SCHEDULE 14A INFORMATION
Consent Solicitation Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
RAL Yield + Equities IV Limited Partnership
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: $8,466,000
5) Total fee paid: $1,693
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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RAL Yield + Equities IV Limited Partnership
20875 Crossroads Circle, Suite 800
Waukesha, Wisconsin 53186
September 25, 1998
Dear Limited Partner:
The enclosed materials solicit the consent of Limited Partners of RAL
Yield + Equities IV Limited Partnership ("RAL IV" or the "Partnership") to the
sale of substantially all of the operating assets of the Partnership to Great
Lakes Investors LLC ("Great Lakes") and the distribution of the Partnership's
remaining assets to its partners.
If the sale of the Partnership's assets is approved by the requisite
vote and consummated, the General Partners anticipate that the holders of
limited partnership interests of RAL IV (the "RAL IV Interests") would receive,
within 60 days after the closing of the sale, approximately $453 for each RAL IV
Interest. The Partnership will be dissolved as soon as practicable following the
closing of the sale of the Partnership's assets.
Additional information about the proposed sale of the Partnership's
assets is set forth in the accompanying Consent Solicitation Statement, which
the General Partners advise you to carefully review.
The General Partners of the Partnership have approved the sale of RAL
IV's assets to Great Lakes, subject to the consent of the holders of a majority
of outstanding RAL IV Interests. The General Partners of the Partnership
recommend that you vote your RAL IV Interests to consent to the sale of the
Partnership's assets and for its dissolution as soon as practicable thereafter
for the reasons set forth under "PROPOSED SALE OF PARTNERSHIP ASSETS AND
SUBSEQUENT DISSOLUTION OF THE PARTNERSHIP -- Background and Reasons for the
Sale" in the attached Consent Solicitation Statement.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED REPLY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. Your vote may be revoked or changed at any time prior to
October 22, 1998, the date set for the tabulation of the vote on the proposal,
by providing written notice to the Partnership, c/o RAL Asset Management Group,
20875 Crossroads Circle, Suite 800, Waukesha, Wisconsin 53186, or by executing
and returning a Reply Card bearing a later date.
Very truly yours,
/s/ Robert A. Long
Robert A. Long
On behalf of each of the General Partners of
RAL Yield + Equities IV Limited Partnership
PLEASE COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED REPLY CARD TODAY
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RAL Yield + Equities IV Limited Partnership
SOLICITATION OF CONSENT OF LIMITED PARTNERS
This Consent Solicitation Statement is Dated September 25, 1998
Voting on the Proposal Described Below
Will Close on October 22, 1998
The General Partners of RAL Yield + Equities IV Limited Partnership, a
Wisconsin limited partnership ("RAL IV" or the "Partnership") hereby solicit the
written consent of the limited partners of the Partnership (the "Limited
Partners") to approve the Asset Purchase Agreement, dated February 17, 1998, as
amended (the "Purchase Agreement") by and between the Partnership and Great
Lakes Investors LLC ("Great Lakes"), to approve the sale of substantially all of
the assets of the Partnership to Great Lakes pursuant to the Purchase Agreement
(the "Sale"), the distribution of the Partnership's net assets following the
closing of the Sale, and the dissolution of the Partnership as soon as
practicable thereafter, all as set forth in this Consent Solicitation Statement.
The General Partners anticipate, based on certain assumptions
described in this Consent Solicitation Statement, that the approximate total
cash distribution to the Limited Partners resulting from the Sale will be equal
to approximately $453 for each limited partnership interest in the Partnership
(the "RAL IV Interests"). The General Partners have fixed August 31, 1998 as the
record date for determining the Limited Partners having the right to receive
notice of, and to vote on, the proposal described herein. Each RAL IV Interest
shall be entitled to one vote on the proposal. A list of Limited Partners
entitled to vote on the proposal will be available during ordinary business
hours at the Partnership's executive offices, 20875 Crossroads Circle, Suite
800, Waukesha, Wisconsin 53186, from the date hereof through October 22, 1998,
for examination by any Limited Partner for purposes germane to the consent
solicitation. The telephone number of the Partnership's principal executive
offices is (414) 798-0900.
By Order of the General Partners of
RAL Yield + Equities IV Limited Partnership,
/s/ Robert A. Long
Robert A. Long
General Partner
Waukesha, Wisconsin
September 25, 1998
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THE GENERAL PARTNERS UNANIMOUSLY RECOMMEND THAT YOU VOTE "YES" TO APPROVE THE
PURCHASE AGREEMENT, THE SALE AND THE SUBSEQUENT DISSOLUTION OF THE PARTNERSHIP.
YOUR VOTE, WHICH IS BEING SOLICITED BY THE GENERAL PARTNERS OF THE PARTNERSHIP,
IS IMPORTANT. PLEASE SIGN AND MAIL THE ENCLOSED REPLY CARD TODAY. A RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED
FOR THAT PURPOSE.
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TABLE OF CONTENTS
Page
CONSENT SOLICITATION.............................................. 1
Voting in the Consent Solicitation....................... 1
Related Transactions with Great Lakes.................... 1
Solicitation Expenses.................................... 1
PROPOSED SALE OF PARTNERSHIP ASSETS
AND SUBSEQUENT DISSOLUTION OF THE PARTNERSHIP................... 3
General Overview......................................... 3
Conditions to Closing of the Sale........................ 3
Purchase Price; Anticipated Distributions................ 3
Vote Required............................................ 4
Recommendation of the General Partners................... 4
Background and Reasons for the Sale...................... 4
Opinion of Valuation Advisor............................. 6
The Purchase Agreement................................... 11
Interests of Certain Persons in the Transaction.......... 13
TAX CONSIDERATIONS................................................ 15
Taxation of Partnerships in General...................... 15
Basis of Partnership Interests........................... 15
Allocation of Income, Gain, Loss and Deduction
Among the Partners..................................... 16
Sales Of Partnership Properties.......................... 16
Liquidation of the Partnership........................... 17
Alternative Minimum Tax.................................. 17
Conclusion............................................... 17
ADDITIONAL INFORMATION FOR LIMITED PARTNERS....................... 19
Dissenters' Rights....................................... 19
Receipt of Distributions After the Sale.................. 19
Operations Following the Sale and Effect of
the Sale on Limited Partners........................... 19
THE PARTNERSHIP................................................... 20
Selected Historical Financial and Operating Data......... 20
Description of Business.................................. 20
Properties............................................... 20
Legal Proceedings........................................ 22
Security Ownership of Certain Beneficial Owners
and Management......................................... 22
Comparative Per-Interest Data............................ 23
Market Price Data........................................ 23
EXPERTS ......................................................... 23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE................ 23
LIST OF APPENDICES
ASSET PURCHASE AGREEMENT, AS AMENDED...................... APPENDIX A
FAIRNESS OPINION OF VALUATION RESEARCH CORPORATION........ APPENDIX B
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CONSENT SOLICITATION
This Consent Solicitation Statement is being furnished by the General
Partners of RAL IV to the Limited Partners for the solicitation of written
consents from the Limited Partners in connection with a proposal to sell
substantially all of the operating assets of the Partnership to Great Lakes and
to dissolve the Partnership as soon as practicable thereafter, as described in
greater detail herein.
This Consent Solicitation Statement is first being mailed to the
Limited Partners on September 25, 1998.
Voting in the Consent Solicitation
Record Date; Interests Entitled to Vote. Only holders of record of RAL
IV Interests at the close of business on August 31, 1998 (the "Record Date") are
entitled to notice of and to vote on the proposal. Each RAL IV Interest is
entitled to one vote with respect to the proposal. As of the Record Date, there
were 19,620.5 RAL IV Interests outstanding and entitled to notice of and to vote
on the proposal.
Vote Required. Pursuant to the Partnership Agreement, the affirmative
consent of the holders of a majority of the issued and outstanding RAL IV
Interests as of the Record Date must be received by October 22, 1998, the date
set by the General Partners for tabulating the consents, or by such later date
as may be determined by the General Partners. Therefore, abstentions and broker
non-votes will have the same effect as a vote against the proposal described
herein.
Reply Cards. All properly executed Reply Cards, returned to the General
Partners, c/o RAL Asset Management Group, will be voted in accordance with the
specifications thereon, or, if no specifications are made, will be voted FOR
approval of the proposal described herein. Any Reply Card may be revoked by a
Limited Partner prior to October 22, 1998 by delivering written notice to the
General Partners stating that the Reply Card is revoked or by execution and
delivery of a Reply Card bearing a later date.
Related Transactions with Great Lakes
The General Partners of the Partnership are also General Partners of
four other limited partnerships (the "Affiliated Partnerships") that have each
entered into agreements to sell substantially all of their operating assets to
Great Lakes (the "Related Transactions"). The Sale is conditioned on the closing
of the Related Transactions with three of the Affiliated Partnerships (RAL Yield
Equities II Limited Partnership, RAL Yield + Equities III Limited Partnership,
and RAL Income + Equity Growth V Limited Partnership), each of which
transactions is contingent on the approval of the limited partners of such
partnerships. The closing of the Sale is not contingent on closing or approval
of the sale of the fourth Affiliated Partnership, RAL Germantown/Monroe Income
Limited Partnership. See "Interests of Certain Persons in the Transaction."
Solicitation Expenses
In addition to solicitation by mail, the employees of the Partnership
and its representatives may solicit consents from Limited Partners by telephone,
fax or in person. Such persons will not be additionally compensated, but will be
reimbursed for their reasonable, out-of-pocket expenses incurred in connection
with such solicitation. Arrangements will also be made with brokerage firms,
nominees, fiduciaries and other custodians for the forwarding of solicitation
materials to the beneficial owners of limited partnership interests held of
record by such entities and the Partnership will reimburse such persons for
their reasonable out-of-pocket expenses in connection therewith. In addition,
the General Partners of the Partnership and the Affiliated Partnerships may
obtain, collectively, the services of a proxy solicitation firm.
Together with the Affiliated Partnerships, the Partnership will bear,
pro rata (based on each partnership's respective base purchase price), the costs
of the solicitation of consents from the Limited Partners and the limited
partners of the Affiliated Partnerships. The General Partners estimate that the
portion of such costs attributable to
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RAL IV will not exceed $120,000, which includes printing costs, postage, fees of
a proxy solicitation firm, and legal and accounting fees. Of such amount, the
General Partners of RAL IV expect that the fees of the proxy solicitation firm
attributable to RAL IV will not exceed $8,000.
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PROPOSED SALE OF PARTNERSHIP ASSETS
AND SUBSEQUENT DISSOLUTION OF THE PARTNERSHIP
General Overview
The following is a brief summary of the material aspects of the
Purchase Agreement and the Sale. This summary is qualified in all respects by
the text of the Purchase Agreement, which is attached as Appendix A to this
Consent Solicitation Statement and is incorporated herein by this reference.
Limited Partners are advised to read the Purchase Agreement carefully in its
entirety.
The Purchase Agreement provides for the sale to Great Lakes of
substantially all of the Partnership's assets, principally its interest in real
estate owned by the Partnership (the "Real Property"), lease contracts relating
to the Real Property, and the personal property and intangible assets related to
the operation of the Real Property and the Partnership. The Partnership will
retain any cash on hand at the time the Sale is completed.
Conditions to Closing of the Sale
The closing of the Sale is subject to the following principal
conditions: (i) the approval of the Sale by the Limited Partners, (ii) the
closing of the Related Transactions involving RAL Yield Equities II Limited
Partnership, RAL Yield + Equities III Limited Partnership and RAL Income +
Equity Growth V Limited Partnership, (iii) the remediation of any defects in
title to the Real Property that may be revealed by surveys to be ordered by
Great Lakes, (iv) remediation of any defects in the Real Property that may be
revealed by environmental assessments to be ordered by Great Lakes, (v) the
receipt of consents of certain third parties to the assignment of the
Partnership's contractual rights to Great Lakes, and (vi) the receipt by the
Partnership of a satisfactory opinion by an independent valuation company as to
the fairness of the consideration to be received by the Partnership under the
Purchase Agreement. Until the satisfaction or waiver of such conditions, the
Sale will not occur, except that, in the event that environmental assessments of
certain parcels of Real Property reveal defects, then Great Lakes may elect to
proceed with the Sale, but with a price adjustment designed to reflect the costs
of remediation of such defects. The amount of any such adjustments is limited
under the Purchase Agreement to the lesser of $100,000 or 10% of the portion of
the total purchase price allocated to such parcel. The estimated distributions
to Limited Partners of approximately $453 per RAL IV Interest assume no such
adjustment. As of the date of this Consent Solicitation Statement, no approvals
of any state or federal regulatory agencies are required to consummate the Sale.
See "-- The Purchase Agreement -- Conditions to Closing."
If one or more of the Related Transactions cannot be closed
contemporaneously with the Sale for any reason, and the General Partners and
Great Lakes elect to waive such condition to closing, the General Partners would
not resolicit the consent of the Limited Partners to the Sale. Since the
Partnership and the Affiliated Partnerships have each agreed to pay a pro rata
share of the costs of the Sale and the Related Transactions, regardless of
whether each such transaction is ultimately completed, the failure to consummate
one or more of the Related Transactions will have no effect on the distributions
to be made to holders of RAL IV Interests following the closing of the Sale. If
any other condition to the closing of the Sale is waived by the Partnership, the
General Partners intend to resolicit the consents of the Limited Partners if
they believe that such waiver may make the terms of the Sale materially less
advantageous to the Limited Partners.
Purchase Price; Anticipated Distributions
Pursuant to the Purchase Agreement, the aggregate base purchase price
to be paid for the assets of the Partnership will be $8,466,000. Such base
purchase price will be adjusted, as of the closing of the Sale, for proratable
items, such as current and prepaid rent, real estate and other taxes and utility
charges. In addition, Great Lakes will receive a credit for any rent concessions
granted by the Partnership to its existing tenants. The General Partners believe
that none of the adjustments to the purchase price described in this paragraph
are likely to materially affect distributions to the Limited Partners.
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Based on the General Partners' analysis of the Purchase Agreement,
taking into account all liabilities or obligations which must be paid by the
Partnership prior to its dissolution, the General Partners believe that the
portion of the sales consideration available for distribution to Limited
Partners will be affected by (i) an estimated $196,000 in costs associated with
the Sale, including real estate transfer fees, solicitation expenses, costs of
title insurance and title sureys, and fees of accountants, attorneys and the
Partnership's valuation advisor and (ii) the net repayment of obligations,
decreasing cash available for distribution by approximately $189,000, resulting
in estimated net proceeds from the sale of approximately $8,080,000. Such net
proceeds, after payment of partnership expenses and taking into account cash on
hand, will be distributed to the Limited Partners within 60 days of the closing
of the Sale.
The per-Interest amount of the distribution to Limited Partners
described herein is an estimate only. Actual distributions will be based on the
amount of consideration to be received for the Partnership's assets, as adjusted
for prorated items and any credits for rent concessions, and the Partnership's
cash reserves as of date of the closing of the Sale, in addition to the amount
of the Partnership's indebtedness and expenses associated with the Sale.
Vote Required
The approval of the Purchase Agreement, the Sale and the subsequent
dissolution of the Partnership as soon as practicable requires the affirmative
consent of holders of a majority of RAL IV Interests outstanding at the Record
Date. Therefore, abstentions and broker non-votes will have the same effect as a
vote against the proposal.
Recommendation of the General Partners
As described in further detail below, the General Partners believe that
the terms of the Sale are fair and reasonable and are in the best interests of
the Partnership and the Limited Partners. Therefore, the General Partners of the
Partnership have unanimously approved the Sale and recommend that the Limited
Partners of the Partnership consent to the Purchase Agreement, the Sale, and the
subsequent dissolution of the Partnership.
Background and Reasons for the Sale
Background. The business plan of the Partnership has always provided
that the Partnership will seek to sell properties within seven to ten years of
their acquisition and whenever the Partnership is presented with an offer
reflecting attractive valuations and other transaction terms that are in the
interests of the Partnership and its Limited Partners. Since its creation in
1986, RAL IV has received and solicited offers to purchase portions of its real
estate holdings from time to time. Some of the resulting negotiations have
resulted in the sale of individual parcels and distribution of proceeds to the
Limited Partners.
