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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JACQUES-MILLER INCOME FUND, L.P.-II
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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Patrick Foye
Executive Vice President
AIMCO-GP, Inc.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
(303) 754-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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CALCULATION OF FILING FEE
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Transaction Valuation*: $294,500 Amount of Filing Fee: $58.90
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* For purposes of calculating the fee only. This amount assumes the purchase of
3,100 units of limited partnership interest ("Units") of the subject partnership
for $95 per Unit. The amount of the filing fee, calculated in accordance with
Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidders.
(cover page 1 of 2)
<PAGE>
(cover page 2 of 2)
[ ] 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.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
<PAGE>
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CUSIP No. NONE 14D-1 AND 13D/A Page 3
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
AIMCO PROPERTIES, L.P.
84-1275621
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row 7
N/A
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10. Type of Reporting Person
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PN
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<PAGE>
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
APARTMENT INVESTEMENT AND MANAGEMENT COMPANY
84-1259577
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
N/A
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Maryland
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
None
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10. Type of Reporting Person
CO
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<PAGE>
SCHEDULE 14D-1
This Tender Offer Statement on Schedule 14D-1 (the "Statement") relates
to an Offer by AIMCO Properties, L.P. (the "Purchaser") originally made on April
1, 1999 for 607.5 Units (as hereinafter defined) for $76 per Unit in cash, which
offer was supplemented April 21, 1999 to increase the per Unit consideration to
$95 and to extend the expiration date. In light of the number of Units tendered,
the Purchaser is further amending the offer to increase the number of Units
being sought to 3,100 Units which represents 25% of the total Units. As a
result, the Purchaser is required to file the Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Jacques-Miller Income Fund
L.P.-II, a Delaware limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is 102 Woodmont Boulevard, Suite 420,
Nashville, Tennessee.
(b) This Statement relates to an offer by AIMCO Properties, L.P., a
Delaware limited partnership (the "Purchaser"), to purchase up to 3,100 of the
outstanding units of limited partnership interest ("Units") of the Partnership
at a purchase price of $95 per Unit, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated April 1,
1999, as supplemented don April 21, 1999 and as further supplemented on May 11,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"), copies of which are filed as Exhibits (a)(1), (a)(2), (a)(3) and
(a)(2) hereto, respectively. The information set forth in the Offer to Purchase
under "Introduction" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Annex I is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser and AIMCO
(collectively, the "Bidders"). The information set forth in the Offer to
Purchase under "Introduction," in Section 8 ("Certain Information Concerning Us
and Certain of Our Affiliates") and in Schedule 1 to the Offer to Purchase is
incorporated herein by reference.
(e)-(f) During the last five years, none of the Bidders nor, to the
best of their knowledge, any of the persons listed in Schedules I to the Offer
to Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of or prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," and in Section 10 ("Conflicts of Interest and Transactions with
Affiliates") is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 13 ("Sources of Funds") is
incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(b), (e) The information set forth in the Offer to Purchase
under "Introduction" and in Section 11 ("Future Plans of the Purchaser")
is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 8
("Future Plans of the Purchaser"), in Section 10 ("Conflicts of Interest and
Transactions with Affiliates") and in Section 12 ("Certain Information
Concerning Your Partnership") is incorporated herein by reference.
(d) Not applicable.
(f)-(g) The information set forth in the Offer to Purchase in Section 7
("Effects of the Offer") is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," and in Section 11 ("Certain Information Concerning the
Purchaser") is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Offer to Purchase under
"Introduction," in Section 7 ("Effects of the Offer"), Section 10 ("Conflicts of
Interest and Transactions with Affiliates"), Section 11 ("Certain Information
Concerning the Purchaser") and Section 12 ("Certain Information Concerning Your
Partnership ") is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Offer to Purchase under "Introduction"
and in Section 17 ("Fees and Expenses") is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Schedule 1 to the Offer to Purchase is
incorporated herein by reference. In addition, the following are expressly
incorporated in this Statement by reference: (i) the audited financial
statements of the Purchaser set forth at Part I-Item 8 of the Purchaser's Annual
Report on Form 10-K for the year ended December 31, 1998, which is on file with
the Commission; and (ii) the audited financial statements of AIMCO set forth at
Part I-Item 8 of AIMCO's Annual Report on Form 10-K for the year ended December
31, 1998, which is on file with the Commission.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(d) The information set forth in the Offer to Purchase in Section
16 ("Certain Legal Matters") is incorporated herein by reference.
(e) None.
(f) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1), (a)(2),
(a)(3) and (a)(4) hereto, respectively, is incorporated herein by reference in
its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated April 1, 1999.
(a)(2) Supplement No. 1 to Offer to Purchase, dated April 21, 1999.
(a)(3) Supplement No. 2 to Offer to Purchase, dated May 11, 1999.
(a)(4) Letter of Transmittal and Related Instructions.
(a)(5) Cover Letter, dated April 1, 1999, from the Purchaser to the
Limited Partners of the Partnership.
(a)(6) Press Release dated May 10, 1999
<PAGE>
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.
Dated: May 11, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
By: Patrick J. Foye
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: Patrick J. Foye
Patrick J. Foye
Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase, dated April 1, 1999.
(a)(2) Supplement No. 1 to Offer to Purchase, dated April 21, 1999.
(a)(3) Supplement No. 2 to Offer to Purchase, dated May 11, 1999.
(a)(4) Letter of Transmittal and Related Instructions.
(a)(5) Cover Letter, dated April 1, 1999, from the Purchaser to the
Limited Partners of the Partnership.
(a)(6) Press Release dated May 10, 1999.
Offer to Purchase
AIMCO Properties, L.P.
is offering to purchase up to 607.5 limited partnership interests in
Jacques-Miller Income Fund L.P.-II
for $76.00 in cash
Our offer price will be reduced for any distributions
subsequently made by your partnership(s) prior to the
expiration of our offer.
Our offer and your withdrawal rights will expire at
5:00 p.m., New York City time, on April 30, 1999,
unless we extend the deadline.
Our offer is not subject to any minimum number of
units being tendered.
You will not pay any fees or commissions if you
tender your units.
See "Risk Factors" beginning on page 1 of this offer to purchase for a
description of risk factors that you should consider in connection with our
offer, including the following:
o We determined the offer price of $76.00 per unit without any
arms-length negotiations. Accordingly, our offer price may not reflect
the fair market value of your units.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o Your partnership's general partner is controlled by an affiliate of
ours and, therefore, the general partner has substantial conflicts of
interest with respect to our offer.
o We are making this offer with a view to making a profit, and there is
a conflict between our desire to purchase your units at a low price
and your desire to sell your units at a high price.
o It is possible that we may conduct a subsequent offer at a higher or
lower price.
If you desire to tender a unit, you should complete and sign 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 River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
offer to purchase. Questions and requests for assistance or for additional
copies of this offer to purchase or the letter of transmittal may also be
directed to the Information Agent at (888) 349-2005.
April 1, 1999
<PAGE>
TABLE OF CONTENTS
INTRODUCTION...................................................................1
RISK FACTORS...................................................................1
Conflicts of Interest with Respect to the Offer; No General Partner
Recommendation............................................................1
No Third Party Valuation or Appraisal; No Arms-Length Negotiation.........2
No Fairness Opinion From a Third Party....................................2
Offer Price May Not Represent Fair Market Value...........................2
Offer Price Based on Our Estimate of Liquidation Proceeds.................2
Offer Price May Not Represent Liquidation Value...........................2
Continuation of the Partnership; Payment of Notes.........................2
Retaining Units May Result in Greater Future Value........................2
Possible Subsequent Offer at a Higher or Lower Price......................3
Recognition of Taxable Gain on a Sale of Your Units.......................3
Loss of Future Distributions from Your Units..............................3
THE OFFER......................................................................3
Section 1. Terms of the Offer; Expiration Date..........................3
Section 2. Acceptance for Payment and Payment for Units.................4
Section 3. Procedure for Tendering Units................................4
Section 4. Limited Withdrawal Rights....................................6
Section 5. Extension of Tender Period; Termination; Amendment...........6
Section 6. Certain Federal Income Tax Matters...........................7
Section 7. Effects of the Offer.........................................9
Section 8. Information Concerning Us and Certain of Our Affiliates.....10
Section 9. Position of the General Partner of Your Partnership With
Respect to the Offer.....................................................10
Section 10. Conflicts of Interest.......................................11
Section 11. Future Plans of the Purchaser...............................11
Section 12. Certain Information Concerning Your Partnership.............12
Section 13. Source of Funds.............................................12
Section 14. Dissenters' Rights..........................................12
Section 15. Conditions of the Offer.....................................12
Section 16. Certain Legal Matters.......................................14
Section 17. Fees and Expenses...........................................14
ANNEX I -- VALUATION OF UNITS................................................I-1
ANNEX II -- YOUR PARTNERSHIP................................................II-1
ANNEX III -- OFFICERS AND DIRECTORS........................................III-1
<PAGE>
INTRODUCTION
We are offering to purchase up to 607.5 (4.9%) of the outstanding units of
limited partnership interest in your partnership for the cash price per unit set
forth on the cover page of this offer to purchase. Our offer is net to the
seller in cash, without interest, less the amount of distributions, if any, made
by your partnership in respect of any unit from the date hereof until the
expiration date. Our offer is made upon the terms and subject to the conditions
set forth in this offer to purchase and in the accompanying letter of
transmittal. If tenders for more than 607.5 units are received, we will accept
607.5 units on a pro rata basis, subject to the terms and conditions set forth
in this offer.
If you tender your units in response to our offer, and your tender is
accepted, you will not be obligated to pay any commissions or partnership
transfer fees (except as set forth in Instruction 8 to the letter of
transmittal). We have retained River Oaks Partnership Services, Inc. to act as
the Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of units being tendered. However, certain
other conditions do apply. See "The Offer - Section 15." You may tender all or
any portion of the units that you own. Under no circumstances will we be
required to accept any unit if the transfer of that unit to us would be
prohibited by the agreement of limited partnership of your partnership.
Our offer will expire at 5:00 P.M., New York City time, on April 30, 1999,
unless extended. If you desire to accept our offer, you must complete and sign
the letter of transmittal in accordance with the instructions contained therein
and forward or hand deliver it, together with any other required documents, to
the Information Agent, either with your units to be tendered or in compliance
with the specified procedures for guaranteed delivery of units. You may withdraw
your tender of units pursuant to the offer at any time prior to the expiration
date of our offer.
We are AIMCO Properties, L.P., a Delaware limited partnership. Together
with our subsidiaries, we conduct substantially all of the operations of
Apartment Investment and Management Company, a Maryland corporation ("AIMCO").
AIMCO is a self-administered and self-managed real estate investment trust
engaged in the ownership, acquisition, development, expansion and management of
multifamily apartment property. As of December 31, 1998, AIMCO owned or managed
379,363 apartment units in 2,147 property located in 49 states, the District of
Columbia and Puerto Rico. AIMCO's Class A Common Stock is listed and traded on
the New York Stock Exchange under the symbol "AIV."
RISK FACTORS
Before deciding whether or not to tender any of your units, you should
consider carefully the following risks and disadvantages of the offer:
Conflicts of Interest with Respect to the Offer; No Partner Recommendation
The general partner of your partnership is controlled by us and, therefore,
has substantial conflicts of interest with respect to our offer. We are making
this offer with a view to making a profit. There is a conflict between our
desire to purchase your units at a low price and your desire to sell your units
at a high price. We determined our offer price without negotiation with any
other party, including any general or limited partner. For a description of how
we determined our offer price, see Annex I to this offer to purchase. Since our
affiliates receive fees for managing your partnership, a conflict of interest
exists between our continuing the partnership and receiving such fees, and the
liquidation of the partnership and the termination of such fees. Another
conflict is the fact that a decision of the limited partners of your partnership
to remove, for any reason, the general partner of your partnership would result
in a decrease or elimination of the substantial fees paid to them for services
provided to your partnership. Because of our affiliation with the general
partner of your partnership, the general partner has advised us that it makes no
recommendation to you as to whether you should tender your units.
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<PAGE>
No Third Party Valuation or Appraisal; No Arms-Length Negotiation
We did not base our valuation of the notes owned by your partnership on any
independent valuation including a third-party appraisal or valuation of the
properties owned by the makers of the notes. We established the terms of our
offer without any arms-length negotiation. The terms of the offer could differ
if they were subject to independent third party negotiations. It is uncertain
whether our offer price reflects the value which would be realized upon a sale
of your units to a third party.
No Fairness Opinion From a Third Party
We did not obtain an opinion from a third party that our offer price is
fair from a financial point of view.
Offer Price May Not Represent Fair Market Value
There is no established or regular trading market for your units, nor is
there another reliable standard for determining the fair market value of the
units. Our offer price does not necessarily reflect the price that you would
receive in an open market for your units. Such prices could be higher or lower
than our offer price.
Offer Price Based on Our Estimate of Liquidation Proceeds
While actual proceeds obtained from a liquidation are highly uncertain, we
believe that the offer price represents only the amount you would receive if
your partnership was liquidated on a prompt basis. See Annex I. Other methods of
valuing your units could result in a higher valuation.
Offer Price May Not Represent Liquidation Value
We are not proposing to try to liquidate your partnership or sell its
assets. An arms-length sale of such assets may be a better way to determine the
true value of the notes, rather than the methods we chose. The sale of the notes
and the liquidation of a partnership might result in greater cash proceeds to
you than our offer. However, there is no present intention to liquidate your
partnership.
