Cable TV Fund 14-A, Ltd. - SC 14Dl
Document
Base
Cover Page
Security and Subject
Identity and Background
Past Contacts
Source and Amount of Funds
Purpose of Tender
Interest in Securities
Contracts and Arrangements
Persons Retained
Financial Statement of Bidder
Additional Information
Exhibits Filed
Signatures
Exhibits
Exhibit Index
Additional Exhibits
Additional Exhibits
Additional Exhibits
Additional Exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Cable TV Fund 14-A, Ltd.
(Name of Subject Company)
Madison Liquidity Investors 104, LLC
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Copy to:
Ronald M. Dickerman Lance D. Myers, Esq.
Madison Liquidity Investors 104, LLC Cullen and Dykman
P.O. Box 7461 177 Montague Street
Incline Village, Nevada 89452 Brooklyn, New York
11201
(212) 687-1899 (718) 780-0048
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of Valuation
$3,643,200.00
Filing Fee
$728.64
For purposes of calculating the filing fee only. This amount
assumes the purchase of 15,840 Limited Partnership Interests
("Units") of the subject company at $230.00 in cash per Unit.
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
CUSIP NO. None 14D-1 Page 1 of 3 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison Liquidity Investors 104, LLC
134022656
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC, PF and OO
CUSIP NO. None 14D-1 Page 2 of 3 Pages
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
7,838 Madison Partnership Liquidity Investors 46, LLC
65 ISA Partnership Liquidity Investors, LLC
10 Cobble Hill Investments, LP
8. Madison/AG Partnership Value Partners II, LP
7,921 Total
9. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
[ ]
10. Percent of Class Represented by Amount in Row (7)
5.0
11. Type of Reporting Person (See Instructions)
OO
Item 1. Security and Subject Company.
(a) This Schedule relates to limited partnership interests (the "Units") of
Cable TV Fund 14-A, Ltd. (the "Issuer"), the subject company. The address of
the Issuer's principal executive offices is: 9697 E. Mineral Avenue, P.O. Box
3309, Englewood, Colorado 80155.
(b) This Schedule relates to the offer by Madison Liquidity Investors 104,
LLC (the "Purchaser"), to purchase up to 15,840 Units for cash at a price
equal to $230.00 per Unit less the amount of any cash distributions made on
or after October 30, 1998, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated October 30, 1998 (the "Offer to
Purchase") and the related Agreement of Assignment and Transfer, copies of
which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The
Issuer had 160,000 Units outstanding as of October 15, 1998, according to its
definitive proxy statement.
(c) The information set forth under the captions "Introduction-Establishment
of the Offer Price" and "Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction", "Certain
Information Concerning the Purchasers" and in Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information Concerning
the Purchasers" and Schedule I in the Offer to Purchase is incorporated
herein by reference. Other than as set forth in the Offer to Purchase,
during the last five years, neither the Purchasers nor, to the best of the
knowledge of the Purchasers, any person named on Schedule I to the Offer to
Purchase nor any affiliate of the Purchasers (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or dministrative body of
competent jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, Federal or State securities laws or
finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) See the Offer to Purchase for information concerning purchases
of Units by certain of the Purchasers and their affiliates. Other than the
foregoing, since September 1, 1998, there have been no transactions between
any of the persons identified in Item 2 and the Issuer or, to the knowledge
of the Purchaser, any of the Issuer's affiliates or general partners, or any
directors or executive officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption
"Source of Funds" of the Offer to Purchase is incorporated herein by
reference.
(b)-(c) Not applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a)-(e) and (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference.
(f) Not applicable
Item 6.Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information Concerning the
Purchaser" of the Offer to Purchase is incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchaser" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
CUSIP NO. None14D-1 Page 3 of 3 Pages
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the Offer to
Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the related
Agreement of Assignment and Transfer, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein
in their entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated October 30, 1998
(a)(2) Agreement of Assignment and Transfer
(a)(3) Form of Letter to Unitholders dated October 30, 1998
(a)(4) Form of Advertisement (if applicable)
(b)-(f) Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: October 30, 1998
Madison Liquidity Investors 104, LLC
By Ronald M. Dickerman, Managing Director
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Managing Director
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated October 30, 1998
(a)(2) Agreement of Assignment and Transfer
(a)(3) Form of Letter to Unitholders dated October 30, 1998
(a)(4) Form of Advertisement (if applicable)
Exhibit (a)(1)
OFFER TO PURCHASE FOR CASH
LIMITED PARTNERSHIP INTERESTS
OF
CABLE TV FUND 15-A, LTD.
a Colorado Limited Partnership
AT
$250.00 PER UNIT
by
MADISON LIQUIDITY INVESTORS 104, LLC
(the "Purchaser")
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD
TIME, ON DECEMBER 4, 1998, UNLESS THE OFFER IS EXTENDED.