For the past several years, the General Partners of the Partnership
have believed that the value to be realized by the Limited Partners may be
maximized by grouping all of the Real Property, as well as the real property
owned by the Affiliated Partnerships, into a series of related sales with a
single buyer, in large part, because such a sale may involve considerably lower
transaction costs, for both buyer and sellers, compared with the sale of each of
the properties in separate transactions. Moreover, the General Partners have
been concerned that the sale of only a portion of the Real Property would leave
the Partnership with higher operational costs relative to earnings. Because an
active trading market for the RAL IV Interests has never developed, the General
Partners have also sought to sell all of the Real Property to allow the Limited
Partners to liquidate their investments, provided that a buyer could be found to
offer a fair purchase price.
The General Partners have been discussing the terms of a sale of the
Partnership's assets to Great Lakes or its affiliates for the past several
years. Douglas C. Heston, one of Great Lakes' members, is also a shareholder,
director and officer of First Financial Realty Management, Inc. ("FFRM"). Since
1993, FFRM has been responsible for managing the Real Property pursuant to a
Property Management Subcontract with Midwest Property Management II, Inc. FFRM
has also been responsible for performing partnership administration services for
the Partnership since 1993. As a result of FFRM's property management and
partnership administration services, the
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General Partners have believed that Mr. Heston, or an entity in which he was a
principal, would be a knowledgeable buyer of the Partnership's assets, able to
evaluate the peculiar attributes of the Real Property and to offer an aggregate
purchase price and other transaction terms that would maximize the value to be
realized by the Limited Partners. In particular, the General Partners have
placed great emphasis on finding a buyer, such as Great Lakes, that is willing
to purchase the Real Property on an "as-is, where-is" basis. See "-- The
Purchase Agreement -- Representations and Warranties."
Early in the negotiations with Mr. Heston for the sale of the
Partnership's assets, another potential buyer expressed an interest in
purchasing some of the Real Property and certain parcels of the real property of
the Affiliated Partnerships. That potential buyer and its principals were the
owners of numerous mobile home parks located throughout the United States and
initially proposed a purchase of only the mobile home parks owned by RAL IV and
the Affiliated Partnerships. Because of the perceived advantage in a sale of all
of the Real Property to a single buyer, and in order to receive an offer that
was at least as favorable to the offer from Great Lakes, the General Partners
told such prospective buyer that it should consider making an offer to purchase
all of the Real Property, not just the Partnership's mobile home parks. Despite
its agreement to submit such an offer, ultimately that potential buyer submitted
a non-binding letter of intent for the purchase of the Partnership's mobile home
parks only. Based on the purchase price offered for the mobile home parks and
the likely effect of such a transaction on negotiations with Great Lakes for the
sale of all of the Real Property, the General Partners did not continue
negotiations with that potential buyer. However, since the purchase price
proposed by that potential buyer for the mobile home parks was slightly higher
than the price allocated to the mobile home parks in Great Lakes' original
proposal, the General Partners insisted that Great Lakes increase its offer to
match the price offered by that potential buyer, which Great Lakes agreed to do.
In February 1998, Great Lakes presented to the General Partners a final
offer for all of the Real Property, which the General Partners believe reflected
a fair valuation of the Real Property and other transaction terms favorable to
the Partnership and the Limited Partners.
Other than as described above, the Partnership participated in no
negotiations or discussions with any party regarding the sale of any of the Real
Property or any other alternative to the Sale.
The terms of the Sale were approved by the General Partners of the
Partnership at a meeting held on February 12, 1998. At the meeting, the General
Partners received presentations concerning, and reviewed carefully the terms and
conditions of, the proposed Sale with legal counsel. In considering whether to
recommend approval of the Purchase Agreement and the Sale to the Limited
Partners, the General Partners considered, among other things, the historical
trading prices and trading information for the Interests and information
presented by Valuation Research Corporation, including an analysis of likely
future income, other comparable real estate being sold, and an asset analysis.
The General Partners also discussed the Partnership's results of operations for
1996 and 1997, as well as its growth potential for succeeding years.
Reasons for Entering into the Purchase Agreement with Great Lakes. In
approving the final Purchase Agreement and the Sale and recommending approval
thereof to the Limited Partners, the General Partners considered the factors
listed below in addition to the factors listed above, which together include all
of the considerations, identified by the General Partners, that might argue
against recommendation of the Sale to the Limited Partners.
1. The base consideration and the estimated distributions to be
received by the Limited Partners of the Partnership within
60 days of the closing of the Sale;
2. Information concerning the financial strength and business
reputation of Great Lakes and its principals;
3. The terms, other than the financial terms, of the Purchase
Agreement;
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4. The relative strengths and weaknesses of other prospective
buyers of some or all of the Real Property;
5. The prospects for enhancing the financial position and
results of the Partnership and arriving at a more attractive
agreement for the sale of the Real Property in the future;
6. The prospects for finding one or more buyers of a portion of
the Real Property at prices in excess of the prices
allocated to such parcels by the Partnership and Great Lakes
under the Purchase Agreement;
7. The difficulties and costs that would be faced by the
Partnership in identifying and taking advantage of new
opportunities in the relevant real estate markets or in
finding alternative buyers for the Real Property if the Sale
was not consummated;
8. The opinion of Valuation Research Corporation, in light of
the assumptions and limitations set forth therein, that the
consideration to be received by the Partnership pursuant to
the Purchase Agreement is fair from a financial point of
view; and
9. The fact that the Partnership has engaged in no other
substantive negotiations toward, and has received no other
formal offers for the purchase of all of the Real Property,
or any portion of the Real Property, at prices as attractive
to those to be realized by the Sale.
Other than as described above, the General Partners considered no
alternatives to the Sale. The foregoing discussion includes all factors known to
the Partnership, the General Partners, or their affiliates that may affect
materially (i) the amount of the distributions to be made to Limited Partners
following the Sale, (ii) the values assigned to the Real Property for purposes
of comparison to alternatives to the Sale, and (iii) the fairness of the Sale to
the Limited Partners.
Opinion of Valuation Advisor
Background. The General Partners of the Partnership engaged Valuation
Research Corporation ("VRC") to render an opinion with respect to the fairness,
from a financial point of view, of the consideration to be received by the
Partnership pursuant to the Sale. VRC is a nationally-recognized firm engaged in
the valuation of businesses and their securities in connection with acquisitions
and mergers, negotiated underwritings, private placements, and valuations for
corporate and other purposes. The General Partners selected VRC primarily
because of its expertise and reputation, and secondarily because of its cost
competitiveness. Each of the Affiliated Partnerships have similarly retained VRC
to provide an opinion as to the fairness, from a financial point of view, of the
consideration to be received under their respective asset purchase agreements
with Great Lakes. The aggregate fees of VRC for the Partnership and the
Affiliated Partnerships, which are collectively payable by the partnerships, pro
rata (based on base purchase prices), will be approximately $72,000 ($27,000 of
which will be payable by RAL IV). None of RAL IV or the Affiliated Partnerships
has ever retained VRC for any other purpose in the past.
On September 1, 1998, VRC delivered its written fairness opinion (the
"Fairness Opinion") to the General Partners of RAL IV, to the effect that, as of
such date, the consideration to be received by the Partnership as set forth in
the Purchase Agreement was fair to the Partnership and to the Limited Partners
from a financial point of view. The Fairness Opinion, which sets forth
assumptions made and matters considered, appears as Appendix B to this Consent
Solicitation Statement and is incorporated herein by reference. The Limited
Partners are urged to read the Fairness Opinion in its entirety. VRC's Fairness
Opinion was delivered for the information of the Partnership and does not
constitute a recommendation as to how any Limited Partner should vote on the
proposed Sale and subsequent dissolution of the Partnership. The following
summary of the Fairness Opinion is qualified in its entirety by reference to the
full text of the Fairness Opinion.
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VRC was not requested to serve as a financial advisor to the General
Partners or the Partnership, or to assist the General Partners or the
Partnership in determining a purchase price for the Partnership's assets. The
General Partners did not place any limitation on the scope of VRC's
investigation or review. In addition, VRC was not requested to and did not
analyze or give any effect to the impact of any federal, state or local income
taxes to the Partnership or the Limited Partners arising out of the Sale. The
Partnership has agreed to indemnify VRC against certain liabilities arising out
of its engagement to prepare and deliver the Fairness Opinion.
The General Partners have not asked VRC to update the Fairness Opinion.
However, the General Partners intend to ask for an updated fairness opinion in
the event that the Partnership agrees to an amendment to the Purchase Agreement
that is materially adverse to the interests of the Partnership or the Limited
Partners, or if there is a substantial, unanticipated change, after the date of
the Fairness Opinion, in factors affecting the likely future results of the
Partnership's operations or the value of the Real Property that could materially
increase the value of the Partnership's assets.
In rendering the Fairness Opinion, VRC held discussions with the
General Partners and became familiar with the assets involved in the proposed
Sale. In addition, VRC examined extensive data provided by the Partnership and
published market data pertaining to the underlying assets of the Partnership.
This included, but was not limited, to the following:
o Audited financial statements for the Partnership for the
years 1993 through 1996.
o Unaudited financial statements and other internal financial
analysis for the individual owned properties that
constituted the Real Property for the years 1993 through
1997.
o Market data pertaining to the current real estate market in
the neighborhoods of the Real Property.
o Demographic and economic histories and projections for the
neighborhoods in which the Real Property is located.
o Review of comparable sales and lease data for the Real
Property.
The basis of VRC's Fairness Opinion is the current market value of the
underlying assets of the Partnership. VRC did not take into consideration any
other assets that may be owned by the Partnership nor any liabilities or debt
associated with any of the Real Property. For purposes of its Fairness Opinions,
VRC defines "market value" as:
The most probable price that a property should bring in a competitive
and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming
the price is not affected by undue stimulus. Implicit in this
definition is the consummation of a sale as of a specified date and the
passing of title from seller to buyer under conditions whereby:
o Buyer and seller are typically motivated;
o Both parties are well informed or well advised, and acting
in what they consider their best interests;
o A reasonable time is allowed for exposure in the open
market;
o Payment is made in terms of cash in U.S. dollars or in terms
of financial arrangements comparable thereto; and
o The price represents the normal consideration for the
property sold, unaffected by special or creative financing
or sales concessions granted by anyone associated with the
sale.
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To determine the value of the Real Property, VRC relied primarily on
the income approach. Typically, appraisers use up to three approaches in valuing
real property: the cost approach, the direct sales comparison approach and the
income approach. These approaches are based, respectively, on the cost to
replace assets, the market exchanges of comparable properties, and the
capitalization of income. In VRC's analysis, all three methods of valuation were
considered; however, because of the income-producing nature of the Real Property
and the current real estate market, VRC placed more emphasis on the income
approach and used the direct sales comparison approach and the cost approach as
a check on the reasonableness of the results obtained using the income approach.
VRC also considered the highest and best use of the property. The
valuation of real estate is based on its most profitable likely use. The highest
and best use is arrived at by testing potential uses of the property, both as
improved and as though vacant, to find the use that is physically possible,
legally permitted, financially feasible and produces the highest price or value.
In each case, VRC found the current use of the Real Property to be the highest
and best use of the property.
The following paragraphs summarize the significant quantitative and
qualitative analyses performed by VRC in arriving at the Fairness Opinion. VRC
considered all such quantitative and qualitative analyses in connection with its
valuation analysis but has relied more on the income capitalization approach
than the other two.
Income Capitalization Approach. VRC believes that the "income
capitalization approach" to valuation of income-producing real estate is still
the primary factor in investment decisions for real estate investors. The basic
premise of the income approach is that the earning power of a real estate
investment is the critical element affecting its value. Income capitalization
methods, techniques, and procedures represent attempts to quantify the present
worth of anticipated future income.
The two accepted methods of applying the income approach are defined
below:
Direct Capitalization - a method by which an estimate of a single
year's income expectancy or an annual average of several years' income
expectancies are converted to an indication of value by one direct
step, either by dividing the income estimate by an appropriate rate or
by multiplying the income estimate by an appropriate factor.
Discounted Cash Flow Analysis - A set of procedures in which the
quantity, variability, timing, and duration of periodic income, as well
as the quantity and timing of reversions, are specified and discounted
to a present value at a specified yield rate.
Value is created by the expectation of benefits to be derived in the
future, and value may be defined as the present worth of all rights to future
benefits. All income capitalization methods, techniques, and procedures
represent attempts to quantify expected future benefits. With adequate
information and proper use, direct capitalization and yield capitalization
methods should produce similar value indications. In choosing which of the two
(or both) methods to apply, the appraiser considers the typical investor's view
of market value.
The first step in both income approaches is the determination of a
proper rental or revenue stream that one would expect to be able to obtain from
the subject property, based on actual historical operations and a study of
comparable rental properties. A similar analysis of typical operating expenses,
along with expected vacancy and collection losses, aids in constructing an
operating statement that results in a net operating income for the first and
subsequent years. The estimated first-year net operating income can then be
converted into an indicated property value through the overall direct
capitalization process, while the estimated future cash flows can be converted
into an indicated value by discounting those individual yearly amounts to a
present value.
VRC's analysis began with an estimate of each subject market's rent
potential, based on an analysis of the actual rentals in place with the subject
property and market information pertaining to comparable rental rates in the
subject's area. Using this information, a potential gross income estimate was
made. This estimated potential gross
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income was projected to grow over the course of the projection period (10 years)
at various rates, based on current and forecasted economic conditions in each of
the subject areas.
Secondly, allowances for vacancy and collection losses were made, based
on market surveys in each of the subject areas and actual historical performance
of the subject properties. This adjustment ranged from a low of 2% for the
mobile home parks to 5% for the apartment complexes. The result of subtracting
the vacancy and collection loss estimate from the estimated gross income is the
effective gross income. It is this effective gross income that is used to pay
for any operating expenses associated with the operation of the subject
properties. The estimate of the operating expenses was based on a combination of
historical expenses of the subject and published market surveys. These operating
expenses were projected to grow at a projected 2.5% to 3.0% inflation rate per
year over the course of the 10-year projection period. In addition to the normal
operating expenses, an estimate of the cost and timing of major capital
improvements was made and used as an added expense. The basis for this capital
improvement expense adjustment was the actual age and size of each subject
property and the projected amount and timing of replacements for such major
items as roadway repair, sewer and water line maintenance, roofing, heating,
ventilating and air conditioning units, etc.
The net operating income is the cash flow that accrues to the owner of
the property, after deductions for the above expenditures and allowances. It is
this net operating income that was converted into an estimate of value.
The following table sets forth the estimated aggregate revenues,
expenses and net operating income of the Real Property for each of the
twelve-month periods ending December 31, 1998 through December 31, 2007 that
were included in the financial forecasts used by VRC in connection with the
preparation of the Fairness Opinion.
Estimated Aggregate Revenues, Expenses and Net Operating Income
(In Thousands of Dollars)
Year 1998 1999 2000 2001 2002
Revenue $1,988 $2,039 $2,092 $2,147 $2,202
Expenses* 1,119 1,150 1,182 1,216 1,249
Net Income 869 889 910 931 953
Year 2003 2004 2005 2006 2007
Revenue $2,260 $2,320 $2,381 $2,443 $2,507
Expenses* 1,284 1,320 1,357 1,395 1,434
Net Income 976 1,000 1,024 1,048 1,073
*Including Capital Expenditures
In rendering the Fairness Opinion, VRC relied, without assuming
responsibility for independent verification, on the accuracy and completeness of
all financial and operating data, financial analyses, reports and other
information that were publicly available, compiled or approved by or otherwise
furnished or communicated to VRC by or on behalf of the Partnership. With
respect to the financial forecasts utilized by VRC, VRC believes that the
assumptions underlying the forecasts were reasonable and that, consequently,
there is a reasonable probability that the projections would prove to be
substantially correct. However, readers should be aware that actual revenues,
expenses and net operating income of the properties owned by the Partnership
would depend, to a large extent, on a number of factors that cannot be predicted
with certainty or that may be outside of the control of the General Partners,
including general business, market and economic conditions, supply and demand
for rental properties in the areas in which the Real Property is located, future
operating expenses and capital expenditure requirements for the properties,
future occupancy rates, the ability of the General Partners and property
managers for the properties to maintain the attractiveness of the properties to
tenants, real estate tax rates, changes in tax laws and other factors. As a
result, actual results could differ significantly from the forecasted results.
