SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to
SECTION 14(d)(4) of
THE SECURITIES EXCHANGE ACT OF 1934
DAMSON/BIRTCHER REALTY INCOME FUND II
(Name of Subject Company)
LF SPECIAL FUND II, L.P.
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
William McSherry, Esq.
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-6999
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY
This statement relates to the limited partnership interests
("Interests") of Damson/Birtcher Realty Income Fund II, a Pennsylvania Limited
Partnership (the "Partnership"), whose principal executive offices are located
at 27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California 92677-0100.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to a tender offer (the "Offer") by
Grape Investors, LLC, a Delaware Limited Liability Company ("Grape Investors"),
whose principal executive offices are located at 1650 Hotel Circle North, Suite
200, San Diego, California 92108.
ITEM 3. IDENTITY AND BACKGROUND
(a) This Schedule 14D-9 is being filed by LF Special Fund II,
L.P., a California limited partnership ("LFSFII) and a non-managing general
partner of the Partnership, at the request of the Securities and Exchange
Commission (the "Commission") in response to inquiries by the Commission
regarding the events described in Item 3(b) below. LFSFII previously executed,
on behalf of the Partnership in its capacity as a general partner of the
Partnership, the Partnership's Schedule 14D-9, dated May 6, 1998 (the
"Partnership Schedule 14D-9").
(b) Reference is made to the Schedule 14D-1, dated April 21,
1998 (the "Schedule 14D-1") filed with the Commission by Grape Investors.
Reference is also made to the Partnership Schedule 14D-9.
Grape Investors filed the Schedule 14D-1, dated April 21,
1998, with the Commission. The Partnership filed the Partnership Schedule 14D-9,
dated May 6, 1998, with the Commission.
On May 8, 1998, a registered broker dealer, DCC Securities
Corporation ("DCC"), mailed a letter to numerous investors in the Partnership
expressing an interest in assisting investors who were desirous of liquidating
their Interests at a price higher than the price offered by Grape Investors in
its Schedule 14D-1.
Dolomite Investors L.L.C. ("Dolomite"), an entity controlled
by Brent R. Donaldson, who is also the President of Liquidity Fund Asset
Management, Inc., which is a general partner of LFSFII, assisted DCC in the
preparation of the May 8, 1998 letter and paid for its mailing. Dolomite, which
is not otherwise involved with the Partnership, contemplated that it might
respond to offers made by investors to DCC to sell their Interests in response
to the May 8, 1998 letter. Dolomite contemplated that, in response to these
offers, it might purchase Interests at a price higher than the tender offer
price offered by Grape, but no specific price was ever offered by Dolomite or
any of its affiliates and no purchases of Interests were made by Dolomite or any
of its affiliates. Dolomite was informed by DCC that other unrelated parties had
expressed an interest in acquiring Interests and that for Dolomite to acquire
Interests it would have to pay the then highest price in the market. Dolomite
informed DCC that prior to any purchase of Interests by Dolomite, a seller must
be informed of Dolomite's affiliation with LSFSII and that such seller be
encouraged to review all information regarding the Partnership set forth in
filings with the Commission, including the Partnership Schedule 14D-9. LFSFII
understands that DCC has announced that it does not intend to serve as a broker
for investors in the Partnership during the pendency of the Grape Investors
tender offer reflected in the Grape Investors Schedule 14D-1.
Neither Dolomite nor any of its affiliates (a) informed the
other general partner of the Partnership of Dolomite's interest in acquiring
Interests in the Partnership, or (b) purchased, or offered to purchase, any
Interests of the Partnership through DCC or otherwise. Neither Dolomite nor any
of its affiliates initiated any contact, by telephone, or in writing with any
investor of the Partnership. One investor called Dolomite (at the suggestion of
DCC) and this investor was told that Dolomite had nothing to say about the
Partnership. No offer was made to that investor or to any other person.