Continuation of the Partnership; Payment of Notes
The general partner of your partnership is proposing to continue to operate
your partnership and not to attempt to liquidate it at the present time. Thus,
our offer does not satisfy any expectation that you would receive the return of
your investment in the partnership through a sale of its assets. It is not known
when or, if the notes will be satisfied. Each of the four notes held by your
partnership is currently in default. In addition, the notes are unsecured and
subordinate to the mortgage notes encumbering the property held by each maker of
a note. Your partnership has agreed to accept a $70,000 payment in full
satisfaction of one of its notes, which payment is to be made in April 1999.
Your partnership is currently seeking payment on the remaining three notes.
There can be no assurance as to whether the $70,000 payment or the remaining
notes will be satisfied in full.
Retaining Units May Result in Greater Future Value
You might receive more cash consideration if you do not tender your units
and, instead, continue to hold your units and ultimately receive proceeds from a
future liquidation of your partnership.
2
<PAGE>
Possible Subsequent Offer at a Higher or Lower Price
It is possible that we may conduct a subsequent offer at a higher or lower
price. Such a decision will depend, among other things, on the performance of
the partnership, prevailing economic conditions, and our interest in acquiring
additional limited partnership interests.
Recognition of Taxable Gain on a Sale of Your Units
Your sale of units for cash will be a taxable sale, with the result that
you will recognize gain or loss measured by the difference between the amount
realized on the sale and your adjusted tax basis in the units of limited
partnership interest of your partnership you transfer to us. The particular tax
consequences for you of our offer will depend upon a number of factors related
to your tax situation, including your tax basis in your units of limited
partnership interest of your partnership you transfer to us, whether you dispose
of all of your units and whether you are no longer subject to the "passive loss"
rules with respect to your partnership. Because the income tax consequences of
tendering units will not be the same for everyone, you should consult your own
tax advisor with specific reference to your own tax situation.
Loss of Future Distributions from Your Units
If you tender your units in response to our offer, you will transfer to us
all right, title and interest in and to all of the units we accept, and the
right to receive all distributions in respect of such units on and after the
date on which we accept such units for purchase. Accordingly, for any units that
we acquire from you, you will not receive any future distributions from payments
on the notes, including the anticipated $70,000 payment in April 1999.
THE OFFER
Section 1. Terms of the Offer; Expiration Date
Upon the terms and subject to the conditions of the offer, we will accept
(and thereby purchase) up to 607.5 (4.9%) of the units that are validly tendered
on or prior to the expiration date and not withdrawn in accordance with the
procedures set forth in "The Offer - Section 4." For purposes of the offer, the
term "expiration date" shall mean 5:00 p.m., New York City time, on April 30,
1999, unless we in our sole discretion shall have extended the period of time
for which the offer is open, in which event the term "expiration date" shall
mean the latest time and date on which the offer, as extended by us, shall
expire. See "The Offer - Section 5" for a description of our right to extend the
period of time during which the offer is open and to amend or terminate the
offer.
In the event that the offer is oversubscribed and more than 607.5 units are
validly tendered and not withdrawn on or prior to the expiration date, we will
accept for payment, upon the terms and subject to the conditions of this offer,
units so tendered on a pro rata basis according to the number of units validly
tendered by each limited partner and not properly withdrawn on or prior to the
expiration date, with appropriate adjustments to avoid purchases of fractional
Units. If the number of units validly tendered and not properly withdrawn on or
prior to the expiration date is less than or equal to 607.5 units, we will
purchase all units so tendered and not withdrawn, upon the terms and subject to
the conditions of this offer. If less than all of the units owned by you are
accepted for purchase as a result of the foregoing, you will remain a limited
partner of the Partnership to the extent of the units not purchased.
If proration of tendered units is required, then, subject to applicable
law, we intend to pay for any units accepted for payment pursuant to the Offer
at such time as the final proration results are known. Notwithstanding any such
delay in payment, no interest will be paid on the Purchase Price.
If, prior to the expiration date, we increase the consideration offered to
limited partners pursuant to the offer, the increased consideration will be paid
for all units accepted for payment pursuant to the offer, whether or not the
units were tendered prior to the increase in consideration.
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The offer is conditioned on satisfaction of certain conditions. The offer
is not conditioned upon any minimum amount of units being tendered. See "The
Offer - Section 15," which sets forth in full the conditions of the offer. We
reserve the right (but in no event shall we be obligated), in our reasonable
discretion, to waive any or all of those conditions. If, on or prior to the
expiration date, any or all of the conditions have not been satisfied or waived,
we reserve the right to (i) decline to purchase any of the units tendered,
terminate the offer and return all tendered units to tendering limited partners,
(ii) waive all the unsatisfied conditions and purchase all units validly
tendered up to the maximum number of units, (iii) extend the offer and, subject
to the right of limited partners to withdraw units until the expiration date,
retain the units that have been tendered during the period or periods for which
the offer is extended, or (iv) amend the offer. For administrative purposes, the
transfer of units will be effective January 1, 1999.
Section 2. Acceptance for Payment and Payment for Units
Upon the terms and subject to the conditions of the offer, we will
purchase, by accepting for payment, and will pay for, all units validly tendered
(subject to a maximum of 607.5 units) as promptly as practicable following the
expiration date. A tendering beneficial owner of units whose units are owned of
record by an Individual Retirement Account or other qualified plan will not
receive direct payment of the offer price; rather, payment will be made to the
custodian of such account or plan. In all cases, payment for units purchased
pursuant to the offer will be made only after timely receipt by the Information
Agent of a properly completed and duly executed letter of transmittal and other
documents required by the letter of transmittal. See "The Offer - Section 3."
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE BY REASON OF ANY
DELAY IN MAKING SUCH PAYMENT.
For purposes of the offer, we will be deemed to have accepted for payment
pursuant to the offer, and thereby purchased, validly tendered units, if, as and
when we give verbal or written notice to the Information Agent of our acceptance
of those units for payment pursuant to the offer. Payment for units accepted for
payment pursuant to the offer will be made through the Information Agent, which
will act as agent for tendering limited partners for the purpose of receiving
cash payments from us and transmitting cash payments to tendering limited
partners.
If any tendered units are not accepted for payment by us for any reason,
the letter of transmittal with respect to such units not purchased may be
destroyed by us or the Information Agent. If, for any reason, acceptance for
payment of, or payment for, any units tendered pursuant to the offer is delayed
or we are unable to accept for payment, purchase or pay for units tendered
pursuant to the offer, then, without prejudice to our rights under "The Offer -
Section 15," the Information Agent may, nevertheless, on our behalf retain
tendered units, and those units may not be withdrawn except to the extent that
the tendering limited partners are entitled to withdrawal rights as described in
"The Offer - Section 4"; subject, however, to our obligation under Rule 14e-1(c)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
pay you the offer price in respect of units tendered or return those units
promptly after termination or withdrawal of the offer.
We reserve the right to transfer or assign, in whole or in part, to one or
more of our affiliates, the right to purchase units tendered pursuant to the
offer, but no such transfer or assignment will relieve us of our obligations
under the offer or prejudice your rights to receive payment for units validly
tendered and accepted for payment pursuant to the offer.
Section 3. Procedure for Tendering Units
Valid Tender. To validly tender units pursuant to the offer, a properly
completed and duly executed letter of transmittal and any other documents
required by such letter of transmittal must be received by the Information
Agent, at one of its addresses set forth on the back cover of this offer to
purchase, on or prior to the expiration date. You may tender all or any portion
of your units. No alternative, conditional or contingent tenders will be
accepted.
Signature Requirements. If the letter of transmittal is signed by the
registered holder of a unit and payment is to be made directly to that holder,
then no signature guarantee is required on the letter of transmittal. Similarly,
if a unit is tendered for the account of a member firm of a registered national
securities exchange, a member 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"), no signature
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<PAGE>
guarantee is required on the letter of transmittal. However, in all other cases,
all signatures on the letter of transmittal must be guaranteed by an Eligible
Institution.
In order for you to tender in the offer, your units must be validly
tendered and not withdrawn on or prior to the expiration date.
The method of delivery of the letter of transmittal and all other required
documents is at your option and risk and delivery will be deemed made only when
actually received by the Information Agent. If delivery is by mail, registered
mail with return receipt requested is recommended. In all cases, sufficient time
should be allowed to assure timely delivery.
Appointment as Proxy. By executing the letter of transmittal, you are
irrevocably appointing us and our designees as your proxy, in the manner set
forth in the letter of transmittal, each with full power of substitution, to the
fullest extent of the your rights with respect to the units tendered by and
accepted for payment by you. Each such proxy shall be considered coupled with an
interest in the tendered units. Such appointment will be effective when, and
only to the extent that, we accept the tendered unit for payment. Upon such
acceptance for payment, all prior proxies given by you with respect to the units
will, without further action, be revoked, and no subsequent proxies may be given
(and if given will not be effective). We and our designees will, as to those
units, be empowered to exercise all voting and other rights as a limited partner
as we, in our sole discretion, may deem proper at any meeting of limited
partners, by written consent or otherwise. We reserve the right to require that,
in order for units to be deemed validly tendered, immediately upon our
acceptance for payment for the units, we must be able to exercise full voting
rights with respect to the units, including voting at any meeting of limited
partners then scheduled or acting by written consent without a meeting. By
executing the letter of transmittal, you agree to execute all such documents and
take such other actions as shall be reasonably required to enable the units
tendered to be voted in accordance with out directions. The proxy and power of
attorney granted by you to us upon your execution of the letter of transmittal
will remain effective and be irrevocable for a period of ten years following the
termination of our offer.
Assignment of Interest in Future Distributions. By executing the letter
of transmittal, you will irrevocably assign to us and our assigns all of your
right, title and interest in and to any and all distributions made by your
partnership from any source and of any nature, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up, or dissolution, payments in
settlement of existing or future litigation, and all other distributions and
payments from and after the expiration date of our offer, in respect of the
units tendered by you and accepted for payment and thereby purchased by us. If,
after the unit is accepted for payment and purchased by us, you receive any
distribution from any source and of any nature, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up or dissolution, payments in
settlement of existing or future litigation and all other distributions and
payments, from your partnership in respect of such unit, you will agree to
forward promptly such distribution to us.
Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of units pursuant to our offer will be determined by us, in our reasonable
discretion, which determination shall be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of any particular unit
determined by us not to be in proper form or if the acceptance of or payment for
that unit may, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive or amend any of the conditions of the offer that we are
legally permitted to waive as to the tender of any particular unit and to waive
any defect or irregularity in any tender with respect to any particular unit of
any particular limited partner. Our interpretation of the terms and conditions
of the offer (including the letter of transmittal) will be final and binding on
all parties. No tender of units will be deemed to have been validly made unless
and until all defects and irregularities have been cured or waived. Neither us,
the Information Agent, nor any other person will be under any duty to give
notification of any defects or irregularities in the tender of any unit or will
incur any liability for failure to give any such notification.
Backup Federal Income Tax Withholding. To prevent the possible application
of back-up Federal income tax withholding of 31% with respect to payment of the
offer price, you must provide us with your correct taxpayer identification
number. See the instructions to the letter of transmittal and "The Offer
Section 6."
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FIRPTA Withholding. To prevent the withholding of Federal income tax in an
amount equal to 10% of the amount realized on the disposition (the amount
realized is generally the offer price plus the partnership liabilities allocable
to each unit purchased), you must certify that the you are not a foreign person
if you tender units. See the instructions to the letter of transmittal and "The
Offer - Section 6."
A tender of a unit pursuant to any of the procedures described above and
the acceptance for payment of such unit will constitute a binding agreement
between the tendering unitholder and us on the terms set forth in this offer to
purchase and the related letter of transmittal.
Section 4. Limited Withdrawal Rights
A tender of a unit pursuant to our offer is irrevocable, except that units
tendered pursuant to our offer may be withdrawn at any time until 5:00 p.m., New
York City time, on the expiration date of our offer.
For a withdrawal to be effective, a written notice of withdrawal must be
timely received by the Information Agent at one of its addresses set forth on
the back cover of the offer to purchase. Any such notice of withdrawal must
specify the name of the person who tendered, the number of units to be withdrawn
and the name of the registered holder of such units, if different from the
person who tendered. In addition, the notice of withdrawal must be signed by the
person(s) who signed the letter of transmittal in the same manner as the letter
of transmittal was signed.
If purchase of, or payment for, a unit is delayed for any reason, or if we
are unable to purchase or pay for a unit for any reason, then, without prejudice
to our rights under the offer, tendered units may be retained by the Information
Agent and may not be withdrawn, except to the extent that tendering limited
partners are entitled to withdrawal rights as set forth in this Section 4;
subject, however, to our obligation, pursuant to Rule 14e-1(c) under the
Securities Exchange Act of 1934, to pay the offer price in respect of units
tendered or return those units promptly after termination or withdrawal of our
offer.
Any units properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of our offer. However, withdrawn units may be
re-tendered at any time prior to the expiration date by following the procedures
described in "The Offer - Section 3."
All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by us in our reasonable discretion,
which determination shall be final and binding on all parties. Neither we, the
Information Agent, nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
Section 5. Extension of Tender Period; Termination; Amendment
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, (i) to extend the period of time during which our offer
is open and thereby delay acceptance for payment of, and the payment for, any
unit, (ii) to terminate our offer and not accept for payment any units not
theretofore accepted for payment or paid for, (iii) upon the occurrence of any
of the conditions specified in "The Offer - Section 15," to delay the acceptance
for payment of, or payment for, any units not already accepted for payment or
paid for, and (iv) to amend our offer in any respect (including, without
limitation, by increasing the consideration offered, increasing or decreasing
the units being sought, or both). Notice of any such extension, termination or
amendment will promptly be disseminated to you in a manner reasonably designed
to inform you of such change. In the case of an extension of the offer, the
extension will be followed by a press release or public announcement which will
be issued no later than 9:00 a.m., New York City time, on the next business day
after the scheduled expiration date of our offer, in accordance with Rule
14e-1(d) under the Securities Exchange Act of 1934.