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Capitalization Rate Valuation Analysis. The relationship between net
operating income and value can be expressed in its overall rate of return, or
capitalization rate. VRC abstracted capitalization rates from market surveys
conducted by reputable national firms for each of the major metropolitan areas
in which the subject properties are located, including surveys conducted and
reported by The National Real Estate Index, the Korpacz Real Estate Investor
Survey and the American Council of Life Insurance. The indicated value for each
property was derived from the net operating income of each property, divided by
the appropriate capitalization rate. The capitalization rates used in this
analysis ranged from 9.0% to 12.0%, with an average of 10.8%.
Discounted Cash Flow Analysis. VRC also performed a discounted cash
flow analysis of (i) the present value of the forecasted cash flows from future
operations of the Real Property, and (ii) the present value of the estimated
proceeds of a sale of the property at the conclusion of the forecast period. In
completing this analysis, VRC utilized financial and operating forecasts of each
property's estimated cash flow for the twelve-month periods ending December 31,
1998 to December 31, 2007 and applied discount rates of 12.0% to 14.5%. The
residual value is based on capitalizing forecasted cash flow for the year 2008
at 10.5%. Since this discounted cash flow analysis assumes the immediate sale of
the properties to third parties, VRC did not take into account any tax
ramifications of the cash flow in this analysis, nor did VRC consider any
outstanding debt associated with the properties.
The Cost Approach. The cost approach is a valuation technique that uses
the concept of replacement as a value indicator. Replacement or reproduction
cost is estimated for the property being appraised, which is then adjusted for
losses in value (appraised depreciation) due to a variety of factors. This
process requires valuing the site as if vacant, then adding the replacement cost
of the improvements, based on market-derived costs for similarly constructed
properties. Then accrued depreciation from physical deterioration and
obsolescence is estimated and subtracted from the replacement cost to arrive at
the present value. VRC believes this approach provided a good check on the
estimated value obtained using the income approach for the fast-food restaurant
properties owned by the Partnerships, but it was not used for the mobile home
park.
The Direct Sales Comparison Approach. The sales comparison approach is
a valuation technique in which the value is estimated on the basis of market
prices in actual transactions. The technique consists of studying available
market comparable information and adjusting for differences. This process is
essentially that of comparison and correlation. Differences always exist between
properties, even though they may be almost identical and, therefore, adjustments
for these differences must be made. Some adjustments that may prove important
are: (i) conditions of the sale, (ii) financing terms, (iii) market conditions
(time), (iv) location, (v) physical characteristics, and (vi) income
characteristics. VRC believes that, for those properties currently encumbered by
a long-term lease, the direct sales comparison approach is not an appropriate
methodology to use, but that, for those properties that have yearly lease
renewals, it serves as a good check on the reasonableness of the value obtained
using the income approach.
Conclusion of Value. Based on the foregoing methodology and on such
other matters as VRC considered, it was VRC's opinion that, as of the date of
its Fairness Opinion, the purchase price of $8,466,000 for the assets of RAL IV
represented a fair value to the Partnership and the Limited Partners, from a
financial point of view, for such assets.
General Partners' Reliance on Fairness Opinion. In addition to the
limitations considered by VRC, as set forth above and in the Fairness Opinion
attached to this Consent Solicitation Statement as Appendix B hereto, the
General Partners considered the conclusion expressed in the Fairness Opinion in
light of the factors described under "--Background and Reasons for the Sale,"
including the prospects for increasing the profitability of the Partnership in
the absence of a sale of the Real Property and the prospects for identifying
buyers for some or all of the Real Property at prices higher than those to be
received pursuant to the Sale. Neither the General Partners nor VRC are aware of
any factors, other than those described above or in the Fairness Opinion, that
would not support the Fairness Opinion.
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The Purchase Agreement
General. The Purchase Agreement provides that, upon approval of the
Sale by a majority in interest of the Limited Partners and satisfaction or
waiver of the other conditions to the Sale, the Partnership will sell, and Great
Lakes will purchase, substantially all of the operating assets of the
Partnership, including the Real Property, all buildings and improvements
thereon, and the personal and intangible property used in connection with the
business of the Partnership, including equipment, vehicles, furniture, fixtures,
inventories and supplies, books, records, licenses, franchises, permits,
favorable leases and trade names. As part of the Sale, Great Lakes will assume
certain contractual obligations of the Partnership. The Purchase Agreement is
reproduced in its entirety as Appendix A to this Consent Solicitation Statement
and all references in this Consent Solicitation Statement to the Purchase
Agreement are qualified by reference thereto.
Closing of the Sale. The closing of the Sale (the "Closing") will occur
as promptly as practical after the requisite Limited Partner approval has been
obtained and all the conditions thereto, as set forth in the Purchase Agreement,
have been satisfied or waived. It is currently anticipated that all conditions,
other than required consents of the limited partners of the Partnership and the
Affiliated Partnerships and deliveries to be made at the Closing, will have been
satisfied prior to the date on which the tabulation of Limited Partners'
consents is to be made. If the Limited Partners and the limited partners of each
of the Affiliated Partnerships approve the Sale, the General Partners expect the
Closing to occur on or before November 9, 1998.
Consideration. At the Closing, Great Lakes will pay the Partnership,
subject to certain adjustments based on typical prorations, credits to Great
Lakes for any rent concessions made by the Partnership and possible costs of
environmental remediation as outlined in the Purchase Agreement, aggregate cash
consideration of $8,466,000 for the Partnership's operating assets. The
Partnership will use a portion of the proceeds to pay Partnership obligations.
Representations and Warranties. The Purchase Agreement contains
representations and warranties of the Partnership that the Partnership owns its
property without undisclosed liens or encumbrances.
Operations Pending Closing. Pursuant to the Purchase Agreement, the
Partnership has agreed that, during the period following the date of the
Purchase Agreement and prior to the Closing, it will:
(a) Provide Great Lakes with access to the Real Property,
certain documents, information and updates of certain
information concerning the Real Property and the operation
of the Partnership's business;
(b) Enter into no new lease or modify any existing lease, except
in the ordinary course of business;
(c) Take no action to transfer any of the assets to be sold to
Great Lakes by the Partnership, except as permitted by the
Purchase Agreement;
(d) Create no liens or other encumbrances affecting the Real
Property;
(e) Settle no lawsuits affecting the assets to be sold to Great
Lakes by the Partnership;
(f) Maintain the Real Property in a manner consistent with past
practice;
(g) Remove no improvements or personal property from the Real
Property;
(h) Maintain adequate fire and extended-coverage and rent-loss
insurance; and
(i) Not enter into new or modify any old employment agreements.
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Conditions to Closing. The obligations of the Partnership and Great
Lakes to consummate the Sale are subject to a number of conditions, including,
among others:
(a) Approval of the Sale by the holders of more than 50% of the
RAL IV Interests and approval of more than 50% of the limited
partnership interests of three of the Affiliated Partnerships;
(b) Completion of title surveys for each parcel of Real Property
(the cost of which will be paid by the Partnership at the
Closing) and the remedy or waiver by Great Lakes of any
defects revealed by such surveys;
(c) The receipt, by the Partnership and at its expense, of written
commitments of title insurance companies to issue title
insurance policies, with only exceptions permitted by the
Purchase Agreement, as to each parcel of the Real Property;
(d) Completion of written environmental assessments of each parcel
of Real Property (the cost of which will be paid by Great
Lakes at the Closing) and the remedy or waiver by Great Lakes
of any defects revealed by such assessments; and
(e) Receipt of any required approval of the Securities and
Exchange Commission and any state securities commission.
If a property survey described in clause (b) above reveals a title defect to
which Great Lakes objects and which the Partnership cannot remedy, Great Lakes
may either accept the property subject to such defect or refuse the affected
parcel and receive a decrease in the purchase price of the Partnership's assets
equal to the amount allocated to such property. In such event, the complete
distribution of Partnership assets to the Limited Partners and the dissolution
of the Partnership will not be possible until the affected property is disposed
of in another transaction. If an environmental assessment described in clause
(d) above reveals a defect, (i) Great Lakes may refuse the affected parcel and
receive a decrease in the purchase price of the relevant Partnership's assets
equal to the portion of the purchase price allocated to such parcel, or (ii)
Great Lakes may purchase the defective parcel and offset the cost of remediation
(subject to certain limitations) against the purchase price. If the Sale is
consummated, but one or more parcels of the Real Property are retained by the
Partnership pursuant to the foregoing, distributions of net proceeds will still
be made to the Limited Partners within 60 days of the Closing, but the
Partnership will not be dissolved and final distributions to the Limited
Partners will not be made unless and until a buyer can be found to purchase the
retained Real Property on commercially reasonable terms.
Consummation of Other Asset Sales. The closing under the Purchase
Agreement is also conditioned upon the closing of the sale of the operating
assets of three of the Affiliated Partnerships to Great Lakes. Great Lakes and
the General Partners negotiated the cross-closing contingency because Great
Lakes desires to purchase substantially all of the operating assets of the
Partnership and the Affiliated Partnerships and is not willing to purchase them
separately for the overall consideration offered. The General Partners agreed to
the cross-closing contingency because, based on their experience in negotiating
the sale of real estate assets, they believed that they would be unable to find
purchasers for the individual assets of the Partnerships that would be willing
to pay as much for the individual assets as Great Lakes was willing to pay for
them as part of the larger transaction and because multiple transactions were
likely to require significantly greater aggregate transaction costs.
Remedies Upon Failure to Close. If the Sale does not close due to
breach of the Purchase Agreement by Great Lakes, then the Partnership will, in
lieu of other legal remedies that might be available to the Partnership, retain
the benefit of (i) $10,000 deposited with the Partnership by Great Lakes, (ii) a
promissory note of Great Lakes, which has been delivered to the Partnership, in
the amount of $100,000, (iii) a letter of credit for the benefit of the
Partnership, to be delivered after the satisfaction of the conditions to the
Partnership's obligation to close, in the amount of $100,000, and (iv) a cash
amount equal to the Partnership's out-of-pocket expenses incurred in connection
with the proposed Sale.
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If the Sale does not close due to a breach of the Purchase Agreement by
the Partnership, other than a defect in title to any of the Real Property that
Great Lakes is unwilling to waive, then all up-front payments as described above
will be returned and Great Lakes may pursue any other legal remedies available
to it. In addition, failure to close due to the Partnership's breach, other than
for an unwaived title defect or failure of the Limited Partners to approve the
Sale, will entitle Great Lakes to receive, in the event of a sale of the
Partnership's assets within 12 months of the Partnership's default, a
termination fee equal to the lesser of (a) 6% of the purchase price set forth in
the Purchase Agreement or (b) 25% of the amount by which the purchase price to
be paid by the new buyer exceeds the purchase price set forth in the Purchase
Agreement.
Indemnification. The Purchase Agreement provides that the Partnership
will indemnify and hold Great Lakes harmless from and against any liability or
claim relating to the Real Property and arising prior to the Closing or arising
as a result of the Partnership's breach under the Purchase Agreement.
Notwithstanding the foregoing, however, Great Lakes has agreed that it shall be
responsible for the first $50,000 of claims against the Partnership. The
Partnership's obligation to indemnify Great Lakes will expire on the first
anniversary of the Closing (except in the case of the Partnership's obligation
to indemnify due to fraud or intentional misrepresentation).
The Purchase Agreement also provides that Great Lakes will indemnify
the Partnership from and against any liability or claim relating to Real
Property and arising after the Closing. Great Lakes has also agreed to indemnify
the Partnership against claims arising as a result of Great Lakes'
investigations of the Real Property prior to the Closing and any liabilities or
claims arising after the Closing and relating to the Property Management
Agreement, dated as of June 1, 1993 between the Partnership and Midwest Property
Management II, Inc., which agreement will be assigned by the Partnership to
Great Lakes as of the Closing.
Interests of Certain Persons in the Transaction
Douglas C. Heston, a member of Great Lakes, is a shareholder, director
and officer of First Financial Realty Management, Inc. ("FFRM"). FFRM currently
provides property management and partnership administration services for the
Partnership and the Affiliated Partnerships. Until 1988, Mr. Heston was also a
General Partner of one of the Affiliated Partnerships, RAL-Yield Equities II
Limited Partnership ("RAL II"). In connection with his withdrawal as a General
Partner of RAL II, Mr. Heston retained certain economic benefits associated with
having been a General Partner, including the right to receive a portion of any
real estate commissions paid by RAL II to its General Partners or their
affiliates.
Mr. Heston is also a shareholder, director and officer of First
Financial Realty Advisors, Inc. ("FFRA"). In 1995, FFRA purchased from Robert A.
Long, a General Partner of RAL IV, certain economic benefits which would
otherwise accrue to Mr. Long, including the right to receive a portion of any
distributions of cash flow and sales or refinancing proceeds from the
Partnership to the General Partners and the right to receive a portion of any
real estate commissions paid by the Partnership to the General Partners or their
affiliates. FFRA has entered into similar arrangements with Mr. Long with regard
to each of the Affiliated Partnerships, of which Mr. Long is also a General
Partner.
RAL IV and each of the Affiliated Partnerships have entered into a
Nonexclusive Listing Agreement with RAL-RV Brokerage Co., Inc. ("RAL-RV"), a
corporation owned by the General Partners, pursuant to which RAL- RV will be
paid a 6% real estate brokerage commission by RAL IV and each of the Affiliated
Partnerships, if allowed by the relevant limited partnership agreement. With the
exception of RAL II, the right of the General Partners or their affiliates to
receive a real estate commission is subordinated to the Limited Partners first
receiving an amount equal to 100% of their original capital contributions, plus
6% of the original capital contributions per annum, on a cumulative basis. In
connection with the Sale, it is anticipated that RAL-RV will be paid a real
estate commission only by RAL II.
The General Partners of RAL IV and the Affiliated Partnerships have
certain contractual obligations to several former General Partners of the
partnerships, which require the General Partners to share a portion of real
estate commissions and/or distributions of cash flow and/or sale or refinancing
proceeds with those former General
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Partners. Mr. Heston is entitled to such payment only in the case of RAL II,
which the General Partners expect will not exceed $185,000.
The General Partners, as such, will receive no portion of the proceeds
of the Sale. However, certain of the General Partners and their affiliates own
small numbers of RAL IV Interests. See "THE PARTNERSHIP -- Security Ownership of
Certain Beneficial Owners and Management."
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TAX CONSIDERATIONS
The following description is based upon the Internal Revenue Code of
1986, as amended (the "Code"), and rules, regulations and existing
interpretations related thereto, any of which could be changed at any time. A
complete discussion of all federal, state and other tax aspects of the proposed
sale is beyond the scope of the following summary and investors must consult
their own tax advisors on such matters. Moreover, this discussion does not
address all possible categories of investors, some of whom may be subject to
special rules, including individual retirement accounts and pension funds. The
tax and other matters described herein do not constitute and should not be
considered as, legal or tax advice to investors. The following describes the
material federal income tax consequences, as of the date hereof, of the sale of
the partnership's assets to an investor who is an individual citizen or resident
of the United States and who holds the partnership interest as a capital asset.
Taxation of Partnerships in General
An entity classified as a partnership (and is not classified as a
"publicly-traded partnership" ("PTP")) for federal income tax purposes is not
subject to federal income tax. Instead, income, gain or loss "flows through"
from the partnership to its partners who are taxable in their individual
capacities on their allocable shares of partnership income, gain, loss,
deduction and credit ("taxable income or loss"). However, the partnership is a
tax reporting entity that must make an annual return of partnership taxable
income or loss. The tax treatment of partnership items of taxable income or loss
is generally determined at the partnership level. Each partner is required to
treat partnership items on its income tax return (if required) in a manner
consistent with the treatment of such items on the partnership return and may be
penalized for intentional disregard of the consistency requirement. This
consistency requirement may be waived if the partner files a statement
identifying the inconsistency or shows that it resulted from an incorrect
schedule furnished by the partnership.
Each partner generally must account for its allocable share of
partnership taxable income or loss in computing its income tax, whether or not
any actual cash distribution is made to such partner during its taxable year. A
partner's basis in its partnership interest is increased by its allocable share
of partnership taxable income. It is this basis increase that generally allows
distributions of cash or property to the partners to be made without recognition
of gain, since the basis increase generally offsets corresponding decreases in
basis that result from such distributions. As a result, a partner is generally
not taxed on distributions of cash or property received from a partnership,
except to the extent that any money distributed exceeds the partner's adjusted
basis in its partnership interest immediately before the distribution.