Madison Liquidity Investors 104, LLC (the "Purchaser") hereby seeks to
acquire limited partnership interests (the "Units") in Cable TV Fund 15-A,
Ltd., a Colorado limited partnership (the "Partnership"). The Purchaser
hereby offers to purchase up to 21,104 Units at $250.00 per Unit (the
"Purchase Price"), in cash, reduced by (i) the $50.00 transfer fee (per
transfer, not per Unit) charged by the Partnership and (ii) any cash
distributions made on or after November 5, 1998 (the "Offer Date"), without
interest, upon the terms and subject to the conditions set forth in this
Offer to Purchase (the "Offer to Purchase") and in the related Agreement of
Assignment and Transfer and accompanying documents, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). The Offer will expire at 5:00 p.m., Eastern Standard Time on
December 4, 1998 or such other date to which this Offer may be extended(the
"Expiration Date"). The Units sought pursuant to the Offer represent 9.9% of
the Units outstanding as of October 15, 1998. Neither Jones Intercable, Inc.,
the General Partner of Cable TV Fund 15-A, Ltd. ("Jones" or the "General
Partner") nor Cable TV Fund 15-A, Ltd. or their respective affiliates or
subsidiaries are parties to this Offer.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS
BEING TENDERED. A UNITHOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH
UNITHOLDER.
The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment
for, any Units, (ii) upon the occurrence of any of the conditions specified
in Section 14 of this Offer to Purchase, to terminate the Offer and not
accept for payment any Units not theretofore accepted for payment or paid
for, or to delay the acceptance for payment of, or payment for, any Units not
theretofore accepted for payment or paid for, and (iii) to amend the Offer in
any respect. Notice of any such extension, termination or amendment will
promptly be disseminated to Unitholders in a manner reasonably designed to
inform Unitholders of such change in compliance with Rule 14d-4(c) under the
Securities Exchange Act of 1934 (the "Exchange
Act"). In the case of an extension of the Offer, such extension will be
followed by a press release or public announcement which will be issued no
later than 9:00 a.m., Eastern Standard Time, on the next business day after
the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the
Exchange Act.
November 5, 1998
IMPORTANT
Any Unitholder desiring to tender any Units should complete and sign the
Agreement of Assignment and Transfer (a copy of which is printed on yellow
paper and enclosed with this Offer to Purchase) in accordance with the
instructions to the Agreement of Assignment and Transfer (see Instructions to
complete the Agreement of Assignment and Transfer) and mail or deliver an
executed Agreement of Assignment and Transfer and any other required
documents to Madison Liquidity Investors 104, LLC in care of its Transfer
Agent, Gemisys Tender Services (the "Transfer Agent" or "Gemisys"), at the
address set forth below.
MADISON LIQUIDITY INVESTORS 104, LLC
c/o Gemisys Tender Services
7103 South Revere Parkway
Englewood, Colorado 80112
Telephone: (303) 705-6390
Facsimile: (303) 705-6276 (No Agreements of Assignment and Transfer will
be accepted by fax)
Questions or requests for assistance or additional copies of this Offer to
Purchase or the Agreement of Assignment and Transfer may be directed to
Madison Liquidity Investors 104, LLC in care of Gemisys at (303) 705-6390.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE AGREEMENT OF ASSIGNMENT AND TRANSFER. NO
SUCH RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS
HAVING BEEN AUTHORIZED.
The Partnership is subject to the information and reporting
requirements of the Exchange Act and in accordance therewith is required to
file reports and other information with the Securities and Exchange
Commission (the "SEC" or "Commission") relating to its business, financial
condition and other matters. Such reports and other information are available
on the Commission's electronic data gathering and retrieval (EDGAR) system,
at its internet web site at www.sec.gov, may be inspected at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and are available for
inspection and copying at the regional offices of the Commission located in
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Public
Reference Room of the Commission in Washington, D.C. at prescribed rates. The
Purchaser has or will be filing with the Commission a Tender Offer Statement
on Schedule 14D-1 (including exhibits) pursuant to Rule 14d-3 of the
General Rules and Regulations under the Exchange Act, furnishing certain
additional information with respect to the Offer. Such statement and any
amendments thereto, including exhibits, may be
inspected and copies may be obtained from the offices of the Commission in
the manner specified above.
TABLE OF CONTENTS
Page
INTRODUCTION 1
TENDER OFFER
Section 1. Terms of the Offer 3
Section 2. Procedures for Tendering Units 3
Section 3. Acceptance for Payment and
Payment for Units 3
Section 4. Proration 4
Section 5. Withdrawal Rights 4
Section 6. Extension of Tender Period;
Termination; Amendment 4
Section 7. Certain Federal Income Tax Consequences 5
Section 8. Effects of the Offer 5
Section 9. Future Plans 5
Section 10.The Business of the Partnership 6
Section 11.Conflicts of Interest 6
Section 12.Certain Information Concerning
the Purchaser 6
Section 13.Source of Funds 7
Section 14.Conditions of the Offer 7
Section 15.Certain Legal Matters 7
Section 16.Fees and Expenses 8
Section 17.Miscellaneous 8
Schedule I.The Purchasers and Their
Respective Principals 9
To the Unitholders of Cable TV Fund 15-A, Ltd.:
INTRODUCTION
The Purchaser hereby offers to purchase up to 21,104 of the outstanding units
of limited partnership interest ("Units"), representing approximately 9.9% of
the Units outstanding, in Cable TV Fund 15-A, Ltd. (the "Partnership") at a
purchase price of $250.00 per Unit, in cash, reduced by (i) the $50.00
transfer fee (per transfer, not per Unit) charged by the Partnership and (ii)
any cash distribution made on or after November 5, 1998 (the "Offer Date"),
upon the terms and subject to the conditions set forth in the Offer. The
Offer will expire at 5:00 p.m., Eastern Standard Time, on December 4, 1998,
or such other date to which this Offer may be extended (the "Expiration
Date"). The Offer is not conditioned on any aggregate minimum number of Units
being tendered. Unitholders who tender their Units will not be obligated to
pay any brokerage commissions in connection with the tender of Units.
