt secured by the Huntington Athletic Club Apartments with a new 20-year
loan. The Refinancing is expected to result in lower interest costs for the
Partnership and an expected cash distribution to Unitholders.
As of July 31, 1999, the existing mortgage debt relating to
Huntington Athletic Club Apartments consists of a loan with a current
principal balance of $3,417,012, that bears interest at 9.9% per year and
matures
in February, 2002.
The existing debt would be repaid with the proceeds of a new loan
expected to have an original principal amount of approximately $7,475,000
in 2019. The new loan is expected to have a fixed interest rate equal to
1.79% plus the rate applicable to a 10-year Treasury Note at the time the
interest rate is fixed. From July 1, 1999 to October ___, 1999, the
interest rate applicable to 10-year Treasury Notes has ranged between 5.53%
and ____% and on October ___,1999, was ___%. The exact interest rate will
be determined in the future. The new loan would be non-recourse (with
customary exceptions for fraud, misappropriation of funds and environmental
liability), and would be fully amortized over the 20 year term. The new
loan would have non funded reserves for taxes, insurance and replacement
reserves. Further, the new loan could be prepaid in full until 90-days
prior to the maturity date, upon payment of a prepayment penalty. For the
first 15 years of the loan, the prepayment penalty would be calculated
based on a formula that calculates yield maintenance. Thereafter, the
prepayment penalty would be equal to 1% of the principal amount
outstanding. As a condition to making the new loan, the lender is requiring
that the Partnership's Agreement of Limited Partnership be amended to
extend the term of the Partnership beyond the proposed maturity date of the
new loan. The proceeds from the new loan would be used to repay the
existing mortgage debt and related costs (expected to be approximately
$3,692,688), to pay other transaction fees and expenses associated with the
Refinancing (expected to be approximately $186,875) and to pay deferred
maintenance at the property (estimated to be approximately $52,800).
Further, the Huntington Athletic Club Apartments contain polybutylene
piping which needs to be replaced on a systematic basis at a cost estimated
to be $318,000, of which $400,000 of the proceeds from the Refinancing will
be placed in an escrow account to provide the funds for such replacement.
The remainder of the proceeds (estimated to be approximately $2,873,937)
would be distributed to the holders of Units pro rata, including Units held
by the General Partner and its affiliates.
ALTERNATIVES CONSIDERED
The existing mortgage debt secured by Huntington Athletic Club
Apartments matures in February 2002. The Partnership does not have
sufficient cash on hand (or other liquid assets) to repay this debt.
Consequently, the General Partner considered two alternatives to the
proposed Refinancing: (i) a refinancing of the debt with a new loan with a
maturity on or prior to the expiration of the Partnership's current term
(December 31, 2008); and (ii) a sale of the property.
A refinancing with a loan with a maturity on or prior to the
expiration of the Partnership's current term (December 31, 2008) would have
resulted in borrowing at a much greater cost. The General Partner believes
that interest rates associated with such a loan would be higher than the
proposed loan.
The General Partner also considered a sale of the property, but
believes that a sale of the property at the current time would not be
advantageous given market conditions, the condition of the property and the
tax consequences to limited partners. See "Investment Objectives and
Policies; Sale or Financing of Investments" below. The General Partner
recognized that the proposed Refinancing would not prohibit or unduly
restrict the Partnership's ability to sell the property in the future prior
to the expiration of the extended term of the Partnership.
INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS
In general, the General Partner regularly evaluates a sale of the
Partnership's properties by considering various factors, such as the
Partnership's financial position and real estate market conditions. The
General Partner monitors the properties' specific locale and sub-market
conditions (including stability of the surrounding neighborhood) evaluating
current trends, competition, new construction and economic changes. The
General Partner oversees each asset's operating performance and
continuously evaluates the physical improvement requirements. In addition,
the financing structure for each property (including any prepayment
penalties), tax implications, availability of attractive mortgage
financing, and the investment climate are all considered. Any of these
factors, and possibly others, could potentially contribute to any decision
by the General Partner to sell, refinance, upgrade with capital
improvements or retain a particular property. If rental market conditions
improve, the level of distributions might increase over time. It is
possible that the resale market for properties could improve over time,
making a sale of the properties at some point in the future a more viable
option than it is currently. After taking into account the foregoing
considerations, the General Partner is not currently seeking a sale of
Huntington Athletic Club Apartments or other properties primarily because
it expects the properties' operating performance to improve in the near
term. The Partnership expects to spend approximately $568,000 for capital
improvements at the properties in 1999 to repair and update the properties.