If we extend the offer, or if we delay payment for a unit (whether before
or after its acceptance for payment of a unit) or are unable to pay for a unit
pursuant to our offer for any reason, then, without prejudice to our rights
under the offer, the Information Agent may retain tendered units and those units
may not be withdrawn except to the extent tendering unitholders are entitled to
withdrawal rights as described in "The Offer - Section 4"; subject, however, to
our
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obligation, pursuant to Rule 14e-l(c) under the Securities Exchange Act of 1934,
to pay the offer price in respect of units tendered or return those units
promptly after termination or withdrawal of the offer.
If we make a material change in the terms of our offer, or if we waive a
material condition to our offer, we will extend the offer and disseminate
additional tender offer materials to the extent required by Rule 14e-1 under the
Securities Exchange Act of 1934. The minimum period during which the offer must
remain open following any material change in the terms of the offer, other than
a change in price or a change in percentage of securities sought or a change in
any dealer's soliciting fee, will depend upon the facts and circumstances,
including the materiality of the change. With respect to a change in price or,
subject to certain limitations, a change in the percentage of securities sought
or a change in any dealer's soliciting fee, a minimum of ten business days from
the date of such change is generally required to allow for adequate
dissemination to unitholders. Accordingly, if prior to the expiration date, we
increase (other than increases of not more than two percent of the outstanding
units) or decrease the number of units being sought, or increase or decrease the
offer price, and if the offer is scheduled to expire at any time earlier than
the tenth business day after the date that notice of such increase or decrease
is first published, sent or given to unitholders, the offer will be extended at
least until the expiration of such ten business days. As used in the offer to
purchase, "business day" means any day other than a Saturday, Sunday or a
Federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, New York City time.
Section 6. Certain Federal Income Tax Matters
The following summary is a general discussion of certain of the Federal
income tax consequences of the offer that may be relevant to unitholders who
tender some or all of their units for cash pursuant to our offer. This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), Treasury Regulations, rulings issued by the Internal
Revenue Service (the "IRS"), practice and procedures and judicial decisions, all
as of the date of this offer to purchase. All of the foregoing are subject to
change or alternative construction with possible retroactive effect, and any
such change or alternative construction could affect the continuing accuracy of
this summary. Such summary is based on the assumption that your partnership will
be operated in accordance with its certificate of limited partnership and
agreement of limited partnership. This summary is for general information only
and does not purport to discuss all aspects of Federal income taxation which may
be important to a particular person in light of its investment or tax
circumstances, or to certain types of investors subject to special tax rules
(including financial institutions, broker-dealers, insurance companies, and,
except to the extent discussed below, tax-exempt organizations and foreign
investors, as determined for United States Federal income tax purposes), nor
(except as otherwise expressly indicated) does it describe any aspect of state,
local, foreign or other tax laws. This summary assumes that the limited
partnership interests in your partnership represented by the units constitute
capital assets (generally, property held for investment). No advance ruling has
been or will be sought from the IRS regarding any matter discussed in this offer
to purchase. Further, no opinion of tax counsel has been obtained with regard to
the offer.
The Federal income tax treatment of a unitholder participating in the offer
depends in some instances on determinations of fact and interpretations of
complex provisions of Federal income tax law for which no clear precedent or
authority may be available. Accordingly, you should consult your tax advisor
regarding the Federal, state, local and foreign tax consequences of selling the
limited partnership interests in your partnership represented by units pursuant
to our offer or of a decision not to sell in light of your specific tax
situation.
Tax Consequences to Limited Partners Tendering Units. We believe, and
intend to take the position that, if you tender some or all of your units
pursuant to our offer, you will be treated for U.S. Federal income tax purposes
as having sold the limited partnership interests in your partnership represented
by such units to us and, accordingly, we will be treated as a partner in your
partnership. In general, you will recognize gain or loss on a sale of a unit of
limited partnership of your partnership pursuant to the offer equal to the
difference between (i) your "amount realized" on the sale and (ii) your adjusted
tax basis in the unit sold. The "amount realized" with respect to any units of
limited partnership of your partnership will be equal to the sum of the amount
of cash received by you for the unit sold pursuant to the offer plus the amount
of partnership liabilities allocable to the unit (as determined under Section
752 of the Internal Revenue Code). Thus, your tax liability resulting from a
sale of a unit of limited partnership of your partnership could exceed the cash
received upon such sale.
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Adjusted Tax Basis. If you acquired your units of limited partnership of
your partnership for cash, your initial tax basis in such units is generally
equal to the cash investment in your partnership increased by your share of
partnership liabilities at the time you acquired such units. Your initial tax
basis generally has been increased by (i) your share of partnership income and
gains, and (ii) any increases in your share of partnership liabilities, and has
been decreased (but not below zero) by (i) your share of partnership cash
distributions, (ii) any decreases in your share of partnership liabilities,
(iii) your share of partnership losses, and (iv) your share of nondeductible
partnership expenditures that are not chargeable to capital. For purposes of
determining your adjusted tax basis in units of limited partnership of your
partnership immediately prior to a disposition of your units, your adjusted tax
basis in your units will include your allocable share of partnership income,
gain or loss for the taxable year of disposition. If your adjusted tax basis is
less than your share of partnership liabilities (e.g., as a result of the effect
of net loss allocations and/or distributions exceeding the cost of your unit),
your gain recognized with respect to a unit of limited partnership of your
partnership pursuant to the offer will exceed the cash proceeds realized upon
the sale of such unit.
Character of Gain or Loss Recognized Pursuant to the Offer. Except as
described below, the gain or loss recognized by you on a sale of a unit of
limited partnership of your partnership pursuant to the offer generally will be
treated as a long-term capital gain or loss if you held the unit for more than
one year. Long-term capital gains recognized by individuals and certain other
noncorporate taxpayers generally will be subject to a maximum Federal income tax
rate of 20%. If the amount realized with respect to a unit of limited
partnership of your partnership attributable to your share of unrealized
receivables of your partnership exceeds the basis attributable to those assets,
such excess will be treated as ordinary income. Among other things, unrealized
receivables include depreciation recapture with respect to certain types of
property. In addition, the maximum Federal income tax rate applicable to persons
who are noncorporate taxpayers for net capital gains attributable to the sale of
depreciable real property (which may be determined to include an interest in a
partnership such as your units) held for more than one year is currently 25%
(rather than 20%) to the extent of previously claimed depreciation deductions
that would not be treated as "unrealized receivables."
If you tender a unit of limited partnership interest of your partnership in
the offer, you will be allocated a share of partnership taxable income or loss
for the year of tender with respect to any units sold. Thus, you will recognize
ordinary income or loss in an amount equal to the accreted income or loss
allocable to such units. You will not receive any future distributions on units
of limited partnership interest of your partnership tendered on or after the
date on which such units are accepted for purchase and, accordingly, you may not
receive any distributions with respect to such accreted income. Such allocation
and any partnership cash distributions to you for that year will affect your
adjusted tax basis in your unit of limited partnership interest of your
partnership and, therefore, the amount of your taxable gain or loss upon a sale
of a unit pursuant to the offer.
Passive Activity Losses. The passive activity loss rules of the Internal
Revenue Code limit the use of losses derived from passive activities, which
generally include investments in limited partnership interests such as the units
of limited partnership interest of your partnership. An individual, as well as
certain other types of investors, generally cannot use losses from passive
activities to offset nonpassive activity income received during the taxable
year. Passive losses that are disallowed for a particular tax year are
"suspended" and may be carried forward to offset passive activity income earned
in future taxable years. In addition, such suspended losses may be claimed as a
deduction, subject to other applicable limitations, upon a taxable disposition
of the investor's interest in such activity.
Accordingly, if your investment in your units is treated as a passive
activity, you may be able to shelter gain from the sale of your units of limited
partnership interest of your partnership pursuant to the offer with such losses
in the manner described below. If you sell all or a portion of your units of
limited partnership interest of your partnership pursuant to the offer and
recognize a gain on your sale, you will be entitled to use your current and
"suspended" passive activity losses (if any) from your partnership and other
passive sources to offset that gain. In general, if you sell all or a portion of
your units of limited partnership interest of your partnership pursuant to the
offer and recognize a loss on such sale, you will be entitled to deduct that
loss currently (subject to other applicable limitations) against the sum of your
passive activity income from your partnership for that year (if any) plus any
passive activity income from other sources for that year. If you sell all of
your units pursuant to the offer, the balance of any "suspended" losses that
were not otherwise utilized against passive activity income as described in the
two preceding sentences will no longer be suspended and will therefore be
deductible (subject to any other applicable limitations) by you against any
other income for that year, regardless of the character of that income.
Accordingly, you should consult your tax advisors concerning
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whether, and the extent to which, you have available "suspended" passive
activity losses from your partnership or other investments that may be used to
offset gain from the sale of units pursuant to the offer.
Information Reporting, Backup Withholding and FIRPTA. If you tender
any units, you must file an information statement with your Federal income tax
return for the year of the sale which provides the information specified in
Treasury Regulation Sec.1.751-1(a)(3). You also must notify your partnership of
the date of the transfer and the names, addresses and taxpayer identification
numbers of the transferor and transferee within 30 days of the date of the
transfer (or, if earlier, by January 15 of the following calendar year).
Unless you are a tax-exempt person, a corporation or a foreign person, if
you tender units, you may be subject to 31% backup withholding unless you
provide a taxpayer identification number ("TIN") and certify that the TIN is
correct or properly certify that you are awaiting a TIN. See the instructions to
the letter of transmittal.
On October 7, 1997, the United States Treasury Department issued final
Treasury regulations governing the procedures to be followed by a partnership in
complying with United States Federal withholding, backup withholding and
information reporting rules. The new regulations are generally effective for
payments made after December 31, 1999. You should consult your tax advisor
regarding the tax consequences, if any, of the new regulations.
Gain realized by a foreign person on the sale of a unit pursuant to the
offer will be subject to Federal income tax under the Foreign Investment in Real
Property Tax Act. Under these provisions of the Internal Revenue Code, the
transferee of an interest held by a foreign person in a partnership which owns
United States real property generally is required to deduct and withhold 10% of
the amount realized on the disposition. Amounts withheld would be creditable
against a foreign person's Federal income tax liability and, if in excess
thereof, a refund could be obtained from the Internal Revenue Service by filing
a U.S. income tax return. See the instructions to the letter of transmittal.
Section 7. Effects of the Offer
Future Control by AIMCO. Because the general partner of your partnership is
controlled by us, we have control over the management of your partnership. If we
acquire units in the offer, we will increase our ability to influence voting
decisions with respect to your partnership.
Distributions to Us. If we acquire units in the offer, we will participate
in any subsequent distributions to limited partners to the extent of the units
purchased.
Partnership Status. We believe our purchase of units should not adversely
affect the issue of whether any partnership is classified as a partnership for
Federal income tax purposes.
Business. Our offer will not affect the operation of your partnership. We
will continue to control the general partner of your partnership. Consummation
of the offer will not affect any agreement of limited partnership, the
operations of any partnership, the business and assets owned by any partnership,
the management compensation payable to the general partner or any other matter
relating to your partnership, except it would result in us increasing our
ownership of units. We will receive future distributions from your partnership
for any units we purchase.
Section 8. Information Concerning Us and Certain of Our Affiliates
We are AIMCO Properties, L.P., a Delaware limited partnership. Together
with our subsidiaries, we conduct substantially all of the operations of AIMCO.
AIMCO is a real estate investment trust that owns and manages multifamily
apartment property throughout the United States. Based on apartment unit data
compiled by the National Multi-Housing Council, we believe that, as of December
31, 1998, AIMCO was one of the largest owners and managers of multifamily
apartment property in the United States, with a total portfolio of 379,363
apartment units in 2,147 property located in 49 states, the District of Columbia
and Puerto Rico. AIMCO's Class A Common Stock is listed and traded on the New
York Stock Exchange under the symbol "AIV." As of December 31, 1998, AIMCO:
o owned or controlled 63,268 units in 243 apartment property;
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o held an equity interest in 170,061 units in 901 apartment property; and
o managed 146, 034 units in 1,003 apartment property for third party
owners and affiliates.
Our principal executive offices are located at 1873 South Bellaire Street,
Denver, Colorado 80222, and our telephone number is (303) 757-8101.
The names, positions and business addresses of the directors and executive
officers of AIMCO and our general partner as well as a biographical summary of
the experience of such persons for the past five years or more, are set forth on
Annex III attached hereto and are incorporated herein by reference.
We and AIMCO are both subject to the information and reporting requirements
of the Securities Exchange Act of 1934 and, in accordance therewith, file
reports and other information with the Securities and Exchange Commission
relating to our business, financial condition and other matters. Such reports
and other information may be inspected at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661;
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Room of the SEC in
Washington, D.C. at prescribed rates. The SEC also maintains a site on the World
Wide Web at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. In addition, information filed by AIMCO with the New York Stock
Exchange may be inspected at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
Except as described in Annex II, neither we nor, to the best of our
knowledge, any of the persons listed on Annex III attached hereto, (i)
beneficially own or have a right to acquire any units, (ii) have effected any
transaction in the units, or (iii) have any contract, arrangement, understanding
or relationship with any other person with respect to any securities of your
partnership, including, but not limited to, contracts, arrangements,
understandings or relationships concerning transfer or voting thereof, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies (except for
previous tender offers we may have conducted for units).