For further information concerning the Purchaser, see Section 12 below and
Schedule "I".
Unitholders are urged to consider the following factors:
- - Unitholders who tender their Units will give up the opportunity to
participate in any future benefits from the ownership of Units, including
potential future distributions by the Partnership, and the purchase price per
Unit payable to a tendering Unitholder by the Purchaser may be less than the
total amount which might otherwise be received by the Unitholder with respect
to the Units over the remaining term of the Partnership. In this regard,
Unitholders should note that the Partnership has announced the sale of its
last remaining cable systems and has estimated that as a result of this
proposed sale it may distribute $366.00 for each $500.00 Unit or $732.00 for
each $1,000.00 Unit, although it cannot provide any assurance that the actual
distribution may not vary from its estimate. Additionally, there can be no
assurance that the announced sale of the remaining systems will be approved
by Unitholders or that the proposed transactions will close in accordance
with the proposed terms or in the expected time frame.
- - The decision to accept the Offer eliminates the potential uncertainty
related to waiting for future distributions of sales and final liquidation
proceeds. Furthermore, by selling the Units for cash now, the Unitholder
would enjoy the ability to redeploy investment assets into alternative and
more liquid investments.
- - In its October 16, 1998 Definitive Proxy Statement, the Partnership states
that "its ability to complete the transaction discussed...and the
Partnership's ability to make a distribution to its partners...are (sic)
dependent upon the approval of the transaction by the holders of a majority
of the Partnership's limited partnership interests." Consequently, if a
majority of Unitholders do not vote in favor of the transaction, the
Partnership will need to either extend the proxy solicitation or renegotiate
the terms of the sales contract to ones more favorable to Unitholders. In
either case, these outcomes potentially delay distributions to Unitholders.
- - In its October 16, 1998 Definitive Proxy Statement, the Partnership states
that the sales contract is dependent upon many conditions, including (i) the
sales of certain systems by the buyer and (ii) a minimum number of
subscribers to the Barrington and South Suburban Systems existing when the
sales close. While the buyer is able to waive the first condition, doing so
would delay the sale by a minimum of nine months and potentially as long as
12 months from the date of the Asset Purchase Agreement dated as of August 7,
1998. Consequently, and due to market conditions related to the Barrington
and South Suburban Systems, a delay may impact the second condition. As a
result of these conditions and regardless of whether or not they are
eventually met and the sale consummated, distributions to Unitholders may be
delayed.
- - The Purchaser is making the Offer for investment purposes and with the
intention of making a profit from the ownership of the Units. In establishing
the purchase price of $250.00 per Unit, the Purchaser is motivated to
establish the lowest price which might be acceptable to Unitholders
consistent with the Purchaser's objectives. Such objectives and motivations
may conflict with the interests of the Unitholders in receiving the highest
price for their Units.
- - For Unitholders who sell their Units in accordance with this Offer, 1998
will be the final year for which you receive a K-1 Tax Form from the
Partnership assuming that the transfer of your Units is effectuated by the
General Partner in 1998. Many investors who have tax professionals prepare
their taxes find the cost of filing K-1s to be burdensome, particularly if
more than one limited partnership is owned. As mentioned above, the General
Partner has disclosed that the sale of the remaining cable systems is not
anticipated to close until 1999, and in conjunction with these proposed
closings it is expected that the indemnity escrow accounts that will be
maintained pursuant to the proposed system sales will not be liquidated
until, at the earliest, the Fourth Quarter of 1999, which will result in the
Unitholders having to file a K-1 Tax Form in 2000.
- - The Offer will provide Unitholders with an opportunity to liquidate their
investment without the usual transaction costs associated with secondary
market sales. Unitholders may have a more immediate need to use the cash now
tied up in an investment in the Units and wish to sell them to the Purchaser.
Establishment of the Offer Price
The Purchaser has set the Offer Price at $250.00 per Unit, in cash,
reduced by (i) the $50.00 transfer fee (per transfer, not per Unit) charged
by the Partnership and (ii) any cash distributions made on or after November
5, 1998. In determining the Offer Price, the Purchaser based its valuation
of the Units on its own investigation of Partnership assets, liabilities and
business plan, and in part on the General Partner's estimate of the cash
distribution from the sale of cable systems and the final liquidating
distribution which may occur in the Fourth Quarter of 1999, at the earliest,
subject to certain contingencies.
The net asset value of the Units as reported by the General Partner in
its October 16, 1998 Definitive Proxy Statement is $366.00 per each $500.00
Unit. The net asset value does not necessarily reflect the fair market value
of a Unit, which may be higher or lower than the net asset value depending on
several factors. The General Partner estimates net asset value based on a
hypothetical sale of all of the Partnership's assets, as of a
hypothetical date, and the distribution to the Limited Partners and the
General Partner of the gross proceeds of such sales, net of related
indebtedness, together with the Partnership's cash, proceeds from temporary
investments, if any, and all other assets
that are believed to be liquidated, after provision in full for all of the
Partnership's other known liabilities. The net asset value estimates
prepared by the General Partner do not take into account (i) future changes
in market conditions, (ii) timing considerations or (iii) unforeseeable costs
associated with winding up the Partnership. It is the Purchaser's belief
that the net asset value estimate prepared by the General Partner does not
accurately reflect the fair market value of a Unit or the amount a Limited
Partner could expect to receive upon liquidation if the Partnership
liquidated today.