Should the partnership be classified as an association taxable as a
corporation or be considered a PTP for federal income tax purposes, the income,
gain, and loss of the partnership would be reported by the partnership and the
partnership would be required to pay income taxes upon such net income at the
rates generally applicable to corporations. Limited partners would not be liable
for income tax on the partnership's income, gain, or loss in their individual
capacities. Distributions to limited partners would be treated as taxable income
to the extent of current or cumulated earnings and profits of the partnership.
Distributions received and liquidation of the partnership would be first treated
as a reduction of basis, and then as capital gain. To the extent such
liquidating distributions did not exceed an investor's adjusted tax basis (i.e.,
in general, such investor's original cost), such investor would be entitled to
recognize a capital loss.
The following discussion assumes that the partnership's classification
as a partnership (and not as a PTP) is respected by the Internal Revenue
Service.
Basis of Partnership Interests
A partner's basis in its interest is equal to its cost for such
interest (i.e. the amount of money actually contributed by the partner to the
partnership or paid to another to purchase the interest), reduced (but not below
zero) by its allocable share of partnership distributions, taxable losses and
expenditures of the partnership not deductible in computing its taxable income
and not properly chargeable to its capital account, and increased by its
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allocable share of partnership taxable profits, income of the partnership exempt
from tax and additional contributions to the partnership. A partner's basis will
include a partner's pro rata share of income, gain, and loss recognized on the
sale by the partnership of its assets. For purposes of determining basis, an
increase in a partner's share of partnership liabilities is treated as a
contribution of money by that partner to the partnership. Conversely, a decrease
in its share of partnership liabilities is treated as a distribution of money to
it.
Generally, a limited partner may not take liabilities into account in
determining its basis except to the extent of any additional capital
contribution it is required to make under the partnership agreement. However, in
the case of a limited partnership, if a partnership asset is subject to a
liability for which no partner has any personal liability (a "nonrecourse
liability"), in general, the partner's allocable share of the non-recourse
liability will be taken into account to determine basis.
Allocation of Income, Gain, Loss and Deduction Among the Partners
A partner's distributive share of a partnership's taxable income or
loss generally is determined by reference to the allocation of such items in the
partnership agreement. However, if the allocation under the partnership
agreement is determined not to have "substantial economic effect," then the
partnership agreement may not govern, and the partner's allocable share will be
determined according to the partner's interest in the partnership taking into
account all the facts and circumstances. An allocation is considered to have
"substantial economic effect" if the allocation may actually affect the dollar
amount of the partner's shares of the total partnership income or loss
independent of tax consequences. The General Partner believes that the
allocations made under the Partnership Agreements for the Partnership have
substantial economic effect.
Sales Of Partnership Properties
The sale of the Partnership's assets will be a taxable event to the
Partnership and to its partners. Gain or loss on the sale is measured by the
difference between the adjusted basis of the assets disposed of and the amount
realized. On a sale, the amount realized is the sum of any money received, plus
the fair market value of any property received, plus the amount of liabilities
from which the Partnership is discharged as a result of the sale or disposition
(which includes the amount of any nonrecourse liability to which the transferred
property is subject). The adjusted basis of such property is generally its cost
less deductions, allowed or allowable, for depreciation.
Since a partnership's gain (if any) on a sale of property will be
measured by the difference between the sales proceeds (including the amount of
any indebtedness to which the property is subject) and the adjusted basis of the
property, the amount of tax payable by a partner in respect of its share of such
gain may in some cases exceed its share of the cash proceeds therefrom.
A substantial portion of the assets to be sold (including buildings,
land, furniture, fixtures and equipment) are held for more than one year and are
not "dealer property" and thus are expected to be treated as "section 1231
assets." Section 1231 assets are property used in the trade or business of a
character which is subject to the allowance for depreciation, held for more than
one year, and real property used in the trade or business held for more than one
year. Gains or losses from the sale of section 1231 assets are combined with any
other section 1231 gains or losses recognized in that year, and the net section
1231 gains or losses would be allocated to the partners as provided in the
partnership agreement. Each partner is required to combine such section 1231
gains or losses with any other section 1231 gains or losses recognized by the
partner in that year. The partner's net section 1231 gains are taxed as either
ordinary income or capital gains. Net section 1231 losses are taxable as
ordinary losses. If a partnership is deemed a "dealer" and its investment in any
property that constitutes the partnership is considered not to be a capital
asset or section 1231 asset, any gain or loss on the sale of such property would
be treated as ordinary income or loss. The Partnership has attempted to operate
in such a manner so as not to be deemed a "dealer."
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A portion of a partner's gain recognized on disposition of a
partnership's furniture, fixtures and equipment may be subject to recapture as
ordinary income under the provisions of sections 1245 of the Code. Such
recapture gain will be recognized in the year of the disposition.
A portion of a partner's gain recognized on disposition of a
partnership's buildings may be subject to a maximum stated capital gain rate of
25%. Any other gain from the sale or other disposition of partnership properties
that are treated as long-term capital gains (i.e., property held for more than
one year) or section 1231 gains are taxed at the partner level at a maximum
stated rate of 20%.
A partner's share of any losses from the sale of Partnership properties
that are treated as capital losses are deductible in any year only to the extent
of the partner's other long and short-term capital gains for that year. Any
excess of capital losses over capital gains is deductible by a partner up to
$3,000 ($1,500 in the case of a separate return for a married individual)
although the unused portion of such capital losses could be carried over to
later years, and deducted as a long-term or short-term capital loss until fully
exhausted.
Liquidation of the Partnership
Generally, upon the liquidation of a partnership, gain will be
recognized by and taxable to a partner to the extent the amount of cash and
marketable securities distributed to it exceeds its basis in the partnership at
the time of the distribution. Gain or loss on the liquidation of a partnership
interest generally is considered to be capital gain or loss.
Capital loss will be recognized in the event only cash and unrealized
receivables are distributed, and only to the extent the partner's adjusted basis
for its interest exceeds the sum of money distributed and the partnership's
adjusted basis for unrealized receivables.
In addition, each partner may be in receipt of income or loss from the
normal operations of a partnership during the year of dissolution. Such income
may constitute ordinary income or loss.
There are three commonly encountered limitations on a partner's ability
to take into account its share of a partnership's loss in computing its
individual tax liability. A partner is entitled to deduct its share of the
partnership's loss only after satisfying all three rules. A partner's deductible
share of losses is limited to its basis in its partnership interest. The at-risk
rules limit a partner's deductible share of losses to the amount it is
considered to be economically at-risk in the venture. If a partner's share of
the partnership's losses are considered "passive losses," the partner must
combine them with its passive losses from other sources and is allowed to deduct
the total only to the extent of its passive income from all sources. Losses that
are disallowed due to any of these three limitations are deductible in the year
of the termination of a partnership interest and would offset any gain from
liquidation. Accordingly, any suspended passive losses will be deductible in the
year the partnership liquidated.
Alternative Minimum Tax
The above summary of the federal income tax provisions relating to the
proposed transaction has not taken into account the federal alternative minimum
tax. This tax was designed to ensure that at least some tax is paid by taxpayers
who obtain benefits from exemptions and deductions. A taxpayer's alternative
minimum tax liability is determined by adjusting its regular tax liability for
alternative minimum tax preference and adjustment items. The proposed
transaction may result in alternative minimum tax preference items flowing
through to the partners.
Conclusion
The preceding is intended only as a summary of income tax consequences
relating to the sale of assets by partnerships and partnerships' liquidation
generally. The Limited Partners should consult their own tax advisors with
respect to all matters discussed herein and their own particular tax
circumstances.
17
<PAGE>
THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE SALE AND DOES NOT PURPORT TO BE A
COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A DECISION
OF WHETHER TO VOTE IN FAVOR OF THE SALE. THE DISCUSSION DOES NOT ADDRESS THE TAX
CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR LIMITED PARTNER WHO IS SUBJECT
TO SPECIAL TREATMENT UNDER CERTAIN FEDERAL INCOME TAX LAWS NOR ANY CONSEQUENCES
ARISING UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION. THE
DISCUSSION IS BASED UPON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, TREASURY
REGULATIONS THEREUNDER AND ADMINISTRATIVE RULINGS AND COURT DECISIONS AS OF THE
DATE HEREOF. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE, AND ANY SUCH CHANGE
COULD AFFECT THE CONTINUING VALIDITY OF THIS DISCUSSION. THE LIMITED PARTNERS
ARE URGED TO CONSULT AND RELY ON THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PROPOSED SALE TO THEM.
18
<PAGE>
ADDITIONAL INFORMATION FOR LIMITED PARTNERS
Dissenters' Rights
Under Wisconsin law and the Partnership Agreement, no Limited Partner
is entitled to exercise dissenters' rights with respect to the Sale and
subsequent dissolution of the Partnership.
Receipt of Distributions After the Sale
Upon consummation of the Sale, the Limited Partners will be entitled to
receive, within 60 days of the Closing, the cash consideration outlined in
"PROPOSED SALE OF PARTNERSHIP ASSETS AND SUBSEQUENT DISSOLUTION OF THE
PARTNERSHIP - Anticipated Distributions." Since certificates representing the
RAL IV Interests have not been issued to the Limited Partners, it will not be
necessary for the Limited Partners to return certificates in order to receive
distributions following the Sale.
Operations Following the Sale and Effect of the Sale on Limited Partners
Upon consummation of the Sale, the Partnership will use proceeds of the
Sale to pay off its debt and other payables associated with the operation of the
Partnership and the Real Property. Based on the existing obligations of the
Partnership, the anticipated expenses related to the Sale and current and
historical accounts payable, the General Partners believe that distributions to
Limited Partners will total approximately $453 per RAL IV Interest.
In order to reduce expenses and maximize the distribution to the
Limited Partners, the Partnership will begin to wind down its affairs following
consummation of the Sale. Great Lakes has agreed that, after the closing of the
Sale, it will cause its affiliate, First Financial Realty Management, Inc., to
provide certain partnership administration services to the Partnership until it
can be dissolved. While the General Partners anticipate that distributions of
annual and quarterly reports to Limited Partners containing financial statements
will be discontinued following the closing of the Sale, the Partnership will
continue to maintain books and records and file tax returns until the affairs of
the Partnership have been settled.
Following the consummation of the Sale and the distribution of net
proceeds available therefor, the Limited Partners will not have any interest in
the Real Property or Great Lakes. If, however, after the Closing, any parcel of
the Real Property is retained by the Partnership due to the results of title and
environmental surveys which have yet to be conducted, a distribution to the
Limited Partners of available funds will still be made; however, the Partnership
will not be dissolved and the Limited Partners will continue to be Limited
Partners of the Partnership until the affected property can be sold on
commercially reasonable terms.
19
<PAGE>
THE PARTNERSHIP
Selected Historical Financial and Operating Data
The following selected financial information of RAL IV for the years
ended December 31, 1997, 1996, 1995, 1994 and 1993 has been derived from RAL
IV's financial statements, which have been audited by Kolb Lauwasser & Co., S.C.
for such periods. The following selected financial information for each of the
six months ended June 30, 1998 and 1997 are unaudited but, in the opinion of the
General Partners of RAL IV, include all adjustments (consisting only of normal,
recurring adjustments) necessary for a fair presentation of the results of such
periods.
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended June 30,
1997 1996 1995 1994 1993 1998 1997
Summary of Operations:
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenue $2,055,251 $2,186,579 $2,228,310 $2,161,239 $2,730,754 $991,648 $978,167
Operating Income 617,952 (130,439) 503,724 483,108 863,497 299,743 217,419
Net Income 679,751 (70,824) 549,106 529,276 918,686 374,815 276,750
Per-Interest Data:
Net Income per Interest 32.91 (3.43) 26.59 25.63 33.17 19.10 14.11
Financial Condition:
Total Assets 9,003,683 9,161,505 10,581,715 10,979,236 14,049,594 8,467,732 9,066,495
Bond, Notes and Capitalized
Lease Obligations -- -- -- -- -- -- --
Partners' Capital 8,304,066 8,420,256 9,737,198 10,183,408 13,211,800 7,769,305 8,322,117
Distributions per Interest:
First Quarter 10.76 12.05 12.05 124.68 15.00 10.19 10.76
Second Quarter 7.39 12.05 12.05 27.47 15.00 35.68 7.39
Third Quarter 10.19 26.24 12.05 13.14 15.00
Fourth Quarter 10.20 10.76 12.04 13.15 15.00
</TABLE>
Additional financial data is included in the Partnership's annual
report to Limited Partners for the year ended December 31, 1997 and the
Partnership's Quarterly Reports on Form 10-Q for the periods ended March 31,
1998 and June 30, 1998, a copy of each of which is enclosed with this Consent
Solicitation Statement.
Description of Business
RAL IV is a Wisconsin Limited Partnership formed on August 8, 1986
under the Wisconsin Revised Uniform Limited Partnership Act. RAL IV was
organized to acquire, for cash (no debt), real estate projects, including real
estate for restaurants, mobile home communities and other commercial properties.
RAL IV sold $19,620,500 in RAL IV Interests (19,620.5 RAL IV Interests at $1,000
per RAL IV Interest).
Properties
As of June 30, 1998, RAL IV owned the following properties:
Property Name Approximate Size
South Hills Mobile Home
Park* 170 mobile home sites on 40 acres of land and a
Beaver Dam, Wisconsin small, vacant building formerly used as an office
Lakeshore Terrace Mobile
Home Park* 135 mobile home sites on approximately 25 acres
Rice Lake, Wisconsin of land
20
<PAGE>
Alexandria Estate Mobile
Home Park 89 mobile home sites on approximately 17 acres
Alexandria, Minnesota of land
Maplewood Mobile Home Park 75 mobile home sites on approximately 9 acres of
Lake City, Minnesota land
Firestone Retail/Service
Center 7,716 square-foot building on approximately 1.7
Neenah, Wisconsin acres of land
Northrup Court Apartments* 90-unit garden apartment complex located on
North Canton, Ohio approximately 7.6 acres of land
Cedar Crossing Apartments* Majority ownership (87.709%) of a 109-unit garden
Frederick, Maryland apartment complex
- -----------------
* Denotes a material property, having gross revenues greater than 10% of total
revenues.
All of the Real Property was unencumbered as of June 30, 1998. In the
opinion of the General Partners, all of the Real Property is adequately covered
by insurance.
Material Properties
Following is information with respect to the South Hills Mobile Home
Park, the Lakeshore Terrace Mobile Home Park, the Northrup Court Apartments and
the Cedar Crossing Apartments, RAL IV's only properties whose revenues are
greater than 10% of total revenues of RAL IV as denoted above.
Occupancy Rates. Following is a listing of the approximate average
physical occupancy rates during each of the last five years and for the
six-month periods ended June 30, 1998 and 1997.
<TABLE>
<CAPTION>
Occupancy Rates
Six Months Ended Six Months Ended
1997 1996 1995 1994 1993 June 30, 1998 June 30, 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Cedar Crossing 97% 96% 100% 99% 96% 99% 99%
Northrup Court 91% 94% 99% 97% 89% 89% 94%
South Hills 99% 99% 99% 99% 99% 99% 99%
Lakeshore Terrace 94% 91% 91% 90% 92% 97% 93%
</TABLE>
Rental Rates. Following is a listing of the approximate average
per-unit rental rates during each of the last five years and for the six-month
periods ended June 30, 1997 and 1998.
<TABLE>
<CAPTION>
Rental Rates
Six Months Ended Six Months Ended
1997 1996 1995 1994 1993 June 30, 1998 June 30, 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Cedar Crossing $5,929 $5,835 $5,639 $5,596 $5,610 $5,983 $5,906
Northrup Court $4,376 $4,388 $4,215 $4,174 $4,274 $4,493 $4,453
South Hills $2,574 $2,516 $2,402 $2,305 $2,251 $2,652 $2,573
Lakeshore Terrace $1,746 $1,727 $1,677 $1,627 $1,577 $1,785 $1,746
</TABLE>
21
<PAGE>
Depreciation. Depreciation information for the material properties is
as follows:
Type of Asset Rate Method Depreciable Life
Land Improvements SL ACRS 15/19/20 Years
Building SL ACRS 19/31.5/40 Years
Equipment DDB ACRS/MACRS 5/7/12 Years
Taxes. Following is certain tax information for the material
properties for each of the last three years and for the periods ended June 30,
1998 and 1997.