Section 9. Position of the General Partner of Your Partnership With Respect to
the Offer
We or AIMCO control the general partner of your partnership. Therefore, the
general partner of your partnership has substantial conflicts of interest with
regard to the offer and makes no recommendation as to whether you should tender
or refrain from tendering your units. You must make your own decision whether or
not to participate in the offer, based upon a number of factors, including your
financial position, need or desire for liquidity, other financial opportunities
and tax position.
Your general partner has not retained an unaffiliated representative to act
on behalf of the limited partners in negotiating the terms of the offer since
each individual limited partner can make his own decision as to whether or not
to tender. Unlike a merger or other form of partnership reorganization, the
preferences of other limited partners in your partnership cannot bind you. If an
unaffiliated representative had been obtained, it is possible that such
representative could have negotiated a higher price for your units than we are
offering.
Section 10. Conflicts of Interest
The general partner of your partnership is controlled by us or by AIMCO.
Accordingly, the general partner of your partnership has substantial conflicts
of interest with respect to the offer. The general partner of your partnership
has a fiduciary obligation to obtain a fair offer price for you, even as our
subsidiary. The conflicts of interest include the fact that a decision to
remove, for any reason, the general partner of your partnership from its current
position as a general partner of your partnership would result in a decrease or
elimination of the management fees paid to our affiliates. Additionally, we
desire to purchase units at a low price and you desire to sell units at a high
price. The general partner of your partnership makes no recommendation as to
whether you should tender or refrain from tendering your units.
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We or AIMCO control the general partner of your partnership. The general
partner and our affiliates receive fees in connection with the asset management
of your partnership and other fees which are described in your partnership's
quarterly and annual reports filed with the Securities and Exchange Commission
("SEC"), copies of which are available from your partnership or the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The SEC also maintains an Internet site (http://www.sec.gov) that contains
filings made by reporting entities (such as your partnership) that file
electronically with the SEC. We have no current intention of changing the fee
structure for the general partner or our affiliates.
If the results of operations were to improve for your partnership under our
management, we might be required to pay a higher price for any future exchange
offers we may make for units of your partnership. Although we have no current
plans to conduct future exchange offers for your units, our plans may change
based on future circumstances. Any such future offers that we might make could
be for consideration that is more or less than the consideration we are
currently offering.
Section 11. Future Plans of the Purchaser
As described above under "Background and Reasons for the Offer," we or
AIMCO control the general partner and thereby control the management of your
partnership. We currently intend that, upon consummation of the offer, your
partnership will continue its business and operations substantially as they are
currently being conducted. The offer is not expected to have any effect on
partnership operations.
After the completion or termination of the offer, we and our affiliates may
sell units or may acquire additional units. Any acquisition may be made through
private purchases, through one or more future tender or exchange offers, by
merger or by any other means deemed advisable. Any acquisition may be at a price
higher or lower than the price to be paid for the units purchased pursuant to
the offer, and may be for cash, limited partnership interests or other
consideration. We also may consider selling some or all of the units we acquire
pursuant to the offer to persons not yet determined, which may include our
affiliates. There can be no assurance, however, that we will initiate or
complete any subsequent transaction during any specific time period following
the expiration date or at all.
Except as set forth herein, we do not have any present plans or proposals
which relate to or would result in an extraordinary transaction, such as a
merger, reorganization or liquidation, involving your partnership or any of your
partnership's subsidiaries; a sale or transfer of a material amount of your
partnership's assets (or assets of the partnership's subsidiaries); any changes
in composition of your partnership's senior management or personnel or their
compensation; any changes in your partnership's present capitalization or
distribution policy; or any other material changes in your partnership's
structure or business.
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Section 12. Certain Information Concerning Your Partnership
Set forth in Annex II to this offer to purchase is additional information
regarding your partnership. Please review this information carefully before
making any decision whether to tender your units in our offer.
Section 13. Source of Funds
See Annex I and "The Offer -- Section 17" for the amount we expect to pay
to acquire all outstanding units pursuant to our offer and the related fees and
expenses. We will pay such costs from existing funds and short term borrowings.
Section 14. Dissenters' Rights
Neither the agreement of limited partnership of your partnership nor
applicable law provides any right for you to have your units appraised or
redeemed in connection with, or as a result of, our offer. You have the
opportunity to make an individual decision on whether or not to tender your
units in the offer.
Section 15. Conditions of the Offer
Notwithstanding any other provisions of our offer, we will not be required
to accept for payment and pay for any units tendered pursuant to our offer, may
postpone the purchase of, and payment for, units tendered, and may terminate or
amend our offer if at any time on or after the date of this offer to purchase,
and at or before the time of acceptance for payment of any such units (whether
or not any units have theretofore been accepted for payment and paid for)
pursuant to the offer, any of the following shall occur:
(a) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the business,
property, assets, liabilities, indebtedness, capitalization, condition
(financial or otherwise), operations, licenses or franchises, management
contract, or results of operations or prospects of your partnership or local
markets in which the makers of your partnership's notes own property, including
any fire, flood, natural disaster, casualty loss, or act of God that, in our
reasonable judgment, are or may be materially adverse to your partnership or the
value of the units to us, or we shall have become aware of any facts relating to
your partnership, its indebtedness or its operations which, in our reasonable
judgment, has or may have material significance with respect to the value of
your partnership or the value of the units to us; or
(b) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or the
over-the-counter market in the United States, (ii) any extraordinary or material
adverse change in the financial, real estate or money markets or major equity
security indices in the United States such that there shall have occurred at
least a 7.5% increase in LIBOR or at least a 7.5% decrease in the S&P 500 Index,
the Morgan Stanley REIT Index, or the price of the 10-year Treasury Bond or the
30-year Treasury Bond, in each case from the date hereof, (iii) any material
adverse change in the commercial mortgage financing markets, (iv) a declaration
of a banking moratorium or any suspension of payments in respect of banks in the
United States, (v) a commencement of a war, armed hostilities or other national
or international calamity directly or indirectly involving the United States,
(vi) any limitation (whether or not mandatory) by any governmental authority on,
or any other event which, in our reasonable judgment, might affect the extension
of credit by banks or other lending institutions, or (vii) in the case of any of
the foregoing existing at the time of the commencement of the offer, in our
reasonable judgment, a material acceleration or worsening thereof; or
(c) there shall have been threatened, instituted or pending any action,
proceeding, application or counterclaim by any Federal, state, local or foreign
government, governmental authority or governmental agency, or by any other
person, before any governmental authority, court or regulatory or administrative
agency, authority or tribunal, which (i) challenges or seeks to challenge our
purchase of the units, restrains, prohibits or delays the making or consummation
of our offer, prohibits the performance of any of the contracts or other
arrangements entered into by us (or any affiliates of ours), seeks to obtain any
material amount of damages as a result of the transactions contemplated by our
offer, (ii) seeks to make the purchase of, or payment for, some or all of the
units pursuant to our offer illegal or results in a delay in our ability to
accept for payment or pay for some or all of the units, (iii) seeks to prohibit
or limit
12
<PAGE>
the ownership or operation by us or any of our affiliates of the entity
of our control of the general partner of the partnership or to remove the
general partner of your partnership, or seeks to impose any material limitation
on our ability or the ability of any affiliate of ours to conduct your
partnership's business or own such assets, (iv) seeks to impose material
limitations on our ability to acquire or hold or to exercise full rights of
ownership of the units including, but not limited to, the right to vote the
units purchased by us on all matters properly presented to the limited partners,
or (v) might result, in our reasonable judgment, in a diminution in the value of
your partnership or a limitation of the benefits expected to be derived by us as
a result of the transactions contemplated by our offer or the value of the units
to us; or
(d) there shall be any action taken, or any statute, rule, regulation,
order or injunction shall be sought, proposed, enacted, promulgated, entered,
enforced or deemed applicable to our offer, your partnership, the general
partner of your partnership, us or any affiliate of ours or your partnership, or
any other action shall have been taken, proposed or threatened, by any
government, governmental authority or court, that, in our reasonable judgment,
might, directly or indirectly, result in any of the consequences referred to in
clauses (i) through (vi) of paragraph (c) above; or
(e) your partnership shall have (i) changed, or authorized a change of, the
units or your partnership's capitalization, (ii) issued, distributed, sold or
pledged, or authorized, proposed or announced the issuance, distribution, sale
or pledge of (A) any equity interests (including, without limitation, units), or
securities convertible into any such equity interests or any rights, warrants or
options to acquire any such equity interests or convertible securities, or (B)
any other securities in respect of, in lieu of, or in substitution for units
outstanding on the date hereof, (iii) purchased or otherwise acquired, or
proposed or offered to purchase or otherwise acquire, any outstanding units or
other securities, (iv) declared or paid any dividend or distribution on any
units or issued, authorized, recommended or proposed the issuance of any other
distribution in respect of the units, whether payable in cash, securities or
other property, (v) authorized, recommended, proposed or announced an agreement,
or intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any acquisition or
disposition of a material amount of assets or securities, or any release or
relinquishment of any material contract rights, or any comparable event, not in
the ordinary course of business, (vi) taken any action to implement such a
transaction previously authorized, recommended, proposed or publicly announced,
(vii) issued, or announced its intention to issue, any debt securities, or
securities convertible into, or rights, warrants or options to acquire, any debt
securities, or incurred, or announced its intention to incur, any debt other
than in the ordinary course of business and consistent with past practice,
(viii) authorized, recommended or proposed, or entered into, any transaction
which, in our reasonable judgment, has or could have an adverse affect on the
value of your partnership or the units, (ix) proposed, adopted or authorized any
amendment of its organizational documents, (x) agreed in writing or otherwise to
take any of the foregoing actions or (xi) been notified that any debt of your
partnership or any of its subsidiaries secured by any of its or their assets is
in default or has been accelerated; or
(f) a tender or exchange offer for any units shall have been commenced or
publicly proposed to be made by another person or "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934), or it shall have been publicly
disclosed or we shall have otherwise learned that (i) any person or group shall
have acquired or proposed or be attempting to acquire beneficial ownership of
more than five percent of the units, or shall have been granted any option,
warrant or right, conditional or otherwise, to acquire beneficial ownership of
more than five percent of the units, other than acquisitions for bona fide
arbitrage purposes, or (ii) any person or group shall have entered into a
definitive agreement or an agreement in principle or made a proposal with
respect to a merger, consolidation or other business combination with or
involving your partnership; or
(g) we shall not have adequate cash or financing commitments available to
pay the for the units validly tendered; or
(h) the offer to purchase may have an adverse effect on AIMCO's status as a
REIT.
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to such conditions or may be waived
by us in whole or in part at any time and from time to time in our reasonable
discretion. The failure by us at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right, the waiver of any such
right with respect to any particular facts or circumstances shall not be deemed
a waiver with respect to any other facts or circumstances and each right shall
be deemed a continuing right which may be asserted at any time and from time to
time.
13
<PAGE>
Section 16. Certain Legal Matters
General. Except as set forth in this Section 16, we are not, based on
information provided by your general partner(s), aware of any licenses or
regulatory permits that would be material to the business of your partnership,
taken as a whole, and that might be adversely affected by our acquisition of
units as contemplated herein, or any filings, approvals or other actions by or
with any domestic or foreign governmental authority or administrative or
regulatory agency that would be required prior to the acquisition of units by us
pursuant to the offer as contemplated herein. While there is no present intent
to delay the purchase of units tendered pursuant to the offer pending receipt of
any such additional approval or the taking of any such action, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to your partnership or its business, or that certain parts of its
business might not have to be disposed of or other substantial conditions
complied with in order to obtain such approval or action, any of which could
cause us to elect to terminate the offer without purchasing units thereunder.
Our obligation to purchase and pay for units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section 16.
Antitrust. We do not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of units
contemplated by our offer.
Margin Requirements. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to our offer.
State Laws. We are not aware of any jurisdiction in which the making of our
offer is not in compliance with applicable law. If we become aware of any
jurisdiction in which the making of the offer would not be in compliance with
applicable law, we will make a good faith effort to comply with any such law.
If, after such good faith effort, we cannot comply with any such law, the offer
will not be made to (nor will tenders be accepted from or on behalf of)
unitholders residing in such jurisdiction. In those jurisdictions with
securities or blue sky laws that require the offer to be made by a licensed
broker or dealer, the offer shall be made on behalf of us, if at all, only by
one or more registered brokers or dealers licensed under the laws of that
jurisdiction.
Section 17. Fees and Expenses
Except as set forth in this Section 17, we will not pay any fees or
commissions to any broker, dealer or other person for soliciting tenders of
units pursuant to the offer. We have retained River Oaks Partnership Services,
Inc. to act as Information Agent in connection with our offer. The Information
Agent may contact holders of units by mail, telephone, telex, telegraph and
personal interview and may request brokers, dealers and other nominee limited
partners to forward materials relating to the offer to beneficial owners of the
units. We will pay the Information Agent reasonable and customary compensation
for its services in connection with the offer, plus reimbursement for
out-of-pocket expenses, and will indemnify it against certain liabilities and
expenses in connection therewith, including liabilities under the Federal
securities laws. We will also pay all costs and expenses of printing and mailing
the offer and its legal fees and expenses.
______________________________
No person has been authorized to give any information or to make any
representation on behalf of us not contained herein or in the letter of
transmittal and, if given or made, such information or representation must not
be relied upon as having been authorized.
AIMCO PROPERTIES, L.P.