Although not necessarily an indication of value, the $250.00 purchase
price per Unit is 7.8% higher than the $231.89 weighted average selling price
for the Units(as adjusted for typical commissions), as reported by The
Partnership Spectrum, an independent, third-party source. As further
reported by The Partnership Spectrum during the two month period ended July,
1998, there were 6 trades conducted representing an aggregate of 226 Units
sold or transferred. Because the gross sales prices reported by The
Partnership Spectrum do not necessarily reflect
the net sales proceeds received by sellers of Units, which typically are
reduced by commissions and other secondary market
transaction costs to amounts less than the reported prices; the Purchaser
cannot, and does not, know whether the information compiled by The
Partnership Spectrum is accurate or complete.
In a Definitive Proxy Statement on Form 14A filed as of October 16,
1998 the Partnership reported (in part) as follows:
A special vote of the limited partners of Cable TV Fund 15-A,
Ltd. (the "Partnership") is being conducted through the mails (sic) on behalf
of the Partnership by Jones Intercable, Inc., the general partner of the
Partnership (the "General Partner"), for the purpose of obtaining limited
partner approval of the sale, to TCI Communications, Inc. or one of its
affiliates, of the cable television systems serving the communities of
Barrington, Lake Barrington, Deer Park, Long Grove, Elgin, South Elgin,
Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain
unincorporated areas of Cook, Kane and Lake Counties, all in the State of
Illinois (the "Barrington System") and the cable television system serving
the communities of Flossmoor, La Grange, La Grange Park, Riverside,
Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson, Richton Park,
University Park, Crete, Olympia Fields, Western Springs and certain
unincorporated areas of Will and Cook Counties, all in the State of Illinois
(the "South Suburban System") (collectively, the "Systems") owned by the
Partnership for approximately $170,353,750 in cash, subject to customary
working capital closing adjustments that may have the effect of increasing or
decreasing the sales prices by a non-material amount. . . .
If the limited partners approve the proposed sale of the System
and if the transaction is closed, the Partnership will repay all of its
indebtedness, which totaled $83,929,128 at June 30, 1998, pay a brokerage fee
totaling approximately $4,258,844 (representing 2.5 percent of the adjusted
sales price) to The Jones Group, Ltd., a subsidiary of the General Partner,
for acting as a broker in this transaction, settle working capital
adjustments and deposit $5,298,000 into an indemnity escrow account, and then
the Partnership will distribute the approximate
$77,938,986 of net sale proceeds to the limited partners of record as of the
closing date of the sale of the Systems. This distribution will give the
limited partners a return of $366 for each $500 limited partnership interest,
or $732 for each $1,000
invested in the Partnership. Distribution checks will be issued to limited
partners' account registration or payment instruction or record. Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital
initially contributed to the Partnership by the limited partners plus an
amount equal to six percent per annum, cumulative and noncompounded, on an
amount equal to their initial capital contributions, the General Partner will
not receive a general
partner distribution from the sale of the Systems.
There have been no prior distributions to the limited partners
and it is anticipated that there will be no further distributions to the
limited partners other than from any amounts remaining after November 15,
1999 in the indemnity escrow
account. Once the Partnership has completed the distribution of the net
proceeds from the sale of the Systems, the limited partners of the
Partnership will have received a total of only $366 for each $500 limited
partnership interest or $732 for each $1,000 invested in the Partnership
(excluding escrowed proceeds). After the closing of the sale of the Systems
and the distribution of the net sale proceeds therefrom, including the
amounts, if any, remaining after November 15, 1999 in the indemnity escrow
account, the Partnership will be liquidated and dissolved, most
likely in the fourth quarter of 1999.
The Offer Price represents the price at which the Purchaser is willing
to purchase Units. No independent person has been retained to evaluate or
render any opinion with respect to the fairness of the Offer Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as
to such fairness.
Other measures of the value of the Units may be relevant to Unitholders.
Unitholders are urged to consider carefully all of
the information contained herein and consult with their own advisors, tax,
financial or otherwise, in evaluating the terms of the Offer before deciding
whether to tender Units.
General Background Information
Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Partnership or the General Partner,
has been derived from information provided in reports filed by the
Partnership with the Securities and Exchange Commission. The Purchaser
expressly disclaims any responsibility for the information included in these
filed reports and extracted in this discussion.
According to publicly available information as of October 15, 1998,
there were 213,174 Units issued and outstanding, held by approximately 10,798
Unitholders. Certain affiliates of the Purchaser currently beneficially own
an aggregate of 10,455 Units or approximately 4.9% of the outstanding Units
(See Section 12 of the Tender Offer-"Certain Information Concerning the
Purchaser"
below).
Tendering Unitholders will not be obligated to pay brokerage fees or
commissions on the sale of the Units to the Purchaser pursuant to the Offer.