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
1997 1996 1995 1994 1993 June 30, 1998 June 30, 1997
South Hills
<S> <C> <C> <C> <C> <C> <C> <C>
Tax Rate (per 1,000) .01959 .02541 .02821 .02847 .02629 .01959 .01959
Real Estate Taxes $25,881 $29,182 $32,776 $33,080 $31,072 $12,941 $12,941
Lakeshore Terrace
Tax Rate (per 1,000) .01861 .01454 .02345 .02680 .02680 .01861 .01861
Real Estate Taxes $15,444 $9,632 $14,427 $19,374 $19,374 $7,722 $7,722
Northrup Court
Tax Rate (per 1,000) .04532 .05223 .04638 .05428 .05097 .04532 .04532
Real Estate Taxes $25,032 $24,361 $22,785 $34,578 $37,000 $12,516 $12,516
Cedar Crossing
Tax Rate (per 1,000) .02260 .02260 .02260 .02260 .02260 .02260 .02260
Real Estate Taxes $39,633 $39,396 $39,285 $38,816 $38,818 $19,817 $19,817
</TABLE>
Leases on Investment Properties
RAL IV operates four mobile home parks which lease rental spaces. The
Partnership also operates two apartment complexes. The mobile home parks and the
apartment complexes generate income on a monthly basis from tenant leases which
normally have terms of one year or less.
Legal Proceedings
As of August 31, 1998, there were no material pending legal actions
affecting RAL IV.
Security Ownership of Certain Beneficial Owners and Management
As of the date of this Consent Solicitation Statement, there were
19,620.5 RAL IV Interests outstanding, each entitled to one vote on the Purchase
Agreement and Sale.
As of August 31, 1998, no person or group is known by RAL IV to own
beneficially more than 5% of the outstanding RAL IV Interests.
Certain of the General Partners own less than 1% of the RAL IV
Interests outstanding: affiliates of John A. Hanson beneficially own an
aggregate of 17 RAL IV Interests; and Robert A. Long and his affiliates
beneficially own an aggregate of 17 RAL IV Interests.
22
<PAGE>
Comparative Per-Interest Data
The following sets forth certain data concerning the historical net
earnings, distributions and book value per Interest for RAL IV.
<TABLE>
<CAPTION>
Year Ended December 31, Six Months Ended
1997 1996 1995 1994 1993 June 30, 1998
<S> <C> <C> <C> <C> <C> <C>
Net Income (Loss) Per Interest $ 32.91 $ (3.43) $ 26.59 $ 25.63 $ 33.17 $ 19.10
Cash Distribution Per Interest 38.54 61.10 48.18 178.44 60.00 45.87
Book Value Per Interest 428.53 434.15 498.68 520.29 673.11 400.80
</TABLE>
Market Price Data
There is no established public trading market for the RAL IV Interests.
Nevertheless, the General Partners become aware of some transfers of RAL IV
Interests after they occur as a result of a review of transfer documents
submitted to the Partnership from the purchaser or broker, which documents
sometimes include the applicable sale price. The General Partners believe that
such prices may, but do not necessarily, include various transfer fees and
commissions.
For the period from January 1997 through June 1998, the General
Partners are aware of several trades, from a low price of $275 per RAL IV
Interest to a high price of $435 per RAL IV Interest. The General Partners
believe that, because of the very limited trading in the RAL IV Interests,
individual trades are anecdotal and that such prices do not necessarily reflect
the true value of the Partnership's assets or the prices at which RAL IV
Interests would likely trade in a fluid market. At June 30, 1998, RAL IV had
2,515 Limited Partners of record who held 19,620.5 RAL IV Interests.
EXPERTS
The audited consolidated financial statements of the Partnerships as of
December 31, 1997 and for each of the years in the three-year period then ended,
have been incorporated by reference herein in reliance on the report of Kolb
Lauwasser & Co., S.C., independent certified public accountants, and upon the
authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Partnership incorporates herein by reference the following
documents, filed by the Partnership with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder (the "Exchange Act"): (i) the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) the
Partnership's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998; (iii) all other reports filed by the Partnership
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1997;
and (iv) the description of the RAL IV Interests contained in the Partnership's
Registration Statement on Form 8-A, filed with the Commission on April 29, 1988.
All documents filed by the Partnership pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Consent
Solicitation Statement and prior to October 22, 1998 shall be deemed to be
incorporated by reference in this Consent Solicitation Statement and to be part
hereof from the date of filing of such documents. All information appearing in
this Consent Solicitation Statement is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Consent Solicitation Statement, to the extent that a statement contained
herein or in any subsequently filed document that is deemed to be incorporated
herein modifies or supersedes any such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Consent Solicitation Statement.
23
<PAGE>
APPENDIX A
ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made as of February 17, 1998 between GREAT LAKES
INVESTORS LLC, a Wisconsin limited liability company, or assigns ("Buyer"), and
RAL YIELD + EQUITIES IV LIMITED PARTNERSHIP, a Wisconsin limited partnership
("Seller").
RECITALS
A. Seller owns the business described on the attached Exhibit A (the
"Business," consisting of the "Projects" listed on Exhibit A).
B. Buyer desires to purchase the Business and the assets of the
Business defined in Section 1 (the "Assets"), and Seller desires to sell the
Business and the Assets to Buyer, on the terms and conditions of this Agreement.
AGREEMENTS
In consideration of the foregoing recitals and the mutual agreements
that follow, the receipt and sufficiency of which Buyer and Seller acknowledge,
BUYER AND SELLER AGREE:
1. Purchase and Sale. Buyer shall purchase from Seller and Seller shall
sell to Buyer the Assets of the Business, comprised of the Property, the Name,
the Business Interests, and the Partnership Interest, defined as follows:
(a) "Property" means:
(1) The real property described on the attached Exhibit
1(a)(1) and all easements, servitudes and other rights appurtenant to it,
including all rights, title and interest of Seller in and to the adjacent
streets, alleys and rights-of-way and all interests in contiguous property owned
by Seller, its general partners or its affiliates (collectively, the "Land").
(2) All buildings, improvements, and building fixtures
located on the Land (collectively, the "Improvements"; together with the Land,
the "Real Property").
(3) All equipment and personal property owned by Seller and
located on the Real Property (collectively, the "Personal Property").
(4) All warranties for construction protecting against
material defects in and to the Improvements that were received by Seller from
its contractors and material suppliers, to the extent assignable ("Warranties").
<PAGE>
(5) All contracts for maintenance, materials and service to
items (1) through (3) (collectively, the "Contracts").
(b) "Name" means all of Seller's right, title and interest in
and to the name of the Business set forth on Exhibit A, and all rights to
telephone numbers, telephone directory listings, existing advertising and media
and promotional materials, to the extent assignable.
(c) "Business Interests" means all of Seller's right, title
and interest in and to the contacts, reputation or good will of the Business,
all leases affecting the Property ("Leases"), any rights related to vacant land
adjacent to the Real Property, any dealership agreements for the sale or
distribution of manufactured housing related to the Business, any franchise
rights related to the Business, and such other rights, interests or intangibles
involved in the operation of the Business, including (without limitation) the
items described on the attached Exhibit 1(c).
(d) "Partnership Interest" means Seller's interest as general
partner in all partnerships described on Exhibit A, if any (together, the
"Partnership"). For purposes of Sections 4, 5, 7, 10, and 11, each component of
the Assets includes similarly-defined items owned by the Partnership. Further,
in Section 5, "Seller" means each Partnership where applicable. If the parties
discover before Closing that Seller, and not the Partnership, owns the items
thought to have been owned by such Partnership, or if ownership of such items is
transferred before Closing from the Partnership to Seller, such items shall be
deemed to be included in the definition of "Assets" and all references to
Seller's Partnership Interest in such Partnership shall be deemed to be omitted.
2. Earnest Money; Consideration.
(a) Contemporaneously with execution of this Agreement, Buyer
shall deliver $10,000.00 (the "Deposit") to Chicago Title Insurance Company (the
"Title Insurance Company") to be held as earnest money and either applied to the
cash payment set forth below at closing or disbursed to Buyer or Seller, as the
case may be, pursuant to the terms of this Agreement. The earnest money shall be
held in an interest-bearing account, with interest considered additional earnest
money. The parties agree that the earnest money is sufficient consideration for
Buyer's exclusive right to inspect and purchase the Assets pursuant to this
Agreement, and for Seller's execution and delivery of, and performance of its
obligations under, this Agreement. This consideration is in addition to and
independent of any other consideration or payment provided in the Agreement.
(b) Within 10 days after this Agreement becomes binding, Buyer
shall execute and deliver to Seller, as additional earnest money, Buyer's
$100,000 promissory note payable in full at Closing or upon Buyer's breach of
this Agreement (the "Buyer Note"). Within 3 business days after waiver or
satisfaction of the last of Seller's conditions precedent under Section 4A,
Buyer shall deliver to Seller a $100,000 letter of credit issued by a financial
institution reasonably acceptable to Seller securing Buyer's obligations under
the Buyer Note (the "Letter of Credit"). Buyer's payment of the Buyer Note shall
be credited against the Purchase
3
<PAGE>
Price at Closing. If the transactions contemplated under this Agreement fail to
close due to Seller's default (other than default limited to a valid legal
defect in title that Buyer is unwilling to waive) or failure to satisfy or waive
any of Seller's conditions precedent set forth in Section 4A, the Buyer Note
shall be void, and Seller shall immediately return the original Buyer Note and
the original Letter of Credit to Buyer, both marked "Canceled."
3. Purchase Price. The purchase price for the Assets ("Purchase Price")
is set forth on the attached Exhibit 3. The allocation of the Purchase Price
among the Projects (the "Project Allocations") is set forth on Exhibit A.
Subject to the prorations and credits set forth in Section 9 and elsewhere in
this Agreement, Buyer shall pay the Purchase Price to Seller at Closing by
certified or cashier's check or wire transfer.
4. Buyer's Conditions Precedent. The matters set forth below are
conditions precedent to Buyer's obligation to conclude this transaction. If
Buyer does not deliver written notice to Seller by the date established on the
attached Exhibit 4 for each condition that the condition has not been satisfied
and that Buyer therefore elects to exercise such rights as Buyer may have under
this Section, Buyer shall be deemed to have waived the condition. If Buyer
timely elects to terminate Buyer's obligation to purchase a Project because of a
failure to satisfy any condition with respect to such Project, then the Purchase
Price shall be reduced by the Project Allocation for the affected Project, and
as to the affected Project, this Agreement shall terminate, and Buyer shall
promptly deliver to Seller (at no cost to Seller) copies of the reports it
obtains in connection with the Project.
(a) Buyer shall order a survey of each Project from a surveyor
or engineer reasonably acceptable to Seller. The parties shall share the survey
costs equally, subject to adjustment as provided below. Each survey must comply
with the minimum detail requirements to permit the Title Insurance Company to
issue owner's and lender's policies of title insurance free from exceptions for
matters that a current survey would disclose, showing the foundations of all
buildings constituting Improvements, the courses and dimensions of and the area
of the Land, all recorded or apparent easements or rights-of-way appurtenant to
or part of the Real Property or to which the Real Property is subject, the
location of all adjoining streets, any applicable flood hazard zone or notation
of the lack of any such zone, and the distances of any buildings to the
boundaries of the Real Property, and showing that the Real Property is free from
questions of encroachment. Buyer shall deliver each survey to the Title
Insurance Company. Buyer shall deliver written notice to Seller of any title
defects disclosed by the surveys that are not Permitted Encumbrances (defined
below) and to which Buyer objects. Seller shall use reasonable efforts to
eliminate such objections that are not Permitted Encumbrances. If Seller fails
to timely eliminate any objection that is not a Permitted Encumbrance, Buyer may
either accept such objections, which will then become Permitted Encumbrances, or
terminate this Agreement as to any or all affected Projects. If Buyer does not
timely notify Seller of any defects as required above, then this condition shall
be deemed satisfied.
(b)(1) Seller, at Seller's expense, shall order a written
commitment from the Title Insurance Company to issue an ALTA owner's policy of
title insurance with general exceptions
4
<PAGE>
deleted, in the amount of the Purchase Price allocated to the Real Property as
shown in the Purchase Price allocation on Exhibit 3, insuring that on recording
the warranty deed from Seller to Buyer the Real Property shall be free and clear
of all liens, encumbrances and defects except the matters listed on the attached
Exhibit 4(b) ("Permitted Encumbrances"). Buyer must either approve the form and
content of this commitment or give Seller written notice of its objections to
the matters disclosed in it. Seller shall use reasonable efforts to eliminate
such objections that are not Permitted Encumbrances. If Seller fails to timely
eliminate any objection that is not a Permitted Encumbrance, Buyer may either
accept such objections, which will then become Permitted Encumbrances, or
terminate this Agreement as to any or all affected Projects.
(2) If the Partnership Interest is sold to Buyer, then
Seller, at Seller's expense, shall order a written commitment from the Title
Insurance Company to update the Partnership's owner's policy of title insurance
on the Real Property owned by the Partnership through the closing date with
general exceptions deleted, in the amount of the Purchase Price allocated to the
Partnership Interest as shown in the purchase price allocation on Exhibit 3,
insuring that on transfer of the Partnership Interest from Seller to Buyer, the
Real Property owned by the Partnership shall be free and clear of all liens,
encumbrances and defects except Permitted Encumbrances. Buyer must either
approve the form and content of this commitment or give Seller written notice of
its objections to the matters disclosed in it. Seller shall use reasonable
efforts to eliminate such objections that are not Permitted Encumbrances. If
Seller fails to timely eliminate any objection that is not a Permitted
Encumbrance, Buyer may either accept such objections, which will then become
Permitted Encumbrances, or terminate this Agreement as to any or all affected
Projects.
(c) Buyer shall order a written environmental assessment of
the Property from a qualified environmental engineer and an engineering report
of the utility systems serving the Property from a qualified engineer. The
parties shall share the assessment costs equally, subject to adjustment as
provided below. Seller shall assist in the preparation of the environmental
assessment and engineering report, if reasonably required by Buyer, by providing
all information Seller may have and that is reasonably requested, permitting
soil samples to be taken from the Real Property, and complying in a timely
manner with any other reasonable requests of the persons preparing the
environmental assessment and engineering report. Buyer shall deliver written
notice to Seller of any defects disclosed by the environmental assessment and
engineering report (including the matters set forth in Section 7, the existence
of underground storage tanks, or objections of Buyer's lender, if any, to the
content or conclusion of the assessment and report) ("Defects"). Seller shall,
within 10 days after notice, obtain from one or more firms reasonably acceptable
to Buyer a quotation of the cost of remediating the Defects. If the quotation is
less than or equal to the lesser of $100,000 or 10% of the Project Allocation
for the affected Project, Seller shall, at its expense before closing, remediate
the Defects. If the quotation is more than such amount and Seller is unwilling
to pay the additional amount, Buyer may either (i) terminate this Agreement as
to the affected Project and have the Purchase Price reduced by the Project
Allocation; or (ii) close on the affected Project and offset Seller's share of
the quotation for remediating the Defects against the Purchase Price. If Buyer
chooses option (ii) above, Seller shall have no further obligations with respect
to remediating the affected
5
<PAGE>
Project's Defects. The foregoing rights notwithstanding, (1) Buyer shall not be
permitted to terminate this Agreement as to the South Hills Mobile Home Park
("South Hills") in Beaver Dam, Wisconsin because of the galvanized water lines
at South Hills or any other Defects of which Buyer is aware as of the date of
this Agreement, and (2) Seller shall not be obligated to pay any portion of the
cost of remediating any Defects described in clause (1), because such Defects
were taken into account in determining the purchase price for South Hills.
If Buyer acquires a Project affected by Defects and all or a portion of the cost
of remediating the Defects is reimbursable from the State of Wisconsin PECFA
Fund, the reimbursement shall first be paid to reimburse Buyer such costs that
were paid by Buyer (to the extent they are reimbursable), and the balance shall
be paid to Seller.
(d) At closing, the information contained in the Exhibits to
this Agreement must be materially accurate and complete with respect to all
material matters, and not contain any untrue statements of material fact or omit
material facts which would render any Exhibit misleading.