Although there can be no assurance as to future performance, the General
Partner expects these expenditures to improve the desirability of the
properties to tenants. The General Partner does not believe that a sale of
the properties at the present time would adequately reflect the properties'
future prospects. Another significant factor considered by the General
Partner is the likely tax consequences of a sale of the properties for
cash. Such a transaction would likely result in tax liabilities for many
Limited Partners. The General Partner has not received any recent
indication of interest or offers to purchase the properties.
ORIGINALLY ANTICIPATED TERM OF PARTNERSHIP.
The Partnership's prospectus, dated May 13, 1985, pursuant to which
Units were originally sold, indicated that the Partnership was intended to
be self-liquidating and that it was anticipated that the Partnership's
properties would be sold within 5 to 10 years of their acquisition,
provided market conditions permit. The prospectus also indicated that there
could be no assurance that the Partnership would be able to so liquidate
and that, unless sooner terminated as provided in the Partnership's
Agreement of Limited Partnership, the existence of the Partnership would
continue until the year 2008. Under the Partnership's Agreement of Limited
Partnership, the term of the partnership will continue until December 31,
2008 (six months and one (1) day after the date the Refinancing is
scheduled to mature, if the Amendment is approved), unless sooner
terminated as provided in such Agreement, the Amendment or by law.
CONFLICTS OF INTERESTS: CERTAIN RELATIONSHIPS
The General Partner has substantial conflicts of interest with
respect to the Amendment. An affiliate of the General Partner manages your
Partnership's properties and receives management fees and reimbursement of
its expenses. In addition, the General Partner receives fees and
reimbursement of its expenses for managing the Partnership. The extension
of the term of the Partnership may result in such fees continuing to be
paid for a longer period than would be the case if the term of the
Partnership expired in 2008. Therefore, the interests of the General
Partner and its affiliates in continuing the Partnership may be different
than those of the Limited Partners who desire to have the Partnership
dissolved and liquidated more quickly. The following table sets forth, for
each of the years indicated, compensation paid by the Partnership to the
General Partner and its affiliates.
Partnership Property
Fees and Management
Year Expenses Fees
- ---- ----------- ----------
1995.................................... $275,000 $222,000
1996.................................... 307,000 228,000
1997.................................... 243,000 233,000
1998.................................... 175,000 245,000
The General Partner of the Partnership is a wholly-owned subsidiary
of Apartment Investment and Management Company (" AIMCO"). Because AIMCO
and the Partnership both invest in apartment properties, these properties
may compete with one another for tenants. Furthermore, Limited Partners
should bear in mind that AIMCO may acquire properties in general market
areas where the Partnership's properties are located. It is believed that
this concentration of properties in a general market area will facilitate
overall operations through collective advertising efforts and other
operational efficiencies. In managing AIMCO's properties, AIMCO will
attempt to reduce such conflicts between competing properties by referring
prospective customers to the property considered to be most conveniently
located for the customer's needs.
On June 9, 1999 an affiliate of AIMCO commenced an offer to
purchase 20,860.54 Units, at $448 per Unit. On July 14, 1999, such
affiliate purchased 1,172 Units pursuant to the offer. Although AIMCO and
its affiliates have no current plans to conduct future tender offers for
the Units, their plans may change based on future circumstances, including
the making of offers by parties not affiliated with AIMCO.
FIDUCIARY DUTIES; INDEMNIFICATION
California law requires a general partner to adhere to fiduciary
duty standards under which it owes its limited partners a duty of loyalty
and a duty of care, which generally prohibits a general partner from
competing with a partnership in the conduct of the partnership's business
on behalf of a party having an interest adverse to the partnership and
requires the general partner to exercise any right consistent with the
obligation of good faith and fair dealing and free of gross negligence,
reckless conduct, intentional misconduct or known violations of law. A
partnership agreement (a) may not eliminate the duty of loyalty, but, if
not manifestly unreasonable, it may either identify specific activities
that do not violate the duty of loyalty or allow for all of the partners
(or some percentage identified in the partnership agreement) to authorize
or ratify, after full disclosure of all material facts, a specific act or
transaction that otherwise would violate that duty and (b) may contain
provisions releasing a partner from liability for actions taken in good
faith and in the honest belief that the actions are in the best
interest of the partnership, while indemnifying the partner against any
good faith belief that he or she has the power to act. Further, a partner
does not violate such duties because the partner's conduct furthers the
partner's own interest.