The Purchaser will pay all charges and expenses incurred in connection with
the Offer with the exception of the $50.00 transfer fee that will be paid by
the
Unitholder via a reduction in the proceeds from the sale of the Units. The
Purchaser desires to purchase all of the Units tendered by each Unitholder,
up to 9.9% of the total outstanding Units and subject to Proration, when
applicable, except where otherwise prohibited. (See Section 4 to the Tender
Offer-"Proration" below).
If, prior to the Expiration Date, the Purchaser increases the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration will be paid with respect to all Units that are purchased
pursuant to the Offer, whether or not such Units were tendered prior to such
increase in consideration.
Unitholders are urged to read this Offer to Purchase and the
accompanying Agreement of Assignment and Transfer carefully before deciding
whether to tender their Units.
TENDER OFFER
Section 1. Terms of the Offer.
Upon the terms and subject to the conditions of the Offer, the
Purchaser will accept for payment and pay for Units validly tendered on or
prior to the Expiration Date and not withdrawn in accordance with Section 5
of this Offer to Purchase. The term "Expiration Date" shall mean 5:00 p.m.,
Eastern Standard Time, on
December 4, 1998, unless and until the Purchaser shall have extended the
period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchaser, shall expire.
The Offer is conditioned on satisfaction of certain conditions. (See
Section 14, which sets forth in full the conditions of the Offer.) The
Purchaser reserves the right (but shall not be obligated), in its sole
discretion and for any reason, to waive any or all of such conditions. If,
by the Expiration Date, any or all of such conditions have not been satisfied
or waived, the Purchaser reserves the right (but shall not be obligated) to
(i) decline to purchase any of the Units tendered, terminate the Offer and
return all tendered Units to tendering Unitholders, (ii) waive all the
unsatisfied conditions and, subject to complying with the applicable rules
and regulations of the Commission, purchase all Units validly tendered, (iii)
extend the Offer and, subject to the right of Unitholders to withdraw Units
until the Expiration Date, retain the Units that have been tendered during
the period or periods for which the Offer is extended or (iv) amend the
Offer.
Section 2. Procedures for Tendering Units.
Valid Tender. For Units to be validly tendered pursuant to the Offer, a
properly completed and duly executed Agreement of Assignment and Transfer (a
copy of which is enclosed and printed on yellow paper) with any other
documents required by the Agreement of Assignment and Transfer, or
instructions thereto, must be received by the Purchaser in care of its
Transfer Agent at its address, Madison Liquidity Investors 104, LLC c/o
Gemisys Tender Services, 7103 South Revere Parkway, Englewood, Colorado
80112 on or prior to the Expiration Date. A Unitholder may tender any or all
Units owned by such Unitholder.
In order for a tendering Unitholder to participate in the Offer, the
Unitholder must complete, in its entirety, the following documents that
accompany this Offer to Purchase:
(1) The Agreement of Assignment and Transfer; and
(2) Any other applicable documents included herewith or in the Instructions
to Complete the Agreement of Assignment and Transfer.
In order for a tendering Unitholder to participate in the Offer, Units
must be validly tendered and not withdrawn prior to the Expiration Date,
which is 5:00 p.m., Eastern Standard Time, on December 4, 1998, or such date
to which the Offer may be
extended.
The method of delivery of the Agreement of Assignment and Transfer and
all other required documents is at the option and risk of the tendering
Unitholder and delivery will be deemed made only when actually received by
the Transfer Agent.
Backup Federal Income Tax Withholding. To prevent the possible application
of 31% backup federal income tax withholding with respect to payment of the
Offer Price for Units purchased pursuant to the Offer, a tendering Unitholder
must provide the Transfer Agent with such Unitholder's correct taxpayer
identification number ("TIN") or Social Security Number and make certain
certifications that such Unitholder is not subject to
backup federal income tax withholding. Each tendering Unitholder must insert
in the Agreement of Assignment and Transfer the
Unitholder's taxpayer identification number or social security number in the
space provided on the signature page to the Agreement of Assignment and
Transfer. The Agreement of Assignment and Transfer also includes a
substitute Form W-9, which contains the certifications referred to above.
(See the Instructions to the Agreement of Assignment and Transfer and the
accompanying Tax Certification page).
FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the sum of the Offer Price plus the amount of
Partnership liabilities allocable to each Unit tendered, each Unitholder must
complete the FIRPTA Affidavit included in the Agreement of Assignment and
Transfer certifying such Unitholder's TIN or Social Security Number and
address and that the Unitholder is not a foreign person. (See the
Instructions to the Agreement of Assignment and Transfer and Section 7-
"Certain Federal Income Tax Consequences").
Other Requirements. By executing an Agreement of Assignment and Transfer
as set forth above, a tendering Unitholder irrevocably appoints the designees
of the Purchaser as such Unitholder's proxy, in the manner set forth in the
Agreement of Assignment and Transfer, each with full power of substitution,
to the full extent of such Unitholder's rights with respect to the Units
tendered by such Unitholder and accepted for payment by the Purchaser. Such
appointment will be effective when, and only to
the extent that, the Purchaser accepts such Units for payment and has
received confirmation from the General Partner that the Units have been
transferred. Upon such acceptance for payment and confirmation from the
General Partner of the transfer, all prior proxies given by such Unitholder
with respect to such Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
designees of the Purchaser will, with respect to such Units, be empowered to
exercise all voting and other rights of such Unitholder as they in their sole
discretion may deem proper at any meeting of
Unitholders, by written consent or otherwise. In addition, by executing an
Agreement of Assignment and Transfer, and not
otherwise timely withdrawing pursuant to the provisions of Section 5 herein,
a Unitholder also assigns to the Purchaser all
of the Unitholder's rights to receive distributions from the Partnership with
respect to the Units which are accepted for payment and purchased pursuant to
the Offer, including those cash distributions made on or after the Offer
Date-November 5, 1998.
Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Units pursuant to the
procedures described above will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. The Purchaser
reserves the absolute right to reject any or all tenders if not in proper
form or if the acceptance of, or payment for, the Units tendered may, in the
opinion of the Purchaser's counsel, be unlawful. The
Purchaser also reserves the right to waive any defect or irregularity in any
tender with respect to any particular Units of any particular Unitholder, and
the Purchaser's interpretation of the terms and conditions of the Offer
(including the Agreement of Assignment and Transfer and the Instructions
thereto) will be final and binding. Neither the Purchaser, the Transfer
Agent, nor any other person will be under any duty to give notification of
any defects or irregularities in the tender of any Units or will incur any
liability for failure to give any such notification.
A tender of Units pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Unitholder and the
Purchaser upon the terms and subject to the conditions of the Offer,
including the tendering Unitholder's representation and warranty that (i)
such Unitholder owns the Units being tendered within the meaning of Rule 14e-
4 under the Exchange Act and (ii) the tender of such Units complies with Rule
14e-4. Rule 14e-4 requires, in general, that a tendering security holder
will actually be able to deliver the security subject to the tender offer,
and is of concern particularly to any Unitholders who have granted options to
sell or purchase the Units, hold option rights to acquire such securities,
maintain "short" positions in the Units (i.e., have
borrowed the Units) or have loaned the Units to a short seller. Because of
the nature of limited partnership interests, the
Purchaser believes it is unlikely that any option trading or short selling
activity exists with respect to the Units. In any event, a Unitholder will
be deemed to tender Units in compliance with Rule 14e-4 and the Offer if the
holder is the record owner of the Units and the holder (i) delivers the Units
pursuant to the terms of the Offer, (ii) causes such delivery to be made,
(iii) guarantees such delivery, (iv) causes a guaranty of such delivery, or
(v) uses any other method permitted in the Offer (such as a facsimile
delivery of the Agreement of Assignment and Transfer).
Section 3. Acceptance for Payment and Payment for Units.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any
extension or amendment), the Purchaser will accept for payment, and will pay
for, Units validly tendered and not withdrawn in accordance with Section 5,
as promptly as practicable following the Expiration Date. The tendering
Unitholders will be paid promptly following (i) receipt of a valid, properly
and fully executed Agreement of Assignment
and Transfer and (ii) receipt by the Purchaser of the Partnership's
confirmation that the transfer of Units have been
effectuated, subject to Section 4 ("Proration") of this Offer to Purchase.
The Transfer Agent will issue payment only to the
Unitholder of record and payment will be forwarded only to the address listed
on the Agreement of Assignment and Transfer.
For purposes of the Offer, the Purchaser shall be deemed to have been
accepted for payment (and thereby purchased) tendered Units when the
Purchaser is in receipt of the Partnership's confirmation that the transfer
of Units has been effectuated. Upon the terms and subject to the conditions
of the Offer, payment for the Units purchased pursuant to the Offer will in
all cases be made by the Transfer Agent. Under no circumstances will interest
be paid on the Offer Price by reason of any delay in
making such payment. If any tendered Units are not purchased for any reason,
the Agreement of Assignment and Transfer with respect to such Units not
purchased will be of no force or effect. If, for any reason whatsoever,
acceptance for payment of, or payment for, any Units tendered pursuant to the
Offer is delayed or the Purchaser is unable to accept for payment, purchase
or pay for the Units tendered pursuant to the Offer, then without prejudice
to the Purchaser's rights under Section 14 (but subject to compliance with
Rule 14e-1(c) under the Exchange Act), the Transfer Agent may, nevertheless,
on behalf of the Purchaser, retain tendered Units, subject to any limitations
of applicable law, and such Units may not be withdrawn except to the extent
that the tendering Unitholders are entitled to withdrawal rights as described
in Section 5.
If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to
the Offer, whether or not such Units were tendered prior to such increase.
Unless otherwise prohibited, the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, the right to
purchase Units tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the Offer
or prejudice the rights of tendering Unitholders to receive payment for Units
validly tendered and accepted for payment pursuant to the Offer.
Section 4. Proration.
If not more than 21,104 Units are validly tendered and not properly
withdrawn prior to the Expiration Date, the Purchaser, upon the terms and
subject to the conditions of the Offer, will accept for payment all such
Units so tendered.
If more than 21,104 Units are validly tendered and not properly
withdrawn on or prior to the Expiration Date, the Purchaser, upon the terms
and subject to the conditions of the Offer, will accept for payment and pay
for an aggregate of 21,104 Units so tendered, pro rata according to the
number of Units validly tendered by each Limited Partner and not properly
withdrawn on or prior to the Expiration Date, on a pro rata basis, with
appropriate adjustments to avoid tenders of
fractional Units and purchases that may otherwise violate the Partnership's
Limited Partnership Agreement, where applicable.