14
<PAGE>
ANNEX I
VALUATION OF UNITS
We determined our offer price by estimating the amount which we believe
will eventually be collected on the partnership's notes. See "Annex II" for
information with respect to these notes. Our estimates were based on our
determination as to the underlying value of the makers' properties and an
estimated buy-out amount for the notes. To this amount we added the
partnership's cash and cash equivalents at December 31, 1998 of $774,000 to give
a total liquidation value to the partnership of $949,880 or $76 per unit.
Estimated valuation of assets (aggregate) $159,500
Plus: Cash and cash equivalents 773,747
Plus: Other partnership assets, net of security deposits 25,000
Less: Accounts payable and accrued expenses ............................ (867)
Partnership valuation before taxes and certain costs ................... 957,380
Less: Transaction costs ................................................ 7,500
Estimates net valuation of your partnership ............................ 949,880
Percentage of estimated net valuation allocated to holders of units .... 99.00%
Estimated net valuation of units ....................................... 940,381
Total number of units ........................................... 12,399
Estimated valuation per unit ...........................................$ 76
Cash consideration per unit ............................................$ 76
Please be advised that there are a number of other methods available to
value the partnership's assets, each of which may result in different valuations
of the partnership. The proceeds that you would receive if you sold your units
to someone else or if your partnership were actually liquidated might be higher
or lower than our offer price. In addition, the ultimate amount realized on each
of the notes may be greater or less than our estimated amounts.
SOURCE OF FUNDS
We expect that approximately $46,170 will be required to purchase all
outstanding units (exclusive of fees and expenses estimated to be $10,000). We
will obtain all such funds from cash on hand and short term borrowings.
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<PAGE>
ANNEX II
YOUR PARTNERSHIP(S)
Jacques-Miller Income Fund L.P.-II, is a Delaware limited partnership and
was formed on July 26, 1985 and terminates on December 31, 2028. As of December
31, 1998, there were a total of 12,400 units of limited partnership outstanding.
The partnership owns four promissory notes made by limited partnerships related
to the partnership. These four promissory notes are unsecured and are
subordinated to the underlying mortgages of the respective partnerships. At
December 31, 1998, the partnership owned four notes receivable totaling
approximately $1,023,000 with approximately $1,174,000 of related accrued
interest. These four promissory notes bear interest at rates ranging from 11% to
12.5%, and are unsecured by the related partnerships and are subordinated to the
underlying mortgages of the respective partnerships.
During 1998 the partnership agreed to accept a payment of approximately
$70,000 in full satisfaction of one of these notes. The outstanding balance of
this note receivable totaled approximately $501,000 including accrued interest,
and was fully reserved. The remaining three notes are currently in default. The
total outstanding balance of principal and accrued interest on these notes at
December 31, 1998 was approximately $2,197,000. The partnership is currently
seeking payment or a settlement with respect to these notes. Payments on these
notes can only be made from the maker's excess cash flow after payment of all
other indebtedness. The partnership did not receive any payments on these notes
during 1998 or 1997.
AIMCO or one of its subsidiaries currently controls the general partner in
the partnership.
II-1
<PAGE>
ANNEX III
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment Investment
and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and the directors
of AIMCO are set forth below. The two directors of AIMCO-GP are Terry Considine
and Peter Kompaniez. Unless otherwise indicated, the business address of each
executive officer and director is 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222. Each executive officer and director is a citizen of the
United States of America.
Name Position
Terry Considine....... Chairman of the Board of Directors and Chief
Executive Officer
Peter K. Kompaniez......Vice Chairman, President and Director
Thomas W. Toomey........Executive Vice President--Finance and
Administration
Joel F. Bonder..........Executive Vice President, General Counsel and
Secretary
Patrick J. Foye.........Executive Vice President
Robert Ty Howard........Executive Vice President -- Ancillary Services
Steven D. Ira...........Executive Vice President and Co-Founder
Harry G. Alcock.........Senior Vice President -- Acquisitions
Troy D. Butts...........Senior Vice President and Chief Financial
Officer
Richard S. Ellwood......Director
J. Landis Martin........Director
Thomas L. Rhodes........Director
John D. Smith...........Director
Name Principal Occupations for the Last Five Years
---- ---------------------------------------------
Terry Considine.............. Chief Executive Officer of AIMCO and AIMCO-GP
since July 1994. He is the sole owner of Considine
Investment Co. and prior to July 1994 was owner of
approximately 75% of Property Asset Management,
L.L.C., Limited Liability Company, a Colorado
limited liability company, and its related
entities (collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine
was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors,
Inc., two other public real estate investment
trusts, and appointed as a director of Financial
Assets Management, LLC, a real estate investment
trust manager. Mr. Considine has been involved as
a principal in a variety of real estate
activities, including the acquisition, renovation,
development and disposition of property. Mr.
Considine has also controlled entities engaged in
other businesses such as television broadcasting,
gasoline distribution and environmental
laboratories. Mr. Considine received a B.A. from
Harvard College, a J.D. from Harvard Law School
and is admitted as a member of the Massachusetts
Bar.
Peter K. Kompaniez.......... Mr. Kompaniez has been Vice Chairman and a
director of AIMCO since July 1994 and was
appointed President of AIMCO in July 1997. Mr.
Kompaniez has served as Vice President of AIMCO-GP
from July 1994 through July 1998 and was appointed
President in July 1998. Mr. Kompaniez has been a
director of AIMCO-GP since July 1994. Since
September 1993, Mr. Kompaniez has owned 75% of PDI
Realty Enterprises, Inc., a Delaware corporation
("PDI"), one of AIMCO's predecessors, and serves
as its President and Chief Executive Officer. From
1986 to 1993, he served as President and
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<PAGE>
Chief Executive Officer of Heron Financial
Corporation ("HFC"), a United States holding
company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr.
Kompaniez administered the acquisition,
development and disposition of approximately 8,150
apartment units (including 6,217 units that have
been acquired by the AIMCO) and 3.1 million square
feet of commercial real estate. Prior to joining
HFC, Mr. Kompaniez was a senior partner with the
law firm of Loeb and Loeb where he had extensive
real estate and REIT experience. Mr. Kompaniez
received a B.A. from Yale College and a J.D. from
the University of California (Boalt Hall).
Thomas W. Toomey............. Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January
1996 and was promoted to Executive
Vice-President-Finance and Administration in March
1997. Mr. Toomey has been Executive Vice President
- Finance and Administration of AIMCO-GP similar
capacity with Lincoln Property Company ("LPC") as
well as Vice President/Senior Controller and
Director of Administrative Services of Lincoln
Property Services where he was responsible for
LPC's computer systems, accounting, tax, treasury
services and benefits administration. From 1984 to
1990, he was an audit manager with Arthur Andersen
& Co. where he served real estate and banking
clients. From 1981 to 1983, Mr. Toomey was on the
audit staff of Kenneth Leventhal & Company. Mr.
Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public Accountant.
Joel F. Bonder............... Mr. Bonder has served as Executive Vice President
and General Counsel of AIMCO since December 8,
1997. Mr. Bonder has been Executive Vice President
and General Counsel of AIMCO-GP since July 1998.
Prior to joining AIMCO, Mr. Bonder served as
Senior Vice President and General Counsel of NHP
Incorporated from April 1994 until December 1997.
Mr. Bonder served as Vice President and Deputy
General Counsel of NHP Incorporated from June 1991
to March 1994 and as Associate General Counsel of
NHP from 1986 to 1991. From 1983 to 1985, Mr.
Bonder was with the Washington, D.C. law firm of
Lane & Edson, P.C. From 1979 to 1983, Mr. Bonder
practiced with the Chicago law firm of Ross and
Hardies. Mr. Bonder received an A.B. from the
University of Rochester and a J.D. from Washington
University School of Law.
Patrick J. Foye.............. Mr. Foye has served as Executive Vice President of
AIMCO and AIMCO-GP since May 1998. Prior to
joining AIMCO, Mr. Foye was a partner in the law
firm of Skadden, Arps, Slate, Meagher & Flom LLP
from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from
1992 through 1994. Mr. Foye is also Deputy
Chairman of the Long Island Power Authority and
serves as a member of the New York State
Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University
Law School.
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<PAGE>
Robert Ty Howard............. Mr. Howard has served as Executive Vice President
- Ancillary Services since February 1998. Mr.
Howard was appointed Executive Vice President -
Ancillary Services of AIMCO-GP in July 1998. Prior
to joining AIMCO, Mr. Howard served as an officer
and/or director of four affiliated companies,
Hecco Ventures, Craig Corporation, Reading Company
and Decurion Corporation. Mr. Howard was
responsible for financing, mergers and
acquisitions activities, investments in commercial
real estate, both nationally and internationally,
cinema development and interest rate risk
management. From 1983 to 1988, he was employed by
Spieker Property. Mr. Howard received a B.A. from
Amherst College, a J.D. from Harvard Law School
and an M.B.A. from Stanford University Graduate
School of Business.
Steven D. Ira................ Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994.
Mr. Ira has been Executive Vice President of
AIMCO-GP since July 1998. From 1987 until July
1994, he served as President of PAM. Prior to
merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property
management. Between 1977 and 1981 he supervised
the property management of over 3,000 apartment
and mobile home units in Colorado, Michigan,
Pennsylvania and Florida, and in 1981 he joined
with others to form the property management firm
of McDermott, Stein and Ira. Mr. Ira served for
several years on the National Apartment Manager
Accreditation Board and is a former president of
both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the
sixth individual elected to the Hall of Fame of
the National Apartment Association in its 54-year
history. He holds a Certified Apartment Property
Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of the
Board of Directors of the National Multi-Housing
Council, the National Apartment Association and
the Apartment Association of Metro Denver. Mr. Ira
received a B.S. from Metropolitan State College in
1975.
Harry G. Alcock.............. Mr. Alcock has served as Vice President of AIMCO
and AIMCO-GP since July 1996, and was promoted to
Senior Vice President - Acquisitions in October
1997, with responsibility for acquisition and
financing activities since July 1994. From June
1992 until July 1994, Mr. Alcock served as Senior
Financial Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles based real estate developer,
with responsibility for raising debt and joint
venture equity to fund land acquisitions and
development. From 1987 to 1988, Mr. Alcock worked
for Ford Aerospace Corp. He received his B.S. from
San Jose State University.
Troy D. Butts................ Mr. Butts has served as Senior Vice President and
Chief Financial Officer of AIMCO since November
1997. Mr. Butts has been Senior Vice President and
Chief Financial Officer of AIMCO-GP since July
1998. Prior to joining AIMCO, Mr. Butts served as
a Senior Manager in the audit practice of the Real
Estate Services Group for Arthur Andersen LLP in
Dallas, Texas. Mr. Butts was employed by Arthur
Andersen LLP for ten years and his clients were
primarily publicly-held real estate companies,
including office and multi-family real estate
investment trusts. Mr. Butts holds a
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Bachelor of Business Administration degree in
Accounting from Angelo State University and is a
Certified Public Accountant.
Richard S. Ellwood........... Mr. Ellwood was appointed a Director of AIMCO in
12 Auldwood Lane July 1994 and is currently Chairman of the Audit
Rumson, NJ 07660 Committee. Mr. Ellwood is the founder and
President of R.S. Ellwood & Co., Incorporated, a
real estate investment banking firm. Prior to
forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall Street
as an investment banker, serving as: Managing
Director and senior banker at Merrill Lynch
Capital Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from 1978 to
1984; general partner and then Senior Vice
President and a director at White, Weld & Co. from
1968 to 1978; and in various capacities at J.P.
Morgan & Co. from 1955 to 1968. Mr. Ellwood
currently serves as a director of FelCor Suite
Hotels, Inc. and Florida East Coast Industries,
Inc.
J. Landis Martin............. Mr. Martin was appointed a Director of AIMCO in
199 Broadway July 1994 and became Chairman of the Compensation
Suite 4300 Committee in March 1998. Mr. Martin has served as
Denver, CO 80202 President and Chief Executive Officer and a
Director of NL Industries, Inc., a manufacturer of
titanium dioxide, since 1987. Mr. Martin has
served as Chairman of Tremont Corporation, a
holding company operating through its affiliates
Titanium Metals Corporation ("TIMET") and NL
Industries, Inc., since 1990 and as Chief
Executive Officer and a director of Tremont since
1998. Mr. Martin has served as Chairman of Timet,
an integrated producer of titanium, since 1987 and
Chief Executive Officer since January 1995. From
1990 until its acquisition by Dresser Industries,
Inc. ("Dresser") in 1994, Mr. Martin served as
Chairman of the Board and Chief Executive Officer
of Baroid Corporation, an oilfield services
company. In addition to Tremont, NL and TIMET, Mr.
Martin is a director of Dresser, which is engaged
in the petroleum services, hydrocarbon and
engineering industries.
Timothy R. Garrick........... Mr. Garrick has been Vice President - Accounting
of the general partner and AIMCO since October 1,
1998. Prior to that date, Mr. Garrick served as
Vice President - Accounting Services of Insignia
Financial Group from June 1997 until October 1998.
From 1992 until June of 1997, Mr. Garrick served
as Vice President of Partnership Accounting for
Insignia Financial Group. From 1987 to 1990, Mr.
Garrick served as Investment Advisor for U.S.
Shelter Corporation. From 1984 to 1987, Mr.
Garrick served as Partnership Investment Analyst
for U.S. Shelter Corporation. From 1979 to 1984,
Mr. Garrick worked on the audit staff of Ernst &
Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a
certified public accountant.
Thomas L. Rhodes............. Mr. Rhodes was appointed a Director of AIMCO in
215 Lexington Avenue July 1994. Mr. Rhodes has served as the President
4th Floor and a Director of National Review magazine since
New York, NY 10016 November 30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992 , he held
various positions at Goldman, Sashes & Co. and was
elected a General Partner in 1986 and served as a
General Partner from 1987 until November 27, 1992.