Under the Partnership's Agreement of Limited Partnership, the
Partnership will save harmless and pay all judgments and claims against the
General Partner and its affiliates from any liability, loss or damage
incurred by them or by the Partnership by reason of any act performed or
omitted to be performed by them in connection with the business of the
Partnership, including costs and attorneys' fees and any amounts expended
in the settlement of any claims of liability, loss or damage; provided
that, (i) if such liability, loss, damage or claim arises out of any action
or inaction of employees, subsidiaries or affiliated assigns, such actions
or inactions must have occurred while such parties were engaged in
activities which could have been engaged in by a General Partner in its
capacity as such, (ii) if such liability, loss, damage or claim arises out
of any action or inaction of the General Partners, the General Partners
must have determined in good faith, that such course of conduct was in the
best interests of the Partnership and did not constitute negligence or
misconduct by the General Partners and (iii) any such indemnification shall
be recoverable only from the assets of the Partnership and not from the
assets of the Limited Partners. All judgments against the Partnership and
the General Partner, wherein the General Partner is entitled to
indemnification, must first be satisfied from Partnership assets before the
General Partner is responsible for these obligations.
Neither the General Partner, nor any affiliate will be allowed
indemnification for settlements and related expenses of lawsuits alleging
securities laws violations, and for expenses incurred in successfully
defending such lawsuits, provided that a court apprised as to the current
position of both the Securities and Exchange Commission and the California
Commissioner of Corporations regarding indemnification for violation of
securities laws: (a) approves the settlement and finds that indemnification
of the settlement and related costs should be made, or (b) approves
indemnification costs if a successful defense is made.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary of the material U.S. federal income tax
consequences to Limited Partners of the Refinancing is based upon current
U.S. federal tax law which is subject to change, possibly with retroactive
effect. This summary is for general information only and does not address
all aspects of U.S. federal income taxation that may be relevant in the
particular circumstances of each Limited Partner or to Limited Partners
subject to special treatment under the Internal Revenue Code (the "Code").
In addition, this summary does not address any state, local or foreign tax
consequences. No ruling from the Internal Revenue Service ("IRS") will be
requested with respect to the U.S. federal income tax consequences of the
refinancing and, as such, there can be no assurance that the IRS will agree
with the summary set forth herein.
EACH LIMITED PARTNER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING
THE SPECIFIC TAX CONSEQUENCES OF THE AMENDMENT AND THE REFINANCING,
INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS.
As an initial matter, the extension of the Partnership's term as
provided by the Amendment will not have any tax consequences to Limited
Partners.
In general, the Code provides that an increase in a partner's share
of partnership liabilities is treated as a cash contribution by such
partner to the partnership with a corresponding increase in the partner's
tax basis in its partnership interest. Conversely, to the extent a
partner's share of partnership liabilities is reduced, such reduction is
treated as a distribution of cash by the partnership to the partner with a
corresponding reduction in the partner's tax basis in its partnership
interest. In general, to the extent a partner receives cash distributions
in excess of such partner's tax basis in its partnership interest, taxable
gain is recognized.
As of July 31, 1999, the aggregate balance on the existing loan was
$3,417,012. The principal amount of the new loan (part of which will be
used to satisfy the existing loans in full) will be $7,475,000, or
$4,057,988 more than the existing loans. Each Limited Partner's adjusted
tax basis in its Partnership interest will be increased by its pro rata
share of such excess, or approximately $90.41 per Unit. Following the
completion of the refinancing, the Partnership anticipates making a pro
rata cash distribution of approximately $3,723,937, or $82.97 per Unit. As
noted above, while this cash distribution will reduce the adjusted tax
basis of the Limited Partners' interests in the Partnership, a Limited
Partner will not recognize taxable gain unless the cash it receives exceeds
its adjusted tax basis. Therefore, the Refinancing and distribution should
not result in the recognition of taxable income to the Limited Partners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On October 1, 1998, Insignia Financial Group, Inc. merged into
AIMCO, and on February 26, 1999, Insignia Properties Trust merged into
AIMCO. As a result of these transactions, AIMCO acquired indirect ownership
of the General Partner.