Neither by Dolomite nor any of its affiliates has any present
intention of (a) making any purchases or offers to purchase of any Interests in
the Partnership; (b) contacting any investor in the Partnership; (c) responding
to any investor who calls or writes to any of them about the Partnership; or (d)
making any public statement as to the Grape Investors tender offer other than
through appropriate filings under the federal securities laws.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) LFSFII previously executed, on behalf of the Partnership
in its capacity as a general partner of the Partnership, the Partnership
Schedule 14D-9. By so executing the Partnership Schedule 14D-9, LFSFII evidenced
its concurrence with the Partnership's reasons for recommending that limited
partners reject the Grape Investors offer. The recommendation of the Partnership
and the reasons for the Partnership recommending that limited partners of the
Partnership reject the Grape Investors offer set forth in the Partnership 14D-9
are incorporated by reference in this Schedule 14D-9.
(b) The recommendation of the Partnership and the reasons for
the Partnership recommending that limited partners of the Partnership reject the
Grape Investors offer set forth in the Partnership 14D-9 are incorporated by
reference in this Schedule 14D-9.
ITEM 5 PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
None.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Neither LFSFII, any of its affiliates, any of its
subsidiaries nor any executive officers or directors of LFSFII, any of its
affiliates or any of its subsidiaries has entered into any transaction with
respect to the Interests in the past 60 days.
(b) Neither LFSFII, any of its affiliates, any of its
subsidiaries nor any executive officers or directors of LFSFII, any of its
affiliates or any of its subsidiaries has any present intention to tender to
Grape Investors, sell or hold any Interests.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
(a) Not applicable.
(b) LFSFII is only aware of the possible sale and liquidation
of the Partnership's properties described in Item 3(b) of the Partnership
Schedule 14D-9, which description is incorporated by reference in this Item
7(b).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) The Schedule 14D-9, dated May 6, 1998, and the
Amendment thereto, dated May 19, 1998 are annexed
hereto as Exhibits 9(a)(1) and 9(a)(2), respectively.
(b) Not applicable.
(c) Not applicable.
<PAGE>
Signature. After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
LF SPECIAL FUND II, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation, a
general partner of LF Special Fund II, L.P.
By: /s/ Brent R. Donaldson
----------------------
Brent R. Donaldson
President of Liquidity Fund
Asset Management, Inc.
Dated: June 8, 1998
<PAGE>
EXHIBIT 9(a)(1)
As filed with the Securities and Exchange Commission on May 6, 1998
Commission File No. 0-13563
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to
SECTION 14(d)(4) of
THE SECURITIES EXCHANGE ACT OF 1934
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Subject Company)
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
David Wohlberg, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
ITEM 1. SECURITY AND SUBJECT COMPANY
This statement relates to the limited partnership interests
("Interests") of Damson/Birtcher Realty Income Fund II, a Delaware Limited
Partnership (the "Partnership"), whose principal executive offices are located
at 27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California 92677-0100.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to a tender offer (the "Offer") by Grape
Investors, LLC, a Delaware Limited Liability Company ("Grape Investors"), whose
principal executive offices are located at 1650 Hotel Circle North, Suite 200,
San Diego, California 92108.
ITEM 3. IDENTITY AND BACKGROUND
(a) This statement is being filed by the Partnership, whose business
address is 27611 La Paz Road, Laguna Niguel, California 92656.
(b) In March of 1997, the Partnership's limited partners consented to
dissolve the Partnership and liquidate its remaining properties. Since that
time, the Partnership has reviewed and considered certain possible transactions
to accomplish the liquidation of its properties and the winding up of the
Partnership. On April 30, 1998, the General Partner accepted an offer to
purchase all of the Partnership's properties. The accepted offer anticipates
closing in approximately 60-90 days, and is subject to certain customary
contingencies, including due diligence review by the purchaser and negotiation
of a definitive purchase and sale agreement. More details of the accepted offer
are set forth in the letter to limited partners attached as an exhibit to this
schedule and incorporated herein by reference. Limited partners who tender to
Grape Investors will not receive any proceeds from the eventual sale and
liquidation of the Partnership's properties or any distributions from operations
pending completion of the liquidation.
In its Schedule 14D-1 dated April 21, 1998 (the "Schedule 14D-1") filed
with the Securities and Exchange Commission (the "Commission"), Grape Investors
represents that it believes that there are a number of qualified purchasers that
would purchase all of the Partnership's property in a single transaction. Grape
Investors states in the Schedule 14D-1 that it intends to encourage the
Partnership's general partner to pursue a potential sale of the Partnership's
properties in a "controlled auction." Grape Investors does not state in the
Schedule 14D-1 whether it believes an auction would result in the optimal sales
price, but the Schedule 14D-1 notes that, in Grape Investor's view, the purchase
price offered by Grape Investors "could differ significantly from the net
proceeds that would be realized from a current sale of the Properties owned by
the Partnership or from that which may be realized upon future liquidation of
the Partnership."