He is currently Co-Chairman of the Board, Co-Chief
Executive Officer and a Director of Commercial
Assets Inc. and Asset Investors Corporation. He
also serves as a Director of Delphi Financial
Group, Inc. and its subsidiaries, Delphi
International Ltd., Oracle Reinsurance Company,
and the Lynne and Harry Bradley Foundation. Mr.
Rhodes is Chairman of
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the Empire Foundation for Policy Research, a
Founder and Trustee of Change NY, a Trustee of The
Heritage Foundation, and a Trustee of the
Manhattan Institute
John D. Smith................ Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and
Suite 831 President of John D. Smith Developments. Mr. Smith
Atlanta, GA 30326 has been a shopping center developer, owner and
consultant for over 8.6 million square feet of
shopping center projects including Lenexa Square
in Atlanta, Georgia. Mr. Smith is a Trustee and
former President of the International Council of
Shop ping Centers and was selected to be a member
of the American Society of Real Estate Counselors.
Mr. Smith served as a Director for Pan-American
Property, Inc. (National Coal Board of Great
Britain) formerly known as Continental Illinois
Property. He also serves as a director of American
Fidelity Assurance Companies and is retained as an
advisor by Shop System Study Society, Tokyo,
Japan.
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<PAGE>
The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Facsimile: For Information please call:
(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900
LETTER OF TRANSMITTAL
To Tender Units of Jacques-Miller Income Fund L.P.-II
Pursuant to an Offer to Purchase
Dated April 1, 1999
by
AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME,
ON JUNE 8, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Facsimile: For Information please call:
(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900
</TABLE>
To participate in the offer, you must send a duly completed and executed copy of
this Letter of Transmittal and any other documents required by this Letter of
Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to June 8, 1999 (the
"Expiration Date"). The method of delivery of this Letter of Transmittal and all
other required documents is at your option and risk, and delivery will be deemed
made only when actually received by the Information Agent. If delivery is by
mail, registered mail with return receipt requested is recommended. In all
cases, sufficient time should be allowed to assure timely delivery. 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.
For information or assistance in connection with the offer or the completion
of this Letter of Transmittal, please contact the Information Agent at
(888) 349-2005 (toll free) or (201) 896-1900.
- --------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- --------------------------------------------------------------------------------
Name(s) and Address(es) of Registered
Holder(s) (Please indicate changes or
corrections to the name, address and
tax identification number printed below.)
- --------------------------------------------------------------------------------
1. Total Number 2. Total Number of
of Units Owned Units Tendered
(#) (#)
--------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The instructions accompanying this Letter of Transmittal should be
read carefully before this Letter of Transmittal is completed.
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 2, 4 and 9)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.
[ ] Issue consideration to:
Name ___________________________________________
(Please type or Print)
Address ________________________________________
________________________________________
(Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 4 and 9)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.
[ ] Mail consideration to:
Name ___________________________________________
(Please type or Print)
Address ________________________________________
________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby acknowledges that he or she has received and
reviewed (i) the Purchaser's Offer to Purchase, dated April 1, 1999 (the "Offer
Date") and (ii) this Letter of Transmittal and the Instructions hereto, as each
may be supplemented or amended from time to time (collectively, the "Offer").
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the
Purchaser the units set forth in the box above entitled "Description of Units
Tendered," including all interests in any limited partnership represented by
such units (collectively the "Units") at the price set forth in the Offer to
Purchase, less the amount of distributions, if any, made by any partnership from
the Offer Date until the Expiration Date (the "Offer Price"), in each case, net
to the undersigned in cash, without interest.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of each
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units; (ii) all other payments, if any, due or to become due
to the undersigned in respect of the Units, under or arising out of the
agreement of limited partnership of any Partnership (each, a "Partnership
Agreement"), or any agreement pursuant to which the Units were sold (each, a
"Purchase Agreement"), whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of any Partnership Agreement or
Purchase Agreement or the undersigned's ownership of the Units, including,
without limitation, all voting rights, rights of first offer, first refusal or
similar rights, and rights to be substituted as a limited partner of a
Partnership; and (iv) all present and future claims, if any, of the undersigned
against a Partnership, the other partners of the Partnership, or the general
partner and its affiliates, including the Purchaser, under or arising out of the
Partnership Agreement, the Purchase Agreement, the undersigned's status as a
limited partner, or the terms or conditions of the Offer, for monies loaned or
advanced, for services rendered, for the management of the Partnership or
otherwise.
2
<PAGE>
The undersigned hereby irrevocably constitutes and appoints the Purchaser,
the Purchaser's general partner 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 vote or act in such manner
as any such attorney and proxy or substitute shall, in its sole discretion, deem
proper with respect to such Units, to do all such acts and things necessary or
expedient to deliver such Units and transfer ownership of such Units on the
partnership books maintained by the general partner of the Partnership, together
with all accompanying evidence of transfer and authenticity to, or upon the
order of, the Purchaser, to sign any and all documents necessary to authorize
the transfer of the Units to the Purchaser including, without limitation, the
"Transferor's (Seller's) Application for Transfer" created by the National
Association of Securities Dealers, Inc., if required, and upon receipt by the
Information Agent (as the undersigned's agent) of the offer price, to become a
substitute limited partner, to receive any and all distributions made by the
Partnership from and after the expiration date of the offer (regardless of the
record date for any such distribution), 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. This appointment is effective upon the
purchase of the Units by the Purchaser as provided in the Offer. Upon the
purchase of Units pursuant to the Offer, all prior proxies and consents given by
the undersigned with respect to such Units will be revoked and no subsequent
proxies or consents may be given (and if given will not be deemed effective).
In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) each
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in each
Partnership under the terms of its Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partners to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees not to
exercise any rights pertaining to the Units without the prior consent of the
Purchaser.
Notwithstanding any provision in a Partnership Agreement to the contrary,
the undersigned hereby directs each general partner of the Partnership to make
all distributions after the Purchaser accepts the tendered Units for payment to
the Purchaser or its designee. Subject to and effective upon acceptance for
payment of any Unit tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to each Partnership as a substitute limited partner under
the terms of its Partnership Agreement. Upon request, the undersigned will
execute and deliver additional documents deemed by the Information Agent or the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of Units tendered hereby and will hold any distributions received from
a Partnership after the Expiration Date in trust for the benefit of the
Purchaser and, if necessary, will promptly forward to the Purchaser any such
distributions immediately upon receipt. The Purchaser reserves the right to
transfer or assign, in whole or in part, from time to time, to one or more of
its affiliates, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering unitholders to
receive payment for Units validly tendered and accepted for payment pursuant to
the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
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
that under certain circumstances set forth in the Offer, 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 may be destroyed by the Purchaser (or its agent). Except as
stated in the Offer, this tender is irrevocable, provided that Units tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.
3
<PAGE>
The undersigned has been advised that the Purchaser is an affiliate of the
general partner of each Partnership and no such general partner makes any
recommendation as to whether to tender or refrain from tendering Units in the
Offer. The undersigned has made his or her own decision to tender Units.
The undersigned hereby represents and warrants for the benefit of each
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment 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 claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.
The undersigned further represents and warrant 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, the
sold, transferred, conveyed, assigned, pledged, deposited or otherwise disposed
of any portion of the Units, (ii) the undersigned has caused a diligent search
of its 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, it 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 or 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
Our records indicate that the undersigned owns the number of Units set
forth in the box above entitled "Description of Units Tendered" under the column
entitled "Total Number of Units Owned." If you would like to tender only a
portion of your Units, please so indicate in the space provided in the box above
entitled "Description of Units Tendered."
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.
4
<PAGE>
================================================================================
SIGNATURE BOX
(See Instruction 2)
- --------------------------------------------------------------------------------
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).
TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.
The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C and Box D are true.
X ___________________________________________________________
(Signature of Owner)
X ___________________________________________________________
(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 2)
Name and Address of Eligible Institution: _________________________________
___________________________________________________________________________
___________________________________________________________________________
Authorized Signature: X _____________________________________
Name: _______________________________________________________
Title: ______________________________ Date: _______________
================================================================================
5
<PAGE>
TAX CERTIFICATIONS
(See Instruction 4)
By signing the Letter of Transmittal in the Signature Box, the unitholder
certifies as true under penalty of perjury, the representations in Boxes A, B
and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.
================================================================================
BOX A
SUBSTITUTE FORM W-9
(See Instruction 4 - Box A)
- --------------------------------------------------------------------------------
The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:
(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the
unitholder, unless the Units are held in an Individual Retirement Account
(IRA); 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, 31% of all reportable
payments made to the unitholder will be withheld); 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 a 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) above, only if you are unable to
certify that the unitholder is not subject to backup withholding.
================================================================================
================================================================================
BOX B
FIRPTA AFFIDAVIT
(See Instruction 4 - Box B)
- --------------------------------------------------------------------------------
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 Units 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 correct as
furnished in the blank provided for that purpose on the front of the Letter
of Transmittal;
(iii) The unitholder's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the
front of this Letter of Transmittal.
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.
================================================================================
<PAGE>
================================================================================
BOX C
SUBSTITUTE FORM W-8
(See Instruction 4 - Box C)
- --------------------------------------------------------------------------------
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 has the following
characteristics:
(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.
================================================================================
6
<PAGE>
INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter
of Transmittal (or facsimile thereof) and any other required documents must
be received by the Information Agent at one of its addresses (or its
facsimile number) set forth herein before 12:00 midnight New York Time, on
the Expiration Date, unless extended. To ensure receipt of the Letter of
Transmittal and any other required documents, it is suggested that you use
overnight courier delivery or, if the Letter of Transmittal and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.
WHEN TENDERING BY FACSIMILE, PLEASE TRANSMIT ALL PAGES OF THE LETTER OF
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
2. SIGNATURE REQUIREMENTS.
Individual and joint owners -- After carefully reading and completing the
Letter of Transmittal, to tender Units, Unitholders must sign at the "X" in
the Signature Box of the Letter of Transmittal. The signature(s) must
correspond exactly with the names printed (or corrected) on the front of
the Letter of Transmittal. If the Letter of Transmittal is signed by the
Unitholder (or beneficial owner in the case of an IRA), no signature
guarantee on the Letter of Transmittal is required. If any tendered Units
are registered in the names of two or more joint owners, all such owners
must sign this Letter of Transmittal.
IRA's/Eligible Institutions -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee is required. Similarly, if Units are tendered for the account of
a member firm of a registered national security 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"), no signature guarantee is required.
Trustees, Corporations, Partnership and Fiduciaries -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary
or representative capacity must sign at the "X" in the Signature Box and
have their signatures guaranteed by an Eligible Institution by completing
the signature guarantee set forth in the Signature Box of the Letter of
Transmittal. If the Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or others acting in a fiduciary or
representative capacity, such persons should, in addition to having their
signatures guaranteed, indicate their title in the Signature Box and must
submit proper evidence satisfactory to the Purchaser of their authority to
so act (see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. To the extent available, all unitholders
must submit their certificate evidencing the Units. Questions on
documentation should be directed to the Information Agent at its telephone
number set forth herein.
Deceased Owner (Joint Tenant) -- Copy of death certificate.
Deceased Owner (Others) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
7
<PAGE>
Executor/administrator/guardian -- Copy of court appointment documents for
executor or administrator; and (a) a
copy of applicable provisions of the
will (title page, executor(s)' powers,
asset distribution); or (b) estate
distribution documents.
Attorney-in-Fact -- Current power of attorney.
Corporation/partnership -- Corporate resolution(s) or other
evidence of authority to act. Partner-
ship should furnish copy of the part-
nership agreement.
Trust/Pension Plans -- Unless the trustee(s) are named in the
registration, a copy of the cover page
of the trust or pension plan, along
with a copy of the section(s) setting
forth names and powers of trustee(s)
and any amendments to such sections or
appointment of successor trustee(s).
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.
5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder's
taxpayer identification number ("TIN") and certify as true, under penalties
of perjury, the representations in Box A, Box B and, if applicable, Box C.
By signing the Signature Box, the Unitholder(s) certifies that the TIN as
printed (or corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" and the representations made in Box A, Box
B and, if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
guidance in determining the proper TIN to give the Purchaser.
U.S. Persons. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box A and Box B.
Box A - Substitute Form W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the unitholder
being subject to backup withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering unitholder must certify, under penalties
of perjury, that such unitholder is not subject to backup withholding.
Certain unitholders (including, among others, all corporations and certain
exempt non-profit organizations) 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. Do not check
the box in Box A, Part (ii), unless you have been notified by the IRS that
you are subject to backup withholding.
When determining the TIN to be furnished, please refer to the following as
a guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name
appears first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not
necessary to provide).
Custodial accounts for the benefit of minors - should reflect the TIN
of the minor.
Corporations, partnership or other business entities - should reflect
the TIN assigned to that entity.
8
<PAGE>
By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on the front of the Letter of Transmittal is
correct.
Box B - FIRPTA Affidavit -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal to
10% of the purchase price for interests purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding results
in an overpayment of tax, a refund may be obtained from the IRS. Part (i)
should be checked only if the tendering unitholder is not a U.S. Person, as
described therein.
Box C - Foreign Persons -- In order for a tendering unitholder who is a
Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify,
under penalties of perjury, the statement in Box C of this Letter of
Transmittal, attesting to that Foreign Person's status by checking the box
preceding such statement. Unless the box is checked, such unitholder will
be subject to 31% withholding of tax.
6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.
7. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.
8. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
9. MINIMUM TENDERS. A unitholder may tender any or all of his, her or its
Units.
10. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.