4A. Seller's Condition Precedent. The matters set forth below are
conditions precedent to Seller's obligation to conclude this transaction. If
Seller delivers written notice to Buyer by Seller's Contingency Deadline
(defined below) that any such condition has not been satisfied or waived, Seller
may terminate this Agreement by written notice to Buyer. If Seller timely elects
to terminate this Agreement because of Seller's failure to satisfy or waive any
condition, this Agreement shall terminate, the Deposit, the Buyer Note (marked
"Canceled"), and the Letter of Credit (also marked "Canceled") shall be promptly
returned to Buyer, and neither party shall have any further obligation to the
other except as set forth in Sections 8(b) and 11. If Seller fails to timely
deliver such notice, these conditions shall be deemed waived. "Seller's
Contingency Deadline" shall be June 13, 1998, provided that as long as Seller is
diligently pursuing satisfaction of Seller's conditions precedent, this date may
be extended, at Seller's option, to August 13, 1998.
(a) Seller must obtain either (1) approval of the transaction
by the federal Securities and Exchange Commission and all state securities
commissioners with jurisdiction, or (2) an opinion of counsel reasonably
satisfactory to Seller that such approval is not required. Buyer shall cooperate
in Seller's efforts to obtain such approvals, including providing financial
information concerning Buyer if required.
(b) The Limited Partners of Seller must approve the
transactions contemplated in this Agreement by the consent or approval of the
holders of a majority of the outstanding limited partnership interests in
Seller.
(c) Seller must receive a so-called "fairness opinion,"
prepared at Seller's expense by an independent valuation company (e.g.,
Valuation Research Corporation or American Appraisal Associates, Inc.) of
Seller's choosing, which (1) states that the Purchase Price is fair and adequate
consideration for the Assets in language, and subject to assumptions
6
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and qualifications, customary in the industry and (2) is reasonably satisfactory
to Seller's securities counsel, Foley & Lardner, and at least a majority of
Seller's general partners.
4B. Mutual Condition Precedent. The parties' obligations under this
Agreement are contingent on this transaction closing simultaneously with the
transactions contemplated under the agreements of the same date between Buyer
and the affiliates of Seller described on the attached Exhibit 4B, provided that
in the case of the agreement with RAL Income + Equity Growth V Limited
Partnership ("RAL V"), this condition shall be deemed satisfied if all of the
transactions with RAL V are closed by January 31, 1999 in accordance with the
terms of the Asset Purchase Agreement between Buyer and RAL V of the same date
as this Agreement.
5. Matters Pending Closing. Until closing:
(a) Buyer's authorized representatives, including its
appraisers, architects and engineers, shall have access to the Property and to
all Seller's records and information regarding the Property (whether on the
Property or at Seller's offices) during normal business hours and after at least
24 hours prior written or oral notice. Any entry on the Property by Buyer's
authorized representatives shall not interfere with the rights of tenants in
possession, and shall be subject to the provisions of Section 11(b).
(b) Without Buyer's prior written consent, except as provided
in this paragraph, Seller shall not: (1) make any new lease affecting the
Business or the Property or permit the termination or modification of any Lease
except in the ordinary course of Seller's Business; (2) transfer all or any
portion of the Property; (3) create any liens, encumbrances, easements or
rights-of-way affecting the Property; or (4) settle any lawsuits related to the
Business or the Assets. The foregoing provision notwithstanding, Seller may
sell, or enter into one or more contracts to sell, the specific Projects
identified in the attached Exhibit 5(b). If Seller sells, or enters into a
contract to sell, any such Project, the Purchase Price shall be reduced by the
Project Allocation.
(c) Seller shall maintain the Property in accordance with
standards previously followed by Seller and shall take no action affecting the
Property that is not in the ordinary course of Seller's Business without Buyer's
prior written consent. Seller shall maintain at customary levels all
inventories, building supplies and personal property used in the normal
maintenance, servicing, supplying and upkeep of the Property.
(d) Seller shall not remove any Improvements or Personal Property from
the Property unless removal is for the purpose of repair or maintenance, in
which case the property removed shall be promptly replaced.
(e) Seller shall maintain fire and extended coverage insurance
in the amount of the replacement cost of the Improvements and Personal Property,
together with rent loss insurance in an amount not less than the annual gross
rents payable by tenants under the Leases.
7
<PAGE>
(f) Seller shall not enter into any new or modify any existing
service or employment contracts that shall not expire on or before closing
without Buyer's prior written consent, which shall not be unreasonably withheld.
6. Closing Date.
(a) The transaction contemplated under this Agreement shall be
closed at the offices of Mallery & Zimmerman, S.C., 111 East Wisconsin Avenue,
Suite 1790, Milwaukee, Wisconsin 53202, or Buyer's lender's attorneys, if any,
within 45 days after satisfaction or waiver of the conditions set forth in
Section 4A (the "Closing Date"), or at such other time and place as the parties
may agree. Possession of the Property shall be delivered to Buyer on the Closing
Date, subject to the rights of tenants under the Leases.
(b) At closing Seller shall deliver to Buyer the following
documents:
(1) A General Warranty Deed conveying to Buyer the Real
Property, subject only to Permitted Encumbrances;
(2) A Bill of Sale conveying to Buyer the Personal Property
free and clear of liens or encumbrances;
(3) Each Lease then in effect and an Assignment conveying to
Buyer the interest of Seller in and to each Lease, as amended;
(4) An Assignment conveying to Buyer the interest of Seller
in and to the Warranties and the Contracts and written verification that any
present property management agreement with an affiliate of Seller other than
Midwest Property Management I, Inc. or Midwest Property Management II, Inc. has
been terminated;
(5) The owner's policy of title insurance required under
Section 4(b)(1) and the endorsement required under Section 4(b)(2);
(6) An Assignment conveying to Buyer the interest of Seller
in the Name and good will;
(7) An Assignment conveying to Buyer the Partnership
Interest (if the Partnership Interest is being sold);
(8) The original Buyer Note, marked "Paid," and the original
Letter of Credit, marked "Canceled"; and
(9) Such other documents as Buyer may reasonably request.
8
<PAGE>
(c) At closing Buyer shall deliver to Seller payment of the
balance of the Purchase Price.
7. Seller's Warranties and Representations. This Agreement is entered
into by Buyer based on the representations and warranties of Seller contained in
it. These representations and warranties shall be true and correct as of the
date of this Agreement and as of the Closing Date and shall survive closing,
subject to the provisions of Section 13(d). Seller acknowledges that the
warranties and representations made by Seller are a material inducement to
Buyer's entering into this Agreement. No inspection, testing or mapping by Buyer
of the Property shall constitute a waiver by Buyer of its rights to rely on
Seller's representations and warranties, provided, however, that the
representations and warranties shall be deemed modified by any factual matters
disclosed by any inspection, testing or mapping that make Buyer or its agents
actually aware of inaccuracies in the representations and warranties. Seller's
representations and warranties shall also be deemed modified by any factual
matters of which Buyer, Buyer's affiliate First Financial Realty Management,
Inc. ("FFRM"), or their respective employees or agents have received or do
receive actual or constructive notice in the course of performing partnership
administration services for Seller or managing the Property and the Business, or
otherwise. Seller represents and warrants to Buyer that Seller owns the Assets
free and clear of all liens and encumbrances other than Permitted Encumbrances.
Seller makes no representations or warranties concerning the physical condition
of the Assets, and is selling the Assets in their physical condition as-is,
where-is, and with all faults.
8. Closing Costs.
(a) If the transaction closes, Seller shall be responsible for
the title insurance premiums for the owner's policy (with no special
endorsements), survey charges, half of the costs for the Plans, half of the
costs for the financial statements, real estate transfer fees, and engineering
reports; and Buyer shall be responsible for the costs of the environmental
studies. To the extent either party has paid costs for which the other is
responsible, the responsible party shall reimburse the other party at closing.
(b) If the transaction does not close due to Buyer default,
Buyer shall reimburse Seller for all costs previously paid by Seller for the
items set forth in paragraph (a). If the transaction does not close due to
Seller default, Seller shall reimburse Buyer for all costs previously paid by
Buyer for such items. If this transaction does not close for any other reason,
the parties shall share the costs of such items equally.
(c) In either case, each party shall pay its own attorneys'
fees and expenses.
9. Prorations and Credits.
(a) The following items shall be prorated and apportioned as
of the Closing Date: net general real estate taxes, utility charges, current and
prepaid rent, and any amounts payable under the Contracts. For the purposes of
prorating real estate and personal property
9
<PAGE>
taxes on the Closing Date, the taxes for the year of closing shall be prorated
based upon the prior year's net tax amounts. Municipal parking fees shall be
reflected, if necessary, to avoid Buyer incurring any liability for parking fees
collected or assessed prior to the Closing Date. Special assessments, if any,
for work on site actually commenced, announced, or levied before the Closing
Date, and all charges, tap fees, paybacks, and other obligations for
improvements affecting the Property and imposed prior to the Closing Date, and
the costs of restoring the Property as nearly as possible to the condition that
existed before such work or improvements, shall be paid by Seller; provided,
however, that the restoration costs, if any, shall be included in the costs of
remedying Defects under Section 4(c) and accordingly shall be subject to the
limitations on Seller's liability in Section 4(c). Income and expenses
attributable to the Closing Date shall accrue to Seller.
(b) Buyer shall receive credit for free rent and other rent
concessions made or granted by Seller with respect to any portion of the
Property. On the Closing Date, Seller shall pay to Buyer the amount of any rent
security deposits then held by Seller together with accrued interest, if any.
10. Fire or Other Casualty.
(a) If the Property or any part of it is damaged by fire or
other casualty prior to the Closing Date (as determined by Buyer in good faith),
and this casualty results in uninsured or unreimbursed loss or abatement of rent
or termination of Leases accounting for more than 5% of the rental income of the
Property, Buyer may terminate this Agreement by written notice to Seller within
20 days after the damage and this Agreement shall be of no further effect and
neither party will thereafter have any further obligation to the other except
that all earnest money paid, plus accrued interest, shall be returned promptly
to Buyer. Seller shall grant to Buyer full and free access to the Property for
the purpose of inspecting such damage and assessing the extent of it, but this
entry upon the Property by Buyer shall not interfere with Seller's
reconstruction or the rights of tenants in possession under the Leases, and
shall be subject to the provisions of Section 11(b).
(b) If this Agreement is not terminated pursuant to subsection
(a) above, closing shall occur without abatement of the Purchase Price and
Seller shall assign and transfer to Buyer at closing by written instrument all
of Seller's right, title and interest to all insurance proceeds paid or payable
to Seller on account of such fire or casualty, less the amount expended by
Seller for the cost of restoration prior to the Closing Date, and Seller shall
reimburse Buyer for the amount of any "deductible" under the insurance policy,
to the extent paid by Buyer.
11. Indemnification.
(a) Seller shall indemnify and hold Buyer harmless and shall
assume the defense of any liability or claim asserted on or after the Closing
Date against and in respect of any liabilities, obligations, costs and expenses
directly related to or connected with the Property, whether accrued, absolute or
contingent, or otherwise existing on the Closing Date or arising
10
<PAGE>
out of any transaction entered into or any set of facts existing prior to the
Closing Date, except as expressly assumed in this Agreement by Buyer, or for any
loss, cost, expense or liability arising from any breach or default by Seller
under this Agreement, including breaches of Seller's warranties. Notwithstanding
the foregoing, Buyer's rights against Seller under Section 11(a) (except rights
resulting from fraud or intentional misrepresentation) shall expire unless Buyer
gives Seller written notice of a claim under this provision within one year
after closing. Further, Seller shall have no obligations under Section 11(a)
unless and until Buyer's damages exceed $50,000, and then only for the amount by
which the damages exceed that amount. Buyer agrees to look solely to the assets
of Seller (including any assets or proceeds distributed to its partners after
closing) to satisfy any claims under Section 11(a). In no event shall the
general partners of Seller be personally liable under Section 11(a), except to
the extent they have actually received assets or proceeds from Seller after
Closing.
(b) Buyer shall indemnify and hold Seller harmless and shall
assume the defense of any liability or claim asserted on or after the Closing
Date against and in respect of any liabilities, obligations, costs and expenses
related to or connected with the Property, whether accrued, absolute or
contingent but only to the extent that such liability or claim arises out of any
transaction entered into or any set of facts coming into existence after the
Closing Date, or for any loss, cost, expense or liability arising from any
breach or default by Buyer under this Agreement, except as provided in Section
12(a). Buyer shall hold Seller harmless from and indemnify Seller against any
loss, liability, damages or expenses (including reasonable attorney fees and
disbursements) arising out of or resulting from any entry, inspection, mapping
or other investigations on the Property by Buyer, its agents, contractors or
consultants. In addition, Buyer acknowledges and is aware that Article VI(C) of
the Property Management Agreement dated as of June 1, 1993, between Seller and
Midwest Property Management II, Inc. (the "Management Agreement"), provides that
after the Projects have been transferred to Buyer pursuant to this Agreement,
the Management Agreement shall continue in full force and effect in respect of
the Projects and shall be jointly and severally binding upon Seller and Seller's
successors in title or assigns, unless terminated as provided in the Management
Agreement. Therefore, in addition to the foregoing indemnification obligations,
Buyer agrees to indemnify and hold Seller harmless from and against any loss,
costs, damages or expenses (including, without limitation, reasonable attorney's
fees and disbursements) suffered or incurred by Seller with respect to the
Management Agreement after the Closing Date.
(c) If as a result of any liability or claim either Buyer or
Seller is required to indemnify and hold the other harmless, the party to whom
the claim is made shall promptly notify the other in writing of such liability
or claim and both Buyer and Seller will cooperate with each other in the defense
of the liability or claim; the party responsible for the defense shall select
such defense counsel as it may deem necessary subject to the reasonable approval
of the other party.
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<PAGE>
12. Termination, Default and Remedies.
(a) If, after waiver or satisfaction of all contingencies
listed in Section 4, Buyer defaults under this Agreement, Buyer shall pay to
Seller, as liquidated damages, in lieu of all legal or equitable remedies which
may be available to Seller, (1) any earnest money paid or to be paid by Buyer
under this Agreement (including, without limitation, the Deposit, the Buyer
Note, and the Letter of Credit) plus accrued interest, plus (2) an additional
amount equal to Seller's actual out of pocket costs (including reasonable
attorneys' fees) incurred in connection with Seller's performance under this
Agreement.
(b) If Seller defaults under this Agreement, all earnest money
(including, without limitation, the Deposit, the Buyer Note, marked "Canceled,"
and the Letter of Credit, also marked "Canceled") and accrued interest shall be
returned to Buyer and, in addition, Buyer may pursue any legal or equitable
remedy that may be available to Buyer. In the alternative, Buyer may choose the
remedy set forth in Section 12(c) below, if applicable. However, if Seller is in
default under this Agreement solely by reason of a valid legal defect in title
that Buyer is unwilling to waive, the earnest money paid and accrued interest
shall be returned to Buyer as Buyer's sole remedy and this Agreement shall be
void.
(c) If this transaction does not close due to Seller's default
(other than default limited to a valid legal defect in title that Buyer is
unwilling to waive) or inability to satisfy the condition set forth in Section
4A(b), then if, within 12 months after Seller's default or termination of this
Agreement, Seller sells or enters into a contract to sell the Assets to another
buyer(the "Post-Termination Sale or Contract"), Seller shall pay Buyer a
termination fee equal to the lesser of the following: (1) 25% of the amount by
which the sale price under the Post- Termination Sale or Contract exceeds the
Purchase Price defined in this Agreement; or (2) 6% of the Purchase Price
defined in this Agreement. If Buyer chooses this remedy, such payment shall be
paid by Seller to Buyer as liquidated damages, in lieu of all legal or equitable
remedies that may be available to Buyer.
13. Miscellaneous Provisions.
(a) Interpretation. This Agreement is governed by and shall be
construed in accordance with the laws of the State of Wisconsin. Time is of the
essence of this Agreement. This Agreement supersedes all prior agreements and
communications, written or verbal, between Buyer and Seller relating to the
purchase and sale of the Assets.
(b) Assignment. Buyer may assign this Agreement, provided the
assignee assumes the obligations of Buyer, but Buyer shall remain liable for
Buyer's obligations. The representations, warranties, covenants and agreements
contained in this Agreement and all other rights of Buyer arising under this
Agreement shall inure to the benefit of any such assignee.
(c) Effect of Acceptance. Upon execution of this Agreement by
Buyer, FFRM, and at least three out of four of the individuals signing on behalf
of Seller, this
12
<PAGE>
Agreement shall be binding upon and inure to the benefit of Buyer and Seller and
their respective heirs, legal representatives, successors and assigns. There are
no conditions, representations, warranties, covenants, or agreements relating to
this transaction not contained in this Agreement or in the Exhibits to it. Any
subsequent conditions, representations, warranties, covenants or agreements
shall not be valid and binding upon the parties unless in writing and signed by
both parties.