The Partnership believes that Grape Investors' intention that the
Partnership auction the properties conflicts with the Partnership's obligations
under the accepted offer to purchase all of the Partnership's properties and its
ongoing attempts to sell and liquidate the Partnership's properties.
Grape Investors also states in the Schedule 14D-1 that "if the General
Partner does not pursue these options" Grape Investors is considering actions
which may include assembling a group of 10 percent of the Limited Partners in
order to call a meeting of the Limited Partners to replace the Partnership's
general partner in order to pursue a controlled auction of the Partnership's
properties.
Other than with respect to the advisability of immediately auctioning
the Partnership's properties as a portfolio and any possible future attempt by
Grape Investors to remove the Partnership's general partner, the Partnership
also is not aware of any actual or potential conflict between Grape Investors
and the Partnership's general partner or its other affiliates.
There is no material contract, agreement, arrangement or understanding
between the Partnership and Grape Investors.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) The Partnership recommends that limited partners reject the Offer.
(b) The Partnership's recommendation that limited partners reject the
Offer is based on the factors set forth in the letter to limited partners
attached as an exhibit to this Schedule and incorporated herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The Partnership has retained EquiNet Fund Administrators, Inc. of
Dallas, Texas, to provide investor relations services to the Partnership. As
part of its ongoing services, Equinet Fund Administrators, Inc. will be
available to respond to inquiries about the Offer at (888) 387-5387. EquiNet
Fund Administrators, Inc. will make no solicitation or recommendation with
respect to the Offer and will not be specifically compensated for responding to
inquiries relating to the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Not applicable.
(b) Certain family members of the partners of the Partnership's general
partner own Interests representing less than 1% of all outstanding Interests. To
the Partnership's knowledge, these individuals currently intend to hold their
Interests and to not tender them in response to the Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) There is no negotiation undertaken or underway by the Partnership's
general partner or the Partnership in response to the Offer.
(b) See the information in Item 3(b) of this Schedule regarding the
possible sale and liquidation of the Partnership's properties currently
underway, which information is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
(a) Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) 99.1 Letter dated May 6, 1998 to the limited partners of the
Partnership.
(b) Not applicable.
(c) Not applicable.
Signature, After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DAMSON/BIRTCHER REALTY INCOME FUND II,
a Delaware limited partnership
By: BIRTCHER/LIQUIDITY PROPERTIES
General Partner
Damson/Birtcher Realty Income Fund II
By: BIRTCHER INVESTORS,
a California general partnership
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Partners
By: BIRTCHER LIMITED,
a California limited partnership,
General Partner of Birtcher Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher Real
Estate Inc., General Partner of
Birtcher Limited
By: /s/ Robert M. Anderson
-----------------------------
Robert M. Anderson
Executive Director
BREICORP
Date: May 6, 1998
By: LF Special Fund I, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation,
General Partner of LF Special Fund I, L.P.
By: /s/ Brent R. Donaldson
------------------------------
Brent R. Donaldson
President
Liquidity Fund Asset Management, Inc.
Date: May 6, 1998
EXHIBIT 99.1
BIRTCHER/LIQUIDITY PROPERTIES
27611 La Paz Road
Laguna Niguel, California 96656
May 6, 1998
Dear Limited Partner:
Birtcher/Liquidity Properties (the "General Partner") has become aware
that Grape Investors, LLC ("Grape") has recently sent an unsolicited tender
offer to the limited partners of Damson/Birtcher Realty Income Fund-II, L.P.
(the "Partnership") to purchase approximately 10% of the Partnership's
outstanding limited partnership interests for approximately $450 per $1,000 of
original subscription amount (the "Offer"), reduced by any transfer fees and any
Partnership distributions made to you after February 28, 1998.