9
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --
1. An individual account The individual
2. Two or more individuals The actual owner of the account or, if
(joint account) combined funds, the first individual
on the account
3. Husband and wife The actual owner of the account or,
(joint account) if joint funds, either person
4. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only
contributor, the minor (1)
6. Account in the name of guardian The ward, minor or incompetent
or committee for a designated person (3)
ward, minor or incompetent
person (3)
7. a. The usual revocable savings The grantor trustee (1)
trust account (grantor is
also trustee)
b. So-called trust account that The actual owner (1)
is not a legal or valid trust
under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or The legal entity (Do not furnish the
pension trust identifying number of the personal
representative or trustee unless the
legal entity itself is not designated
in the account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a State
or local government, school
district, or prison) that receives
agricultural program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
10
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a) of the
Code.
- An exempt charitable remainder trust, or a non-exempt trust described
in section 4947 (a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441 of the Code.
- Payments to Partnership not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received in not paid
in money.
- Payments made by certain foreign organizations.
- Payments made to an appropriate nominee.
- Section 404(k) payments made by an ESOP.
<PAGE>
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer. Payments of tax exempt interest (including exempt interest
dividends under section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
- Payments made to an appropriate nominee.
Exempt payees described above should file substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A.
PRIVACY ACT NOTICE - - Section 6109 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE
11
<PAGE>
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>
By Facsimile: For Information please call:
(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900
12
Supplement No. 1
To
Offer to Purchase
AIMCO Properties, L.P.
is offering to purchase up to 607.5 limited partnership interests in
Jacques-Miller Income Fund L.P.-II
for $95.00 in cash
On April 1, 1999, AIMCO Properties, L.P. offered to purchase up to
607.5 limited partnership interests ("Units") in Jacques-Miller Income Fund
L.P.-II (the "Partnership") at a purchase price of $76.00 per Unit, net to
seller in cash. upon the terms and conditions set forth in an Offer to Purchase
dated April 1, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (collectively, the "Offer"). The Offer is hereby amended and
supplemented by (i) increasing the Purchase Price to $95.00 per Unit, net to
seller in cash and (ii) extending the Expiration Date to 5:00 p.m. New York time
on May 7, 1999.
Our price is AT LEAST $10 PER UNIT HIGHER than the price being offered
by Peachtree Partners and, unlike Peachtree Partners, we will not deduct any
transfer fees from the Purchase Price. IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER
PROVIDES YOU WITH THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED. Limited
Partners who have already tendered their Units to us will automatically receive
the benefit of the increased purchase price and need not take any further
action. Limited Partners who previously tendered their Units to Peachtree
Partners may still tender their units to us by forwarding to us a completed
Letter of Transmittal which was previously provided and sending a notice of
withdrawal to Peachtree Partners (with a copy to our Information Agent) by no
later than May 3, 1999, the expiration date of Peachtree's offer.
You should note that we control the general partner of the Partnership.
Accordingly, the general partner makes no recommendation to you as to whether
you should tender or refrain from tendering your Units in the Offer.
Please be advised that as of April 20, 1999, tenders for 595.26 Units,
which represent 4.8% of the total Units had been received.
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
AIMCO PROPERTIES, L.P.
April 21,1999
AIMCO PROPERTIES, L.P.
c/o River Oaks Partnership Services, Inc.
111 Commerce Road
Carlstadt, N.J. 07072
(888) 349-2005
April 1, 1999
Re: Offer (the "Offer") to purchase for cash up to 607.5 units of limited
partnership interest ("Units") in Jacques Miller Income Fund L.P.-II (the
"Partnership").
Dear Limited Partner:
We are pleased to announce that we are offering to purchase for cash up to
607.5 of the Units of the Partnership, which represents 4.9% of the total
outstanding Units. The Offer Price and the other terms and conditions of the
Offer are set forth and more fully described in the Offer to Purchase, dated
April 1, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal
(the "Letter of Transmittal"), both of which are enclosed. Please read these
documents carefully as they more fully set forth the advantages and
disadvantages of tendering your Units.
Please note that our offer is $76.00 per unit, more than twice that of a
competing offer which was recently mailed to you. Our offer presents a current
opportunity for you to sell your Units for cash if you require or desire
liquidity. The Offer is not conditioned upon a minimum amount of Units being
tendered; however, we will only accept for payment up to 607.5 Units. If more
than 607.5 Units are validly tendered and not withdrawn, we will purchase Units
on a pro rata basis as more fully described in the Offer to Purchase.
You will not be required to pay any commissions or transfer fees (except as
provided in Instruction 8 to the Letter of Transmittal) in connection with Units
tendered pursuant to the Offer.
You should note that we control the general partner of the Partnership.
Accordingly, the general partner makes no recommendation to you as to whether
you should tender or refrain from tendering your Units in the Offer.
If you wish to sell your Units for cash pursuant to the Offer, please
complete the enclosed Letter of Transmittal and return it to River Oaks
Partnership Services, Inc., the Depositary for the Offer, at one of its
addresses set forth on the back cover of the Offer to Purchase. The Offer will
expire at 5:00 p.m., New York City time, on April 30, 1999, unless extended. If
you have any questions about the Offer or if you need help in completing the
Letter of Transmittal and Proxy, please call the Information Agent, River Oaks
Partnership Services, Inc., toll free at (888) 349-2005. We thank you for your
prompt attention to this matter.
AIMCO PROPERTIES, L.P.
Supplement No. 2
To
Offer to Purchase
AIMCO Properties, L.P.
is offering to purchase up to 3,100 limited partnership interests in
Jacques-Miller Income Fund L.P.-II
for $95.00 in cash
On April 1, 1999, AIMCO Properties, L.P. offered to purchase up to 607.5
limited partnership interests ("Units") in Jacques-Miller Income Fund L.P.-II
(the "Partnership") at a purchase price of $76.00 per Unit, net to seller in
cash. upon the terms and conditions set forth in an Offer to Purchase dated
April 1, 1999, which offer was supplement on April 21, 1999 (as supplemented,
the "Offer to Purchase") to increase the purchase price to $95.00 per Unit and
to extend the Expiration Date to 5:00 p.m. New York time on May 7, 1999, and in
the related Letter of Transmittal (the "Offer"). UNLIKE OTHER OFFERS, NO FEES OR
OTHER EXPENSES WILL BE DEDUCTED FROM OUR PURCHASE PRICE.
In light of the response received from Limited Partners to date (tenders
for 1,245.25 Units representing 10.04% of the total Units had been received as
of May 9, 1999), and in order to better enable all Limited Partners desiring to
tender their Units to be able to do so in total, we are further amending the
Offer to increase the number of Units being sought to 3,100 Units which
represents 25% of the total outstanding Units. As a result of this increase, we
are required to comply with additional rules and regulations of the Securities
and Exchange Commission. In this regard, we are required to further extend the
expiration date to 12:00 midnight, New York time on June 8, 1999 and to provide
certain additional disclosures regarding the Partnership and us. In order to
effect these required changes, the Offer to Purchase is amended and supplemented
as set forth on Exhibit A hereto.
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
AIMCO PROPERTIES, L.P.
May 1l,1999
<PAGE>
Exhibit A
All references in the Offer to Purchase to (i) 607.5 Units is hereby
amended to read 3,100 Units, (ii) 4.9% are hereby amended to read 25% and (iii)
the Expiration Date shall be deemed to be 12:00 midnight, New York time on June
8, 1999, unless further extended.
Section 7. Effects of the Offer is hereby amended to read in its entirety
as follows:
"Section 7. Effects of the Offer.
Limitations on Resales. Due to the termination of the Partnership for tax
purposes if there is a sale or exchange of 50% or more of the total interest in
partnership capital and profits within a twelve-month period (although
successive transfers of the same interest within a twelve-month period will be
treated as a single transfer for this purpose), this Offer may limit sales of
Units in the secondary market and in private transactions for the twelve-month
period following completion of the Offer. The General Partner has advised us
that the Partnership will not process any requests for recognition of
substitution of Limited Partners upon a transfer of Units during such
twelve-month period which the General Partner believes may cause a tax
termination in contravention of the Limited Partnership Agreement. In
determining the number of Units for which the Offer is made (representing
approximately 25% of the outstanding Units), we (an affiliate of the General
Partner) took this restriction into account so as to permit normal historical
levels of transfers to occur following the transfers of Units pursuant to the
Offer without violating this restriction.
Effect on Trading Market; Reporting Requirements Under the Exchange Act. If
a substantial number of Units are purchased pursuant to the Offer, the result
will be a reduction in the number of Limited Partners. In the case of certain
kinds of equity securities, a reduction in the number of security-holders might
be expected to result in a reduction in the liquidity and volume of activity in
the trading market for the security. In this case, however, there is no
established public trading market for the Units and, therefore, we (an affiliate
of the General Partner) does not believe a reduction in the number of Limited
Partners will materially further restrict the Limited Partners' ability to find
purchasers for their Units through secondary market transactions. See Section 13
for certain limited information regarding recent secondary market sales of the
Units.
The Partnership is required to file periodic reports with the Commission
and to comply with certain other Commission rules. We (an affiliate of the
General Partner) does not expect or intend that consummation of the Offer will
cause the Partnership to be relieved of its requirements to file periodic
reports with the Commission and to comply with the other rules of the
Commission. If the Units were to be held by fewer than 300 persons, the
Partnership could apply to de-register the Units under the Exchange Act. Because
the Units are widely held, however, we believe that, even if we purchase the
maximum number of Units in the Offer, after that purchase the Units will be held
of record by more than 300 persons.
Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner. We (an affiliate of the General Partner) will
seek to be admitted to the Partnership as a substituted Limited Partner upon
consummation of the Offer and, if admitted, will have the right to vote each
Unit purchased pursuant to the Offer. Even if we are not admitted to the
Partnership as a substituted Limited Partner, however, we nonetheless will have
the right to vote each Unit purchased in the Offer pursuant to the irrevocable
appointment by tendering Limited Partners of us and our managers and designees
as proxies with respect to the Units tendered by such Limited Partners and
accepted for payment by us. See Section 3.
Depending upon the number of Units tendered pursuant to the Offer, we could
be in a position is in a position to significantly influence all Partnership
decisions on which Limited Partners may vote, including decisions regarding
removal of the General Partner, sales of assets, liquidation of the Partnership,
and most types of amendments to the Limited Partnership Agreement. This means
that (i) non-tendering Limited Partners could be prevented from taking action
they desire but that we and our affiliates oppose and (ii) we and our affiliates
may be able to take action desired by them but opposed by a majority of the
non-tendering Limited Partners. Due to its affiliation with the General Partner,
we and our affiliates will most likely vote the Units owned by us in whatever
manner we deem to be in the best interests of the General Partner, but may not
be in the interest of other Limited Partners.
<PAGE>
The Offer will not result in any change in the compensation payable to the
General Partner or its affiliates. However, as a result of the Offer, we (an
affiliate of the General Partner) will participate, in our capacity as a Limited
Partner, in any subsequent distributions to Limited Partners to the extent of
the Units purchased pursuant to the Offer."
Section 8. Information Concerning Us and Certain of Our Affiliates is
supplemented by adding the information set forth on Schedule 1 hereto.
Section 10. Conflicts of Interest is hereby amended to read in its entirety
as follows:
"Section 10. Conflicts of Interest and Transactions with Affiliates. The
General Partner and its affiliates have conflicts of interest with respect to
the Offer as set forth below.
Conflicts of Interest with Respect to the Offer. The General Partner has
conflicts of interest with respect to the Offer, including conflicts resulting
from its affiliation with us. The General Partner also would have a conflict of
interest as a consequence of our ownership of Units, because we (an affiliate of
the General Partner) may have incentives to seek to maximize the value of our
ownership of Units, which in turn may result in a conflict for the General
Partner in attempting to reconcile our interests with the interests of the other
Limited Partners. In addition, we are making the Offer with a view to making a
profit. Accordingly, there is a conflict between our desire to purchase Units at
a low price and the desire of the Limited Partners to sell their Units at a high
price. The Partnership has indicated in the Schedule 14D-9 that it is remaining
neutral and making no recommendation as to whether Limited Partners should
tender their Units pursuant to the Offer. Limited Partners are urged to read
this Offer to Purchase and the Schedule 14D-9 and the related materials
carefully and in their entirety before deciding whether to tender their Units.
The Offer will not result in any change in the compensation payable to the
General Partner or its affiliates. However, as a result of the Offer, we will
participate, in our capacity as a Limited Partner, in any subsequent
distributions to Limited Partners to the extent of the Units purchased pursuant
to the Offer.
Transactions with Affiliates. There were no transactions between the
Partnership and affiliates of the General Partner during the years ended
December 31, 1998, 1997 and 1996"
Section 12. Certain Information Concerning Your Partnership is hereby
supplemented by adding the following information:
"Except as otherwise indicated, information contained in this Section 12 is
based upon documents and reports publicly filed by the Partnership with the
Commission.
The Partnership was organized July 1985 under the laws of the State of
Delaware. Its principal executive offices are located at 102 Woodmont Boulevard,
Suite 420, and its telephone number at that address is (864) 239-1000.
The Partnership's primary business is real estate ownership and related
operations. The Partnership was formed for the purpose of making first mortgage
loans, wrap-around mortgage loans and other loans secured directly or indirectly
by interests in real property. The general partner of the Partnership is
Jacques-Miller, Inc..