(d) Survival. All representations, warranties, covenants and
agreements in this Agreement shall survive the Closing Date and shall not merge
in the General Warranty Deed or any other document executed and delivered in
performance of this Agreement. However, Buyer's rights against Seller for any
breach of a representation or warranty (except a breach resulting from fraud or
intentional misrepresentation) shall expire unless Buyer gives Seller written
notice of an alleged breach within one year after Closing. Buyer agrees to look
solely to the assets of Seller (including any assets or proceeds distributed to
its partners after Closing) to satisfy any claims under such provision.
Notwithstanding anything to the contrary provided in this Agreement, in no event
shall the general partners of Seller be personally liable under any provision(s)
of this Agreement or with respect to any of Seller's obligations hereunder,
except to the extent they have actually received assets or proceeds from Seller
after Closing.
(e) Notices. Any notice required to be given herein will be in
writing and either delivered personally or sent postage prepaid by certified
United States Mail, return receipt requested, addressed, if to Buyer, at 20875
Crossroads Circle, Waukesha, Wisconsin 53186 and if to Seller c/o Martin W.
Meyer, Esq., Domnitz, Mawicke, Goisman & Rosenberg, S.C., 1509 North Prospect
Avenue, Milwaukee, Wisconsin 53202. Either party may, by written notice,
designate a different address for notices. Notice shall be deemed given when
personally delivered to the office of either party during normal business hours
or when deposited in the mail.
(f) Disclosure. Certain of Buyer's affiliates are licensed
real estate brokers who intend to realize a profit from this transaction.
(g) Post-Closing Management. Buyer shall cause FFRM to
continue to provide partnership administration services (preparation of Seller's
tax returns and reports and attendant income tax schedules for partners of
Seller and the like) to Seller at no cost to Seller until Seller has been
dissolved and finally liquidated. If FFRM fails to perform such partnership
administration services for any reason, Buyer shall be obligated to perform, or
cause to be performed, such partnership administration services.
(The rest of this page is intentionally left
blank.)
13
<PAGE>
GREAT LAKES INVESTORS LLC
By: /s/ Douglas C. Heston
Douglas C. Heston, Manager
RAL YIELD + EQUITIES IV LIMITED
PARTNERSHIP
By: /s/ Thomas R. Brophy
Thomas R. Brophy,
General Partner
By: /s/ John A. Hanson
John A. Hanson,
General Partner
By: /s/ Robert A. Long
Robert A. Long,
General Partner
By: /s/ Bart Starr
Bart Starr,
General Partner
CONSENT OF MANAGER
First Financial Realty Management, Inc. agrees to the provisions of
Section 13(g) of this Agreement.
FIRST FINANCIAL REALTY MANAGEMENT,
INC.
By: /s/ Douglas C. Heston
Douglas C. Heston, President
14
<PAGE>
EXHIBITS:
A - Description of Business
1(a)(1) - Legal Description of Land
1(c) - Specific Business Interests
3 - Purchase Price and Allocation
4 - Contingency Deadlines
4(b) - Permitted Encumbrances
4B - Agreements with Seller's Affiliates
5(b) - Assets Seller May Sell
15
<PAGE>
EXHIBIT A
Description of Business
Project Allocation
South Hills Mobile Home Park TBD
Beaver Dam, Wisconsin
Northrup Court Apartments TBD
North Canton, Ohio
Maplewood Mobile Home Park TBD
Lake City, Minnesota
Lakeshore Terrace Mobile Home Park TBD
Rice Lake, Wisconsin
Alexandria Mobile Home Park TBD
Alexandria, Minnesota
Firestone TBD
Neenah, Wisconsin
Seller's interest, as general partner, TBD in a joint venture that owns and
operates Cedar Crossings Apartments, a 109-unit residential apartment project in
Frederick, Maryland
Vacant land TBD
Neenah, Wisconsin
<PAGE>
EXHIBIT 1(a)(1)
Legal Description
To be provided in title insurance commitment
<PAGE>
EXHIBIT 1(c)
Specific Business Interests
None
<PAGE>
EXHIBIT 3
Purchase Price
The Purchase Price is $8,466,000.
<PAGE>
EXHIBIT 4
Contingency Deadlines
Section Contingency Deadline*
4(a) Notice of survey defects 60 days
Remedy of survey defects 90 days
4(b) Notice of title objections 60 days
Remedy of title objections 90 days
4(c) Notice of environmental defects 75 days
Remedy of environmental defects 105 days
* Expressed as the number of days after the date of this Agreement. Deadlines
falling on a non-business day shall be extended to the next business day.
<PAGE>
EXHIBIT 4(b)
Permitted Encumbrances
Each encumbrance specifically listed in the Title Insurance Commitment shall be
a "Permitted Encumbrance" under this Agreement, provided it does not (a)
materially interfere with the access to and from or the use or occupancy of the
Real Property; or (b) result in the violation of any building or zoning code; or
(c) create or result in a material encroachment that materially interferes with
the access to and from or the use or occupancy of the Real Property or any
properties adjacent to the Real Property or materially reduces the value of the
Real Property or any properties adjacent to the Real Property; (d) constitute a
monetary lien that will not be discharged at or prior to the Closing Date; or
(e) materially interfere with Buyer's ability to continue to lease at their fair
rental values those mobile home sites at the Property (assuming the Property is
a mobile home park) that have been under lease during any part of the year
preceding the Closing Date.
<PAGE>
EXHIBIT 4B
Agreements With Seller's Affiliates
Asset Purchase Agreement with RAL - Yield Equities II Limited Partnership
Asset Purchase Agreement with RAL Yield + Equities III Limited Partnership
Asset Purchase Agreement with RAL Income + Equity Growth V Limited Partnership
Asset Purchase Agreement with RAL Germantown/Monroe Income Limited Partnership
(The simultaneous closing of this transaction with Buyer, as required under
Section 4B, shall only be required if the transaction with Buyer is approved by
the holders of a majority of the outstanding limited partnership interests in
RAL Germantown/Monroe Income Limited Partnership)
Purchase Agreement with Thomas R. Brophy, John A. Hanson, and Robert A. Long
(and possibly Bart Starr)
<PAGE>
EXHIBIT 5(b)
Assets Seller May Sell
None
<PAGE>
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement ("First
Amendment") is made as of June 26, 1998 by and between GREAT LAKES INVESTORS
LLC, a Wisconsin limited liability company ("Buyer"), and RAL YIELD + EQUITIES
IV LIMITED PARTNERSHIP, a Wisconsin limited partnership ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Asset Purchase
Agreement dated February 17, 1998 (the "Original Agreement"), pursuant to which
Seller agreed to sell and Buyer agreed to purchase the Assets, as defined in
Section 1 of the Original Agreement.
B. Purchaser and Seller desire to amend certain provisions of
the Original Agreement as set forth in this First Amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained in the Original Agreement and in this First Amendment, it is agreed as
follows:
1. Contingency Deadlines. The deadlines contained in Sections
4 and 4A of the Original Agreement regarding notices, remedies and the
satisfaction or waiver of the contingencies contained therein shall be changed
as follows:
a. Exhibit 4 of the Original Agreement shall be deleted in
its entirety and replaced with the form of Exhibit 4 attached to this First
Amendment. If Buyer is diligently attempting to satisfy the contingencies set
forth in Sections 4(a), 4(b) and 4(c) of the Original Agreement, Buyer shall
have the right to further extend to September 15, 1998 any or all of the
deadlines set forth on the amended Exhibit 4 that relate to notice of defects or
objections, in which case the related deadline for the remedy of such defects or
objections shall be extended to October 15, 1998. If Buyer desires to exercise
its right to extend any or all of such deadlines, it must so notify Seller on or
before July 15, 1998.
b. "Seller's Contingency Deadline", as defined in Section 4A
of the Original Agreement, shall be changed from June 13, 1998 (which was
previously extended by Seller to August 13, 1998) to July 15, 1998. If Seller is
diligently attempting to satisfy the contingencies set forth in Section 4A of
the Original Agreement, Seller shall have the right to further extend the date
of Seller's Contingency Deadline to September 15, 1998. If Seller desires to
exercise its right to extend Seller's Contingency Deadline, it must so notify
Buyer on or before July 15, 1998.
2. Closing Date. The "Closing Date" as defined in Section 6(a)
of the Original Agreement shall be changed to July 31, 1998, provided that if
Buyer exercises its right to extend one or more contingency deadlines pursuant
to Section 1(a) of this First Amendment and/or if Seller exercises its right to
extend Seller's Contingency Deadline pursuant to Section 1(b) of this First
Amendment, then the "Closing Date" shall be extended to the date that is
<PAGE>
fifteen (15) days after all of the conditions set forth in Sections 4 and 4A
have been satisfied or waived.
3. Effect of Amendment. Except as amended or modified as set
forth herein, the Original Agreement shall remain unchanged, in full force and
effect and binding upon the parties.
4. Counterparts. This First Amendment may be executed in one
or more counterparts, each of which will be deemed an original of this First
Amendment.
IN WITNESS WHEREOF, Buyer and Seller have executed this First Amendment
as of the date first written above.
GREAT LAKES INVESTORS LLC
By: /s/ Douglas C. Heston
Douglas C. Heston, Manager
RAL YIELD + EQUITIES IV LIMITED
PARTNERSHIP
By: /s/ Thomas R. Brophy
Thomas R. Brophy, General Partner
By: /s/ John A. Hanson
John A. Hanson, General Partner
By: /s/ Robert A. Long
Robert A. Long, General Partner
By: /s/ Bart Starr
Bart Starr, General Partner
2
<PAGE>
EXHIBIT 4
Contingency Deadlines
Section Contingency Deadline
4(a) Notice of survey defects July 15, 1998
Remedy of survey defects July 31, 1998
4(b) Notice of title objections July 15, 1998
Remedy of title objections July 31, 1998
4(c) Notice of environmental defects July 15, 1998
Remedy of environmental defects July 31, 1998
3
<PAGE>
APPENDIX B
[Letterhead of Valuation Research Corporation]
September 1, 1998
RAL YIELD + EQUITIES IV Limited Partnership
c/o Domnitz, Mawicke, Goisman & Rosenberg, S.C.
1509 North Prospect Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
Valuation Research Corporation ("VRC") has been retained by you to express
our opinion as of September 1, 1998, as to the fairness, from a financial
point of view, of the $8,466,000 cash offer ("the Offering Price") for the
major assets of RAL YIELD + EQUITIES IV Limited Partnership ("the
Partnership"). We understand that under the terms of the proposed offer
(the "Offer") Great Lakes Investors LLC, a Wisconsin limited liability
company, would purchase these assets from the Partnership and thus the
Partnership would, in effect, be terminated.
NATURE OF THE BUSINESS
RAL YIELD + EQUITIES IV is a Wisconsin limited partnership formed on
August 8, 1986 under the provisions of the Wisconsin Uniform Limited
Partnership Act, to acquire for cash, operate, lease, develop and
eventually sell income-producing real estate properties. Currently, the
Partnership owns seven properties. It operates four mobile home parks and
leases one commercial property. In addition, it owns or has equity
interests in two apartment complexes. These properties are located in
Ohio, Maryland, Minnesota and Wisconsin. The Partnership will terminate
December 31, 2016, except in the event of prior sale of the Partnership's
properties, action by a majority interest of the Limited Partners or
certain other events.
Effective June 26, 1988, the Partnership completed its offering of limited
partnership interests. A total of 19,620.5 interests were sold for an
aggregate contribution of $19,620,500. In connection with the sale of the
limited partnership interests, the Partnership incurred costs to raise
capital of approximately $2,058,000, which were charged against partners'
equity.
The Partnership exists for the sole purpose of investing in income
producing properties (mobile home parks, commercial buildings, and
apartment complexes). Currently the direct property investment is in four
mobile home parks:
Alexandria Mobile Home Park Alexandria, MN
Lakeshore Terrace Mobile Home Park Rice Lake, WI
Maplewood Mobile Home Park Lake City, MN
South Hills Mobile Home Park Beaver Dam, WI
two apartment complexes:
Cedar Crossing Apartments Frederick, MD
Northrup Court Apartments North Canton, OH
and a commercial building:
Firestone Neenah, WI
<PAGE>
Valuation Research Corporation, as part of its appraisal business, is
regularly engaged in the valuation of businesses, business interests, and
tangible assets (real estate and personal property), in connection with
mergers and acquisitions, competitive bidding, financial restructurings,
partnership recapitalization, gift and estate tax, solvency and fairness
opinions, and other financial and appraisal services.
In connection with this engagement, Valuation Research Corporation was not
requested to serve as a financial advisor to the General Partners, the
Partnership, or to assist the General Partners or the Partnership in the
negotiations involving the sale of the Partnership's assets. The General
Partners or the Partnership did not place any limitation on the scope of
VRC's investigation or review. In addition, VRC was not requested to and
did not analyze or give any effect to the impact of any federal, state or
local income taxes to the Partnership or the owners of the units of the
Partnership arising out of the transaction contemplated herein. The
Partnership has agreed to indemnify VRC against certain liabilities
arising out of its engagement to prepare and deliver this Fairness
Opinion.
In rendering our Fairness Opinion, VRC held discussions with management
and we became familiar with the assets involved in this proposed
transaction. In addition, VRC has examined extensive data provided by the
Partnership and published market data pertaining to the underlying assets
of the Partnership. This included, but was not limited, to the following:
- Audited Financial statements for the Partnership for the
years 1992 through 1997.
- Unaudited financial statements and other internal financial
analysis for the seven owned properties that constitute the
underlying assets of the Partnership for the years 1994
through 1997.
- Market data pertaining to the current real estate market in
the neighborhoods of the seven owned properties.
- Demographic and economic histories and projections for the
subject properties' neighborhoods.
- Review of comparable sales and lease data for each of the
seven properties.
The basis of our opinion of the fairness of the Offer is the current
market value of the underlying assets of the Partnership. We have not
taken into consideration any other assets that may be part of the
Partnership nor any liabilities or debt associated with any of the
properties or the Partnership.
For this opinion, Market Value is defined as:
The most probable price which a property should bring in a
competitive and open market under all conditions requisite to
a fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue
stimulus. Implicit in this definition is the consummation of a
sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:
- Buyer and seller are typically motivated;
- Both parties are well informed or well advised, and acting in
what they consider their best interests;
- A reasonable time is allowed for exposure in the open market;
- Payment is made in terms of cash in U.S. dollars or in terms
of financial arrangements comparable thereto; and
- The price represents the normal consideration for the
property sold unaffected by special or creative financing or
sales concessions granted by anyone associated with the sale.
Source: Uniform Standards of Professional Appraisal Practice,
Published by the Appraisal Foundation, 1997.
<PAGE>
To determine the value of the underlying real property asset(s), we relied
primarily on the income approach. Typically, appraisers use up to three
approaches in valuing real property: the cost approach, the direct sales
comparison approach and the income approach. These approaches are based on
the cost to replace assets, the market exchanges of comparable properties,
and the capitalization of income, respectively. In this analysis, all
three methods of valuation were considered; however, because of the
income-producing nature of the properties, the encumbered nature of the
commercial building, the limited number of comparable mobile home sales,
and the current real estate market, we placed more emphasis on the income
approach and used the direct sales comparison approach and the cost
approach as a check on the reasonableness of the results obtained using
the income approach.
In our analysis, we have also considered the highest and best use of the
property. The valuation of real estate is based on its most profitable
likely use. The highest and best use is arrived at by testing potential
uses of the property, both as improved and as though vacant, to find the
use which meets the following criteria: Physically possible - the uses of
vacant land which are possible after considering physical characteristics
of the land; legally permitted - uses that are permissible after
considering local, state and federal regulations and private restrictions;
financially feasible those uses which are physically possible and legally
permitted which produce a positive return beyond operation expenses,
financial obligations, and capital amortization; and maximum productive
use - the use that is physically possible, legally permitted and
financially feasible which produces the highest price or value, which is
the highest and best use. In each case, we found that the current use to
be the highest and best use of the property.
The following paragraphs summarize the significant quantitative and
qualitative analyses performed by VRC in arriving at the fairness opinion.
VRC considered all such quantitative and qualitative analyses in
connection with its valuation analysis but has relied more on the income
capitalization approach then the other two.