The General Partner recommends that you reject the Offer. The General
Partner believes that each limited partner should be aware of the factors listed
below in making a decision whether to tender to Grape. The factors that the
General Partner believes to be significant are:
o On April 30, 1998, the General Partner accepted an offer to
purchase all of the Partnership's Properties for $33,680,000 (the
"Purchase Offer"),
Limited Partner
May 6, 1998
Page 2
an amount greater than the most recent appraised value of the
properties and more than the high end of the range previously
discussed in the 1997 Consent Solicitation. The Purchase Offer
anticipates closing in approximately 60-90 days, and is subject
to certain customary contingencies, including due diligence
review by the purchaser and negotiation of a definitive purchase
and sale agreement. Although there can be no assurance that the
proposed sale of the properties will be completed, if the sale is
completed at the stated price, the limited partners will receive
total aggregate sales proceeds of approximately $550 per $1,000
originally invested in the Partnership. Grape's offer is for
approximately $450 per $1,000 originally invested, reduced by any
transfer fees and any Partnership distributions made after
February 28, 1998. In addition to the recent Purchase Offer, the
General Partner has received several other indications of
interest from prospective purchasers to acquire all of the
Partnership's remaining properties in a single transaction. The
indications of interest all value
Limited Partner
May 6, 1998
Page 3
the Partnership's properties on a collective basis at the high
end of the range that the General Partner previously discussed in
the February 18, 1997 Consent Solicitation.
o If you tender to Grape, Grape and not you will receive the
proceeds from any sale of the Partnership's properties pursuant
to the Purchase Offer or other indications of interest or any
distributions from operations pending completion of the sale.
o The General Partner's estimates are based upon a variety of
assumptions that are subject to significant uncertainties and
contingencies. Such estimates are inherently imprecise and there
can be no assurance they can be realized. There can be no
assurance as to when or at what price properties will be sold.
o In the event the properties are not sold pursuant to the Purchase
Offer, the timing of property sales and distributions of sale
proceeds are and will be
Limited Partner
May 6, 1998
Page 4
determined solely by the General Partner. Accordingly, limited
partners who do not accept the Offer may not receive any
distribution of sale proceeds for a significant period of time
following the Offer.
o The General Partner's estimate of sales proceeds
from the Purchase Offer does not take into account
Partnership cash reserves, operating expenses or
net income or net loss of the Partnership for any
period prior to the time the remaining properties
are sold, which could affect the amount of sales
proceeds available for distribution. Therefore,
the actual proceeds to be received by the limited
partners may vary materially, up or down, from the
estimate.
o The Offer price of approximately $450 per $1,000 of original
investment is below the price of recent bid prices and trade
prices on the secondary market for limited partnership interests
and, presumably, do not take into account the Purchase Offer,
which was only recently agreed to. Limited partners
Limited Partner
May 6, 1998
Page 5
seeking immediate cash for their interests should check the
secondary market prior to making any decision to tender. Please
keep in mind that the secondary market itself is an inefficient
market that the General Partner does not believe has generally
reflected the true value of Partnership interests. Please also
keep in mind that the secondary market may not be able to
accommodate substantial sales of limited partnership interests
over a short period of time at current prevailing prices.
o The Offer was not discussed with, and is not sponsored or
endorsed by, the General Partner. The General Partner did not
negotiate on behalf of the limited partners.
In light of the factors discussed above, the General Partner recommends
that you reject the Offer.
Limited Partner
May 6, 1998
Page 6
If you have any questions about the Offer that you want to address to
the General Partner, please call EquiNet Fund Administrators at 888-387-5387.
Very truly yours,
BIRTCHER/LIQUIDITY PROPERTIES
<PAGE>
723034.1
EXHIBIT 9(a)(2)
As filed with the Securities and Exchange Commission on May 19, 1998
Commission File No. 0-13563
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A1
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to
SECTION 14(d)(4) of
THE SECURITIES EXCHANGE ACT OF 1934
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Subject Company)
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
David Wohlberg, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 14D-9 Solicitation/Recommendation
Statement (this "Amendment") relates to the limited partnership interests
("Interests") of Damson/Birtcher Realty Income Fund-II, a Delaware Limited
Partnership (the "Partnership"). The Interest are the subject of a tender offer
by Grape Investors, LLC, a Delaware Limited Liability Company ("Grape
Investors"). The Partnership's Schedule 14D-9 Solicitation/Recommendation
Statement is amended as set forth in this Amendment.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended as follows:
(b) The Partnership's previous recommendation that limited partners
reject Grape Investors' tender offer was based on the factors set forth in the
Partnership's letter to limited partners dated May 6, 1998 attached as an
exhibit to the Solicitation/Recommendation Statement. In a supplemental letter
to limited partners dated May 19, 1998, a copy of which is attached as an
exhibit hereto and incorporated herein by reference, the Partnership elaborates
on its previous recommendation and provides some additional information
regarding the recent proposal from an unaffiliated third party to purchase all
of the Partnership's properties.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) 99.2 Supplemental letter dated May 19, 1998 to the limited
partners of the Partnership.