Selected Financial Data. Set forth below is a summary of certain financial
and statistical information with respect to the Partnership and its properties,
which has been excerpted or derived from the Partnership's Annual Reports on
Form 10-KSB for the year ended December 31, 1998, 1997 and 1996 or the
Partnership's Quarterly Reports on Form 10-QSB for the three months ended March
31, 1998 and 1997. More comprehensive financial and other information is
included in such reports and other documents filed by the Partnership with the
Commission, and
<PAGE>
the following summary is qualified in its entirety by reference to such reports
and other documents and all the financial information and related notes
contained therein.
Selected Financial Data
(in thousands, except Unit data)
<TABLE>
<CAPTION>
Three Months Ended
Fiscal Year Ended December 31, March 31,
(audited) (unaudited)
------------------------------ ------------------
1998 1997 1996 1999 1998
----- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Recovery of Bad Debt ................... $ 98 $ -- $ -- $ -- $ --
Other Income ........................... 32 37 140 7 9
Rental Income .......................... -- -- 290 -- --
Gain on Sale of Property ............... -- -- 1,348 -- --
Total Revenues ......................... 130 37 1,778 7 9
Total Expenses ......................... 82 53 344 10 24
Extra-ordinary Item-loss on early
Extinguishment of debt ............... -- -- (221) -- --
Net Income (Loss) ...................... 48 (16) 1,213 (3) (15)
Net Income (Loss) per Unit ............. 3.87 (1.29) 96.89 (.24) (1.21)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
Fiscal Year Ended December 31, March 31,
(audited) (unaudited)
------------------------------ ------------------
1998 1997 1996 1999 1998
----- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total Assets ........................... $ 774 $ 789 $ 814 $829 $ 766
Total Liabilities ...................... (20) (14) (22) (8) (5)
Partners Capital - Limited Partners
(12,400 units issued and outstanding) 824 776 792 821 761
</TABLE>
Other Information. The Partnership is subject to the information reporting
requirements of the Exchange Act and accordingly is required to file reports and
other information with the Commission relating to its business, financial
results and other matters. Limited Partners are referred to the financial and
other information included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998 and Quarterly Report on Form 10-QSB for
the three months ended March 31, 1999. Such reports and other documents may be
inspected at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, where copies may be obtained at prescribed
rates, and at the regional offices of the Commission located in the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, New York, New York 10048. Copies should be available by mail
upon payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a web site that contains reports, proxy and
other information filed electronically with the Commission, the address of which
is http://www.sec.gov.
<PAGE>
Trading History of Units. Secondary market sales activity for the Units,
including privately negotiated sales, has been limited and sporadic. According
to information obtained from the General Partner, from April 1, 1997 to March
31, 1999 an aggregate of approximately 652 Units (representing approximately
5.25% of the total outstanding Units) was transferred (excluding the Units
transferred to AIMCO in connection with the Insignia Merger or to Insignia in
connection with its prior tender offer) in sale transactions. Set forth in the
table below are the high and low sales prices of Units for the quarterly periods
from April 1, 1997 to March 31, 1999, as reported by the General Partner and by
The Partnership Spectrum, which is an independent, third-party source. The gross
sales prices reported by The Partnership Spectrum do not necessarily reflect the
net sales proceeds received by sellers of Units, which typically are reduced by
commissions and other secondary market transaction costs to amounts less than
the reported prices; thus the Purchaser does not know whether the information
compiled by The Partnership Spectrum is accurate or complete. The transfer
paperwork submitted to the General Partner often does not include the requested
price information or contains conflicting information as to the actual sales
price; accordingly, Limited Partners should not rely upon this information as
being completely accurate.
Reported Sales Prices of Partnership Units(1)
Low Sales Price High Sales Price
Per Unit Per Unit
--------------- ----------------
Fiscal Year Ended December 31, 1999:
First Quarter .......................... 85.00 85.00
Fiscal Year Ended December 31, 1998:
Fourth Quarter ......................... 85.00 92.00
Third Quarter .......................... 65.00 95.00
Second Quarter ......................... 0.00 0.00
First Quarter .......................... 0.00 0.00
Fiscal Year Ended December 31, 1997:
Fourth Quarter ......................... 0.00 0.00
Third Quarter .......................... 0.00 0.00
Second Quarter ......................... 0.00 0.00
- ----------
(1) Includes transfers reported by the General Partner and Partnership
Spectrum, an independent third party. The prices in the table are qualified
in their entirety by the paragraph preceding the table.
We (an affiliate of the General Partner) believe that, although secondary
market sales information probably is not a reliable measure of value because of
the limited and inefficient nature of the market for Units, this information may
be relevant to a Limited Partner's decision as to whether to tender its Units
pursuant to the Offer. At present, privately negotiated sales and sales through
intermediaries (e.g., through the trading system operated by American
Partnership Board, Inc., which publishes sell offers by holders of Units) are
the only means available to a Limited Partner to liquidate an investment in
Units (other than the Offer) because the Units are not listed or traded on any
exchange or quoted on NASDAQ.
The "Sources of Funds" section of Annex I is hereby amended to read in its
entirety as follows:
SOURCES OF FUNDS
We expect that approximately $294,500 will be required to purchase all
outstanding Units (exclusive of fees and expenses estimated to be $25,000). We
expect to obtain all of those funds from our reserves.
<PAGE>
Schedule 1
FINANCIAL DATA OF AIMCO PROPERTIES, L.P.
The historical selected financial data for the Purchaser and its
consolidated subsidiaries (the "Company") for the years ended December 31, 1998,
1997 and 1996 is based on audited financial statements. The historical selected
financial data for the Company for the year ended December 31, 1995 and the
period from July 29, 1994 (the date of inception) through December 31, 1994 and
for the Company's Predecessors for the period January 1, 1994 through July 28,
1994 is based on audited financial statements.
<TABLE>
<CAPTION>
The Company's
The Company Predecessors
----------------------------------------------------------- --------------
For the Period For the Period
July 29, January 1,
1994 1994
For the Year Ended December 31, Through Through
------------------------------------------ December 31, July 28,
1998 1997 1996 1995 1994 1994
--------- -------- -------- -------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income ........... $ 373,963 $193,006 $100,516 $ 74,947 $ 24,894 $ 5,805
Property operating expenses ....... (145,966) (76,168) (38,400) (30,150) (10,330) (2,263)
Owned property management
expenses ........................ (10,882) (6,620) (2,746) (2,276) (711) --
Depreciation ...................... (83,908) (37,741) (19,556) (15,038) (4,727) (1,151)
--------- -------- -------- -------- -------- -------
133,207 72,477 39,814 27,483 9,126 2,391
--------- -------- -------- -------- -------- -------
SERVICE COMPANY BUSINESS:
Management fees and other income .. 22,675 13,937 8,367 8,132 3,217 6,533
Management and other expenses ..... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173)
Corporate overhead allocation ..... (196) (588) (590) (581) -- --
--------- -------- -------- -------- -------- -------
5,715 2,976 2,217 2,401 1,006 360
--------- -------- -------- -------- -------- -------
General and administrative expenses (11,418) (5,396) (1,512) (1,804) (977) (36)
Interest expense .................. (88,208) (51,385) (24,802) (13,322) (1,576) (4,214)
Interest income ................... 29,252 8,676 523 658 123 --
Equity in earnings of
unconsolidated subsidiaries ..... 12,009 4,636 -- -- -- --
Equity in losses of unconsolidated
real estate partnerships ........ (2,665) (1,798) -- -- -- --
Loss from IPLP Exchange and
Assumption ...................... (2,648) -- -- -- -- --
Minority interest ................. (1,868) 1,008 (111) -- -- --
Amortization of goodwill .......... (8,735) (948) (500) (428) -- --
--------- -------- -------- -------- -------- -------
Income from operations ............ 64,641 30,246 15,629 14,988 7,702 (1,499)
Gain on disposition of properties . 4,287 2,720 44 -- -- --
--------- -------- -------- -------- -------- -------
Income (loss) before
extraordinary item .............. 68,928 32,966 15,673 14,988 7,702 (1,499)
Extraordinary item -- early
extinguishment of debt .......... -- (269) -- -- -- --
--------- -------- -------- -------- -------- -------
Net income (loss) ................. $ 68,928 $ 32,697 $ 15,673 $ 14,988 $ 7,702 $(1,499)
========= ======== ======== ======== ======== =======
OTHER INFORMATION:
Total owned or controlled
properties (end of period) ...... 234 147 94 56 48 4
Total owned or controlled apartment
units (end of period) ........... 61,672 40,039 23,764 14,453 12,513 1,711
Total equity apartment units
(end of period) ................. 171,657 83,431 19,045 19,594 20,758 29,343
Units under management (end of
period) ......................... 146,034 69,587 19,045 19,594 20,758 29,343
Basic earnings per OP Unit ........ $ 0.80 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A
Diluted earnings per OP Unit ...... $ 0.78 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A
Distributions paid per OP Unit .... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A
</TABLE>
<PAGE>
Annex III
FINANCIAL DATA OF AIMCO
The historical selected financial data for AIMCO for the years ended
December 31, 1998, 1997 and 1996 is based on audited financial statements. The
historical selected financial data for AIMCO for the year ended December 31,
1995 and the period from January 10, 1994 (the date of inception) through
December 31, 1994 and for the AIMCO Predecessors for the period January 1, 1994
through July 28, 1994 is based on audited financial statements.
<TABLE>
<CAPTION>
AIMCO
AIMCO Predecessors
-------------------------------------------------------------- --------------
For the Period For the Period
January 10, January 1,
1994 1994
For the Year Ended December 31, Through Through
--------------------------------------------- December 31, July 28,
1998 1997 1996 1995 1994 1994
---------- ---------- -------- -------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income ........... $ 377,139 $ 193,006 $100,516 $ 74,947 $ 24,894 $ 5,805
Property operating expenses ....... (147,541) (76,168) (38,400) (30,150) (10,330) (2,263)
Owned property management
expenses ........................ (11,013) (6,620) (2,746) (2,276) (711) --
Depreciation ...................... (84,635) (37,741) (19,556) (15,038) (4,727) (1,151)
---------- ---------- -------- -------- -------- --------
133,950 72,477 39,814 27,483 9,126 2,391
---------- ---------- -------- -------- -------- --------
SERVICE COMPANY BUSINESS:
Management fees and other income .. 24,103 13,937 8,367 8,132 3,217 6,533
Management and other expenses ..... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173)
Corporate overhead allocation ..... (196) (588) (590) (581) -- --
---------- ---------- -------- -------- -------- --------
7,143 2,976 2,217 2,401 1,006 360
---------- ---------- -------- -------- -------- --------
General and administrative expenses (14,650) (5,396) (1,512) (1,804) (977) (36)
Interest expense .................. (89,424) (51,385) (24,802) (13,322) (1,576) (4,214)
Interest income ................... 30,450 8,676 523 658 123 --
Equity in losses of unconsolidated
partnerships .................... (4,854) (1,798) -- -- -- --
Equity in earnings of
unconsolidated subsidiaries ..... 11,570 4,636 -- -- -- --
Minority interest in other entities (468) 1,008 (111) -- -- --
Amortization of goodwill .......... (8,735) (948) (500) (428) -- --
---------- ---------- -------- -------- -------- --------
Income from operations ............ 64,982 30,246 15,629 14,988 7,702 (1,499)
Gain on disposition of properties . 4,674 2,720 44 -- -- --
---------- ---------- -------- -------- -------- --------
Income (loss) before extraordinary
item and minority interest in
operating partnership ........... 69,656 32,966 15,673 14,988 7,702 (1,499)
Extraordinary item -- early
extinguishment of debt .......... -- (269) -- -- -- --
---------- ---------- -------- -------- -------- --------
Income (loss) before minority
interest in operating partnership 69,656 32,697 15,673 14,988 7,702 (1,499)
Minority interest in operating
partnership ..................... (5,182) (4,064) (2,689) (1,613) (559) --
---------- ---------- -------- -------- -------- --------
Net income (loss) ................. $ 64,474 $ 28,633 $ 12,984 $ 13,375 $ 7,143 $ (1,499)
========== ========== ======== ======== ======== ========
OTHER INFORMATION:
Total owned or controlled
properties (end of period) ...... 242 147 94 56 48 4
Total owned or controlled
apartment units (end of period) . 63,086 40,039 23,764 14,453 12,513 1,711
Total equity apartment units
(end of period) ................. 170,243 83,431 19,045 19,594 20,758 29,343
Units under management (end of
period) ......................... 146,034 69,587 19,045 19,594 20,758 29,343
Basic earnings per common share ... $ 0.84 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A
Diluted earnings per common share . $ 0.80 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A
Dividends paid per common share ... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A
BALANCE SHEET INFORMATION:
Real estate, before accumulated
depreciation .................... $2,802,598 $1,657,207 $865,222 $477,162 $406,067 $ 47,500
Real estate, net of accumulated
depreciation .................... 2,573,718 1,503,922 745,145 448,425 392,368 33,270
Total assets ...................... 4,268,285 2,100,510 827,673 480,361 416,739 39,042
Total mortgages and notes payable . 1,660,715 808,530 522,146 268,692 141,315 40,873
</TABLE>
May 10, 1999
Denver, Colorado
FOR IMMEDIATE RELEASE
AIMCO Properties, L.P. ("AIMCO") has extended its offer to purchase up
to 607.5 outstanding units of limited partnership interests (the "Units") of
Jacques-Miller Income Fund L.P.-II for $95 per Unit in cash to June 8, 1999. As
of May 7, 1999, approximately 1245 Units had been deposited pursuant to AIMCO's
offer. It is expected that AIMCO will further amend its offer to increase the
number of Units being sought to an amount in excess of that currently deposited.
For additional information, contact River Oaks Partnership Services,
Inc., AIMCO's information agent, at (888) 349-2005 or (201) 896-1900.