No director or officer of the General Partner owns any Units. The
following table sets forth certain information regarding Units of the
Partnership owned by each person who is known by the Partnership to own
beneficially more than 5% of the Units as of July 30, 1999:
Name and address* of Amount and Nature of
Beneficial Owner Beneficial Owner Percent of Class
-------------------- -------------------- ----------------
AIMCO Properties L.P. 2,148.00 (1) 4.9%
Insignia Properties L.P. 17,066.00 (2) 38.0%
- --------------------------
* 1873 South Bellaire Street, Denver, Colorado 80222
(1) The Units may be deemed beneficially owned by AIMCO-GP, Inc. (which
is the general partner of AIMCO Properties, L.P.) and AIMCO (which
owns AIMCO-GP, Inc.)
(2) The Units may be deemed beneficially owned by AIMCO/IPT, Inc.
(which is the general partner of Insignia Properties, L.P.) and
AIMCO (which owns AIMCO/IPT, Inc.)
Insignia Properties, L.P. has entered into an agreement under which
it has agreed to vote [ ___] of its Units (i) on all matters submitted by
it or its affiliates, in proportion to the votes cast by non-affiliated
Unitholders and (ii) against any increase in compensation payable to the
General Partner or its affiliates.
NATIONAL PROPERTY INVESTORS 8
By: NPI MANAGEMENT CORPORATION
Managing General Partner
October ___, 1999
APPENDIX
NATIONAL PROPERTY INVESTORS 8
1873 South Bellaire Street
Denver, Colorado 80222
CONSENT OF LIMITED PARTNER
The undersigned, a limited partner of National Property Investors 8
(the "Partnership"), and the holder of units ("Units") of limited
partnership interest in the Partnership, acting with respect to all of the
Units owned by the undersigned, hereby:
[__] Consents [__] Withholds Consent [__] Abstains
with respect to the following Amendment to the Partnership's Agreement of
Limited Partnership:
1. Section 4 is amended to read in its entirety as follows: "The
Partnership commenced as of the 26th day of June, 1984, and shall
continue until _____, 2020*, unless previously terminated in
accordance with the provisions of this Partnership Agreement."
2. Section 19 is amended to add the following paragraph: "19.1.5 Six
months and one (1) day after the last indebtedness secured by any
of the Partnership's real property is paid in full (unless any new
refinancing otherwise requires)."
IF NO ELECTION IS SPECIFIED, ANY OTHERWISE PROPERLY COMPLETED AND
SIGNED CONSENT FORM WILL BE DEEMED TO BE A CONSENT TO THE AMENDMENT.
The undersigned hereby acknowledges receipt of the Consent
Solicitation Statement, dated __________, 1999. THIS CONSENT IS SOLICITED
ON BEHALF OF NATIONAL PROPERTY INVESTORS 8, BY NPI MANAGEMENT CORPORATION,
THE MANAGING GENERAL PARTNER.
A fully completed, signed and dated copy of this Consent Form
should be sent to the Solicitation Agent by mail or overnight courier to
the appropriate address specified below, or by fax to the fax number
specified below, prior to 5:00 p.m., New York City Time on ____________,
1999.
Completed and signed consents should be sent to Corporate Investors
Communications, Inc. by mail to P.O. Box 2065, South Hackensack, New Jersey
07606-2065; by overnight courier service to 111 Commerce Road, Carlstadt,
New Jersey 07072--Attention: Reorganization Department; or by fax at ( )
- --------.
Dated:____________, 1999 By: ___________________________________
___________________________________
Please Print Name
- -----------
* A date that is six months and one (1) day after the date the Refinancing
will initially be scheduled to mature.
If held jointly:
By: __________________________________
__________________________________
Please Print Name
Please sign exactly as you hold your Partnership Units. When signing as an
attorney-in-fact, executors, administrator, trustee or guardian, please
give your full title. If an interest is jointly held, each holder should
sign. If a corporation, please sign in full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by a
duly authorized person.