In the event that proration is required, the Purchaser will determine
the precise number of Units to be accepted and will forward payment together
with a notice explaining the final results of the proration as soon as
practicable. The Purchaser will not pay for any Units tendered until after
the final proration factor has been determined.
Section 5. Withdrawal Rights.
Except as otherwise provided in this Section 5, all tenders of Units
pursuant to the Offer are irrevocable, provided that Units tendered pursuant
to the Offer may be withdrawn at any time prior to the Expiration Date.
For withdrawal to be effective, a written notice of withdrawal must be
timely received by the Transfer Agent (i.e. a valid notice of withdrawal must
be received after November 5, 1998 but on or before December 4, 1998 or such
other date to which this Offer may be extended) at the address set forth in
the attached Agreement of Assignment and Transfer. Any such notice of
withdrawal must specify the name of the person who tendered the Units to be
withdrawn and must be signed by the person(s)
who signed the Agreement of Assignment and Transfer in the same
manner as the Agreement of Assignment and Transfer was signed, and if the
original Agreement of Assignment and Transfer was executed with a Medallion
Signature Guarantee, the notice of withdrawal must also contain a Medallion
Signature Guarantee.
If purchase of, or payment for, Units is delayed for any reason, or if
the Purchaser is unable to purchase or pay for Units for any reason, then,
without prejudice to the Purchaser's rights under the Offer, tendered Units
may be retained by the Transfer Agent on behalf of the Purchaser and may not
be withdrawn except to the extent that tendering Unitholders are entitled to
withdrawal rights as set forth in this Section 5, subject to Rule 14e-1(c)
under the Exchange Act, which provides,
in part, that no person who makes a tender offer shall fail to pay the
consideration offered or return the securities (i.e.
Units) deposited by or on behalf of security holders promptly after the
termination or withdrawal of the tender offer.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. Neither the
Purchaser, the Transfer Agent, nor any other person will be under any duty to
give notification of any defects or irregularities in any notice of
withdrawal or will incur any liability for failure to give any such
notification.
Any Units properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 2 at any time prior to the
Expiration Date.
Section 6. Extension of Tender Period; Termination; Amendment.
The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time, (i) to extend the period of time during which
the Offer is open and thereby delay acceptance for payment of, and the
payment for, validly tendered Units, (ii) upon the occurrence or failure to
occur of any of the
conditions specified in Section 14, to delay the acceptance for payment of,
or payment for, any Units not heretofore accepted for
payment or paid for, or to terminate the Offer and not accept for payment any
Units not theretofore accepted for payment or paid
for, by giving written notice, of such termination to the Transfer Agent, and
(iii) to amend the Offer in any respect (including, without limitation, by
increasing or decreasing the
consideration offered or the number of Units being sought in the Offer or
both or changing the type of consideration) by giving
written notice of such amendment to the Transfer Agent. Any extension,
termination or amendment will be followed as promptly as practicable by
public announcement, the announcement in the case of an extension to be
issued no later than 9:00 a.m., Eastern Standard Time, on the next business
day after the previously scheduled Expiration Date, in accordance with the
public announcement requirement of Rule 14d-4(c) under the Exchange Act.
Without limiting the manner in which the Purchaser
may choose to make any public announcement, except as provided by
applicable law (including Rule 14d-4(c) under the Exchange Act), the
Purchaser will have no obligation to publish, advertise
or otherwise communicate any such public announcement, other than by issuing
a release to the Dow Jones News Service. The Purchaser may also be required
by applicable law to disseminate to Unitholders certain information
concerning the extensions of the Offer or any other material changes in the
terms of the Offer.
If the Purchaser extends the Offer, or if the Purchaser (whether before
or after its acceptance for payment of Units) is delayed in its payment for
Units or is unable to pay for Units pursuant to the Offer for any reason,
then, without prejudice to the Purchaser's rights under the Offer, the
Transfer Agent may retain tendered Units on behalf of the Purchaser, and such
Units may not be withdrawn except to the extent tendering Unitholders are
entitled to withdrawal rights as described in Section 5. However, the ability
of the Purchaser to delay payment for Units
that the Purchaser has accepted for payment is limited by Rule 14e-1 under
the Exchange Act, which requires that the Purchaser pay the consideration
offered or return the securities deposited by or on behalf of holders of
securities promptly after the termination or withdrawal of the Offer.
If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waives a material condition of the
Offer, the Purchaser will extend the Offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The minimum period
during which an offer must remain open following a material change in the
terms of the Offer or information concerning the Offer, other than a
change in price or a change in percentage of securities sought, will depend
upon the facts and circumstances, including the
relative materiality of the change in the terms or information. With respect
to a change in price or a change in percentage of
securities sought (other than an increase of not more than 2% of the
securities sought), however, a minimum ten business day period is generally
required to allow for adequate dissemination to security holders and for
investor response. As used in this Offer to Purchase, "business day" means
any day other than a Saturday, Sunday or a federal holiday, and consists of
the time period from 12:01 a.m. through 12:00 midnight, Eastern Standard
Time.