INCOME CAPITALIZATION APPROACH
The Income Capitalization Approach to Value is considered to be one of the
more reliable approaches in the valuation of income producing properties
and is still the primary factor in investment decisions for today's real
estate investors. The basic premise of the income approach is that the
earning power of a real estate investment is the critical element
affecting its value. Value is often defined as the present worth of
anticipated future income. All income capitalization methods, techniques,
and procedures represent attempts to quantify expected future benefits.
The two accepted methods of applying the income approach are defined
below:
Direct Capitalization - a method by which an estimate of a single
year's income expectancy or an annual average of several years'
income expectancies are converted to an indication of value by one
direct step, either by dividing the income estimate by an
appropriate rate or by multiplying the income estimate by an
appropriate factor.
Discounted Cash Flow Analysis - A set of procedures in which the
quantity, variability, timing, and duration of periodic income, as
well as the quantity and timing of reversions, are specified and
discounted to a present value at a specified yield rate.
The principle of anticipation has a crucial role in this approach. This
principle states that value is created by the expectations of benefits to
be derived in the future. The relevance of anticipation to the approach
cannot be overstated. Value is created by the expectation of benefits to
be derived in the future, and value may be defined as the present worth of
all rights to future benefits. All income capitalization methods,
techniques, and procedures represent attempts to quantify expected future
benefits.
With adequate information and proper use, direct capitalization and yield
capitalization methods should produce similar value indications. In
choosing which of the two (or both) methods to apply, the appraiser
considers the typical investor's view of market value.
The first step in both income approaches is the determination of a proper
rental or revenue stream that one would expect to be able to obtain from
the subject property based on actual historical operations and a study of
comparable rental properties. A similar analysis of typical operating
expenses along with expected vacancy and collection losses aids in
constructing an operating statement that results in a net operating income
(NOI) for the first and subsequent years. The estimated first year NOI can
then be converted into an indicated property value through the overall
direct capitalization process, while the estimated future cash flows can
be converted into an indicated value by discounting those individual
yearly amounts to a present value.
<PAGE>
Our analysis began with an estimate of each of the subject's market rent
potential based on an analysis of the actual rentals in place with the
subject property and market information pertaining to comparable rental
rates in the subject's area. Using this information, a potential gross
income estimate was made. This estimated potential gross income was
projected to grow over the course of the projection period--10 years--at
various rates based on current and forecasted economic conditions in each
of the subject areas.
Secondly, allowances for vacancy and collection losses were made based on
market surveys in each of the subject's area and actual historical
performance of the subject property. This adjustment ranged from a low of
2% for the mobile home parks to 5% for the apartment complexes.
The result of subtracting the vacancy and collection loss estimate from
the estimated gross income is the effective gross income. It is this
effective gross income that is used to pay for any operating expenses
associated with the operation of the subject property.
The estimate of the operating expenses was based on a combination of
historical expenses of the subject and published market surveys. These
operating expenses were projected to grow at a projected 2.5% to 3.0%
inflation rate per year over the course of the 10-year projection period.
In addition to the normal operating expenses an estimate of the cost and
timing of major capital improvements is made and used as an added expense.
The basis for this capital improvement expense adjustment is the actual
age and size of each subject property and the projected amount and timing
of replacements for such major items as roadway repair, sewer and water
line maintenance, roofing, heating, ventilating and air condition units,
etc.
The net operating income (NOI) is that cash flow which accrues to the
owner of the property after deductions for the above expenditures and
allowances. It is this net operating income that was converted into an
estimate of value.
The following table sets forth the estimated aggregate revenues, expenses
and net operating income (NOI) of the properties underlying the subject
limited partnership for each of the twelve-month periods ending December
31, 1998 through December 31, 2007 that were included in the financial
forecasts used by VRC in connection with the preparation of the Fairness
Opinion.
RAL YIELD + EQUITIES IV
Pro Forma Income Statement
Year Ending December 31,
(In Thousands of Dollars)
Year 1998 1999 2000 2001 2002
Revenues $1,988 $2,039 $2,092 $2,147 $2,202
Expenses* 1,119 1,150 1,182 1,216 1,249
Net Income 869 889 910 931 953
Year 2003 2004 2005 2006 2007
Revenue $2,260 $2,320 $2,381 $2,443 $2,507
Expenses* 1,284 1,320 1,357 1,395 1,434
Net Income 976 1,000 1,024 1,048 1,073
*Including Capital Expenditures
<PAGE>
In rendering this fairness opinion, VRC relied, without assuming
responsibility for independent verification, on the accuracy and
completeness of all financial and operating data, financial analyses,
reports and other information that were publicly available, compiled or
approved by or otherwise furnished or communicated to VRC by or on behalf
of the Partnership. With respect to the financial forecasts utilized by
VRC, VRC believes that the assumptions underlying the forecasts are
reasonable and that consequently there is a reasonable probability that
the projections would prove to be substantially correct. However, readers
of this fairness opinion should be aware that actual revenues, expenses
and net operating income of the properties underlying the Partnership will
depend to a large extent on a number of factors that cannot be predicted
with certainty or which may be outside of the control of the General
Partners, including general business, market and economic conditions,
supply and demand for rental properties in the areas in which the
properties are located, future operating expense and capital expenditure
requirements for the properties, future occupancy rates, the ability of
the General Partners and property managers for the properties to maintain
the attractiveness of the properties to tenants, real estate tax rates,
changes in tax laws and other factors. As a result, actual results could
differ significantly from the forecasted results.
Capitalization Rate Valuation Analysis
The relationship between NOI and value can be expressed in its overall
rate of return, or capitalization rate. Capitalization rates were
abstracted from market surveys conducted by reputable national firms for
each of the major metropolitan areas in which the subject properties are
located, including surveys conducted and reported by The National Real
Estate Index, Korpacz Real Estate Investor Survey and the American Council
of Life Insurance. The indicated value for each property was derived from
the NOI of each property divided by the appropriate capitalization rate.
The capitalization rates used in this analysis ranged from 9.0% to 12.0%,
with a 10.8% average.
Discounted Cash Flow Analysis
We also performed a discounted cash flow analysis of (i) the present value
of the forecasted cash flows from future operations of those properties
owned by the Partnership, and (ii) the present value of the estimated
proceeds of a sale of the property at the conclusion of the forecast
period. In completing this analysis, we utilized financial and operating
forecasts of each property's estimated cash flow for the twelve-month
periods ending December 31, 1998 to December 31, 2007 and applied discount
rates of 12.0% to 14.5% to forecasted cash flows and to a forecasted
residual value. The residual value is based on capitalizing forecasted
cash flow for the year 2008 at 10.5%. Since this discounted cash flow
analysis assumes the immediate sale of the properties to third parties, we
did not take into account any tax ramifications of the cash flow in this
analysis, nor did we consider any outstanding debt associated with the
properties.
THE COST APPROACH
The cost approach is a valuation technique that uses the concept of
replacement as a value indicator. Replacement or reproduction cost is
estimated for the property being appraised which is then adjusted for
losses in value (appraised depreciation) due to a variety of factors. This
process requires valuing the site as if vacant, then adding the
replacement cost new of the improvements based on market derived costs for
similarly constructed properties. Then accrued depreciation from physical
deterioration and obsolescence of all causes is estimated and subtracted
from the replacement cost new to arrive at the present value.
This approach provided a good check on the estimated value obtained using
the income approach for the commercial and apartment complex properties
owned by the Partnership. It was not used for the mobile home parks.
THE DIRECT SALES COMPARISON APPROACH
The sales comparison approach is a valuation technique in which the value
is estimated on the basis of market prices in actual transactions. The
technique consists of studying available market comparable information and
adjusting for differences. This process is essentially that of comparison
and correlation. Differences always exist between properties even though
they may be almost identical, and therefore adjustments for these
differences must be made. Some adjustments that may prove important are:
(i) condition of sale, (ii) financing terms, (iii) market conditions
(time), (iv) location, (v) physical characteristics, and (vi) income
characteristics.
For those properties currently encumbered by a long term lease, the direct
sales comparison approach is not an appropriate methodology to use. For
those properties that have yearly lease renewals, it serves as a good
check on the reasonableness of the value obtained using the income
approach.
CONCLUSION OF VALUE
The preparation of a fairness opinion involves various determinations as
to the most appropriate and relevant quantitative and qualitative methods
of analyses and the application of those methods to the particular
circumstances and therefore such an opinion is not readily susceptible to
partial analyses or summary description. Accordingly, our analyses must be
considered as a whole and considering any portion of such analyses and of
the factors considered, without considering all analyses and factors,
could create a misleading or incomplete view of the process underlying the
fairness opinions. Any estimates contained in these analyses are not
necessarily indicative of actual values or predictive of future results or
values, which may be significantly more or less than as set forth herein.
<PAGE>
Our fairness opinion is based solely upon the information available to it
and the economic market and other circumstances that existed as of the
date hereof. Events occurring after such date could materially affect the
assumptions and conclusions contained in the fairness opinion. We have not
undertaken to reaffirm or revise this fairness opinion or otherwise
comment upon any events occurring after the date hereof.
We have relied without independent verification on the accuracy and
completeness of all of the financial and other information reviewed by us
for purposes of this opinion. Nothing came to our attention, for purposes
of this opinion, which causes us to question their accuracy or their
representation of the operations of the assets under review. We have not
verified the title to ownership of these assets, nor have we made an
independent valuation or appraisal of the reported current assets or any
of the liabilities reported by the Partnership on its financial
statements. Our opinion necessarily is based on conditions as they exist
and can be valued only as of September 1, 1998.
Based on and subject to the foregoing and based on such other matters as
we consider relevant, it is our opinion that as of the date hereof, the
$8,466,000 offer to the Partnership represents a fair value, from a
financial point of view, to the Partnership and its limited partners.
This letter is solely for the information of and assistance to the parties
to whom it is addressed in conducting their investigation with regard to
the proposed sale of the assets of the Partnership. The Partnership may
include this letter as a part of the information statement filed with the
Securities and Exchange Commission and delivered to holders of the
Partnership's limited partnership interests. Any other uses are expressly
prohibited and neither this letter nor any of its parts may be circulated,
quoted, or otherwise referred to for any other purpose without the written
consent of VRC, the exercise of which will be at the sole discretion of
VRC, not unreasonably withheld. If given, such consent shall not be
without sufficient review by VRC as to the precise language of such
disclosure and the time and place of its potential release.
The above limitations do not apply to interested parties as defined
herein. However, in such instances, this opinion must be provided to such
parties in its entirety. The term "interested parties" shall include the
Partnership's auditors and attorneys, participants and assignees,
regulators, or appropriate parties involved in this transaction.
VRC has no responsibility to update the opinion stated herein for events
and circumstances occurring after the date of this letter.
This opinion is subject to the assumptions and limiting conditions
contained herein. VRC has not investigated the title to, nor the
liabilities against, the Partnership or the underlying assets of the
Partnership and assumes no responsibility concerning these matters.
Neither Valuation Research Corporation nor any of its personnel have any
present or contemplated financial interest in the Partnership or the
assets of the Partnership, and we certify that the compensation received
for this opinion letter is not contingent on the conclusions stated.
Additionally, the assignment was not based on a requested minimum
valuation, a specific valuation, or the approval of a loan.
Valuation Research Corporation does not conduct or provide environmental
liability assessments of any kind in performing its valuations so that our
opinion of the fairness of the Offer does not reflect any actual or
contingent environmental liabilities associated with the owned property
that constitutes the underlying assets of the Partnership.
Respectfully submitted,
VALUATION RESEARCH CORPORATION
/s/ VALUATION RESEARCH CORPORATION
Attachment
Engagement Number: 02-3173-00
<PAGE>
LIMITING FACTORS AND ASSUMPTIONS
In accordance with recognized professional ethics, the professional fee
for this service is not contingent upon our conclusion of value, and
neither Valuation Research Corporation nor any of its employees have a
present or intended material financial interest in the subject company.
The opinion expressed herein is valid only for the stated purpose as of
the date of the fairness opinion.
Financial statements and other related information provided by the subject
company or its representatives in the course of this investigation have
been accepted, without further verification, as fully and correctly
reflecting the company's business conditions and operating results for the
respective periods, except as specifically noted herein.
Public information and industry and statistical information has been
obtained from sources we deem to be reliable; however, we make no
representation as to the accuracy or completeness of such information, and
have accepted the information without further verification.
The conclusions of value are based upon the assumption that the current
level of management expertise and effectiveness would continue to be
maintained and that the character and integrity of the enterprise through
any sale, reorganization, exchange, or diminution of the owners'
participation would not be materially or significantly changed.
This letter and the conclusions arrived at herein are for the exclusive
use of our client for the sole and specific purposes as noted herein.
Furthermore, the letter and conclusions are not intended by the author,
and should not be construed by the reader, to be investment advice in any
manner whatsoever. The conclusions reached herein represent the considered
opinion of Valuation Research Corporation, based upon information
furnished to them by the Partnership and other sources.
We have been assured by the Partnership and the General Partners of RAL
YIELD + EQUITIES IV that there will be no material change in the proposed
sale of assets or any documents in VRC's possession as of September 1,
1998.
Except as contemplated hereby, neither all nor any part of the contents of
this letter (especially any conclusions as to value, the identity of any
appraiser or appraisers, or the firm with which such appraisers are
connected, or any reference to any of their professional designations)
should be disseminated to the public through advertising media, public
relations, news media, sales media, mail, direct transmittal, or any other
public means of communication, without the prior written consent and
approval of Valuation Research Corporation.
Future services regarding the subject matter of this letter, including,
but not limited to, testimony or attendance in court, shall not be
required of Valuation Research Corporation, unless previous arrangements
have been made in writing.
Valuation Research Corporation is not an environmental consultant or
auditor, and it takes no responsibility for any actual or potential
environmental liabilities. Any person entitled to rely on this letter
wishing to know whether such liabilities exist, or their scope, and the
effect on the value of the property is encouraged to obtain a professional
environmental assessment. Valuation Research Corporation does not conduct
or provide environmental assessments and has not performed one for the
subject property.
Valuation Research Corporation has asked the Partnership whether it is
subject to any present or future liability relating to environmental
matters (including but not limited to CERCLA/Superfund liability).
Valuation Research Corporation has not determined independently whether
the Partnership is subject to any such liabilities, nor the scope of any
such liabilities. Valuation Research Corporation's appraisal takes no such
liabilities into account except as they have been reported expressly to
Valuation Research Corporation by the Partnership, or by an environmental
consultant working for the Partnership and then only to the extent that
the liability was reported to us in an actual or estimated dollar amount.
To the extent such information has been reported to us, Valuation Research
Corporation has relied on it without verification and offers no warranty
or representation as to its accuracy or completeness.
We have not made a specific compliance survey or analysis of the subject
properties to determine whether they are subject to or in compliance with
the Americans with Disabilities Act of 1990 (ADA) and this opinion does
not consider the impact, if any, of noncompliance in estimating the value
of the limited partnership interests in the Partnership.
<PAGE>
RAL YIELD + EQUITIES IV LIMITED PARTNERSHIP
CONSENT SOLICITATION
THIS CONSENT IS SOLICITED ON BEHALF OF THE GENERAL PARTNERS
The following proposal is submitted for approval by written consent to
the holders of limited partnership interests (the "Interests") of RAL Yield +
Equities IV Limited Partnership (the "Partnership") by the General Partners of
the Partnership.
A properly executed and dated Reply Card must be received by October
22, 1998 to be included in the tabulation of consents. THE GENERAL PARTNERS URGE
THE LIMITED PARTNERS TO CONSENT TO THE BELOW PROPOSAL.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD TODAY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
To approve the Asset Purchase Agreement, as amended (the "Purchase Agreement")
by and between the Partnership and Great Lakes Investors LLC ("Great Lakes"), to
sell substantially all of the assets of the Partnership to Great Lakes pursuant
to the Purchase Agreement and to distribute the Partnership's net assets and
dissolve the Partnership as soon as practicable thereafter, all as set forth in
the Consent Solicitation Statement.
The undersigned Limited Partner hereby votes his or her Interests on such
proposal as follows:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement relating to the above proposal, the Partnership's 1997 Annual Report
to Limited Partners and the Partnership's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
Check appropriate box Date _______________________
Indicate changes below:
Address Change? [ ] Name Change? [ ]
----------------------------------------
----------------------------------------
Signature(s) in Box
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by an authorized person.