3
Signature, After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DAMSON/BIRTCHER REALTY INCOME FUND II,
a Delaware limited partnership
By: BIRTCHER/LIQUIDITY PROPERTIES
General Partner
Damson/Birtcher Realty Income Fund II
By: BIRTCHER INVESTORS,
a California general partnership
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Partners
By: BIRTCHER LIMITED,
a California limited partnership,
General Partner of Birtcher Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher Real
Estate Inc., General Partner of
Birtcher Limited
By: /s/ Robert M. Anderson
-----------------------------
Robert M. Anderson
Executive Director
BREICORP
Date: May 19, 1998
By: LF Special Fund I, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation,
General Partner of LF Special Fund I, L.P.
By: /s/ Brent R. Donaldson
------------------------------
Brent R. Donaldson
President
Liquidity Fund Asset Management, Inc.
Date: May 19, 1998
EXHIBIT 99.2
BIRTCHER/LIQUIDITY PROPERTIES
27611 LA PAZ ROAD
LAGUNA NIGUEL, CALIFORNIA 96656
May 19, 1998
Dear Limited Partner:
In April of this year, Grape Investors, LLC ("Grape") sent an unsolicited
tender offer to the limited partners of Damson/Birtcher Realty Income Fund-II,
L.P. (the "Partnership") to purchase approximately 10% of the Partnership's
outstanding limited partnership interests for approximately $450 per $1,000 of
original subscription amount (the "Offer"), reduced by any Partnership
distributions made to the limited partners after February 28, 1998.
In its letter, dated May 6, 1998 to the limited partners,
Birtcher/Liquidity Properties (the "General Partner") recommended that limited
partners reject the Offer for the reasons stated in its letter. This letter
supplements the General partner's May 6 letter and should be read in conjunction
with that letter.
In making a decision whether to tender to Grape, please consider the
following additional information about the recent offer to purchase all of the
Partnership's Properties for $33,680,000 (the "Purchase Offer") described in the
General Partner's May 6 letter.
o If the sale is completed at the stated price, the General Partner
estimates that the limited partners will receive aggregate sales
proceeds totalling approximately $640 per $1,000 originally invested in
the Partnership (not $550, as previously stated).
o The prospective purchaser (the "Purchaser") is Abbey Investments, Inc.,
an affiliate of The Abbey Company is a Southern California-based real
estate operating company founded in 1990. The Purchaser is not
affiliated in any way with the partnership or the General Partner, or
any of the General Partner's principals or affiliates.
o The Purchaser currently does not own or operate real property outside of
Southern California. Therefore, it is seeking to negotiate a property
management agreement with Birtcher to manage the properties after
closing.
The Purchase Offer is subject to the following conditions:
o Completion and approval by the Purchaser of Phase I
environmental reports for each property;
o Physical and engineering inspection of each property;
o The Purchaser's approval of title reports and underlying documents;
and
o Receipt, review and approval by the Purchaser of operating documents,
including leases, rental agreements and contracts, notes and trust
deeds, inventories of personal property to remain at the properties,
utility and other operating expense hills, property tax bills, and
plans and specifications for each property.
As stated in the General Partner's May 6 letter, there can be no assurance
that these conditions can be satisfied or that the proposal sale of the
properties will be completed at the stated price or otherwise. If, however, the
sale is completed at the stated price, the General Partner estimates that the
limited partners will receive aggregate sales proceeds totalling approximately
$640 per $1,000 originally invested in the Partnership. Grape's offer, as you
know, is $450 per $1,000 invested, reduced by any Partnership distributions you
receive after February 28, 1998.
If you have any questions that you wish to address to the General Partner,
please call EquiNet Fund Administrators at 888-387-5387.
Very truly yours,
BIRTCHER/LIQUIDITY PROPERTIES