Section 7. Certain Federal Income Tax Consequences.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN
FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF
TAXATION THAT MAY BE RELEVANT TO A PARTICULAR UNITHOLDER. For example, this
discussion does not address the effect of any applicable foreign, state,
local or other tax laws other than federal income tax laws. Certain
Unitholders (including trusts, foreign persons, tax-exempt organizations or
corporations subject to special rules, such as life insurance companies or "S
Corporations") may be subject to special rules not discussed below. This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"I.R.C." or "Code"), existing regulations, court decisions and Internal
Revenue Service ("IRS") rulings and other pronouncements. EACH UNITHOLDER
TENDERING UNITS SHOULD CONSULT SUCH UNITHOLDER'S OWN
TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF
ACCEPTING THE OFFER, INCLUDING THE APPLICATION OF THE ALTERNATIVE MINIMUM AND
FEDERAL, FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.
The following discussion is based on the assumption that the
Partnership is treated as a partnership for federal income tax purposes and
is not a "publicly traded partnership" as that term is defined in the Code.
Gain or Loss. A taxable Unitholder will recognize a gain or loss on the sale
of such Unitholder's Units in an amount equal to the difference between (i)
the amount realized by such Unitholder on the sale and (ii) such Unitholder's
adjusted tax basis in the Units sold. The amount realized by a Unitholder
will include the
Unitholder's share of the Partnership's liabilities, if any (as determined
under I.R.C. 752 and the regulations thereunder). If the Unitholder is a
corporation and reports a loss on the sale, such loss generally could not be
currently deducted by such Unitholder except against such Unitholder's
capital gains from such other investments. If the Unitholder is an
individual and reports a loss on the sale, such loss generally could not be
deducted by such Unitholder except against such Unitholder's capital gains
from such other investments and up to $3,000 in the aggregate against
ordinary income. Assuming the activities engaged in by the Partnership
constitute passive activities as defined in I.R.C. 469, such loss would be
treated as a passive activity loss. (See "Suspended 'Passive Activity
Losses'" below.)
The adjusted tax basis in the Units of a Unitholder will depend upon
individual circumstances. (See also "Partnership Allocations in Year of
Sale" below.) Each Unitholder who plans to tender hereunder should consult
with the Unitholder's own tax advisor as to the Unitholder's adjusted tax
basis in the Unitholder's Units and the resulting tax consequences of a sale.
If any portion of the amount realized by a Unitholder is attributable
to such Unitholder's share of "unrealized receivables" or "substantially
appreciated inventory
items" as defined in I.R.C. 751, a corresponding portion of such
Unitholder's gain or loss will be treated as ordinary gain or loss. It is
possible that the basis allocation rules of I.R.C. 751 may result in a
Unitholder's recognizing ordinary income with respect to the portion of the
Unitholder's amount realized on the
sale of a Unit that is attributable to such items while recognizing a capital
loss with respect to the remainder of the Unit.
A tax-exempt Unitholder (other than an organization described in I.R.C.
501(c)(7) (social club), 501(c)(9) (voluntary employee benefit association),
501(c)(17) (supplementary unemployment benefit trust), or 501(c)(20)
(qualified group legal services plan)) should not be required to recognize
unrelated trade or business income upon the sale of its Units pursuant to the
Offer, assuming that such Unitholder does not hold its Units as a "dealer"
and has not acquired such Units with debt financed proceeds.
Partnership Allocations in Year of Sale. A tendering Unitholder will be
allocated the Unitholder's pro rata share of the annual taxable income and
losses from the Partnership, in accordance with the terms and conditions of
the Partnership Agreement, with respect to the Units sold for the period
through the date of sale, even though such Unitholder will assign to the
Purchaser his, her or its rights to receive certain cash distributions with
respect to such Units. Such allocations and any Partnership
distributions for such period would affect a Unitholder's adjusted tax basis
in the tendered Units and, therefore, the amount of gain or loss recognized
by the Unitholder on the sale of the Units.
Possible Tax Termination. The Code provides that if 50% or more of the
capital and profits interests in a partnership are sold or exchanged within a
single 12-month period, such partnership generally will terminate for federal
income tax purposes. It is possible that the Partnership could terminate for
federal income tax purposes as a result of consummation of the Offer. If so,
the Partnership will be treated as having made a liquidating
distribution of an undivided interest in all of its assets to the
Unitholders, in proportion to their respective interests in the
Partnership's properties, the partners of the Partnership after consummation
of the Offer (i.e., the non-tendering Unitholders and the Purchaser) would be
treated as having recontributed their interests in Partnership assets to a
new Partnership, and the capital accounts of all partners would be restated.
A Unitholder would recognize gain on the liquidating distribution only to the
extent that the amount of cash deemed distributed to the Unitholder exceeded
the Unitholder's basis in the Units. Depending on the Unitholders' basis in
their Units and the Partnership's tax basis in its property, a tax
termination could affect, perhaps adversely, the amount of depreciation
deductions reported by the Partnership for the period following the date of
such termination. A tax termination of the Partnership also could have the
adverse effect on Unitholders whose tax year is not the calendar year, of the
inclusion of more than one year
of Partnership tax items in one tax return of such Unitholders, resulting in
a "bunching" of income or deductions. In
addition, a tax termination could have the adverse effect on non-tendering
Unitholders who subsequently dispose of their Units at a gain of requiring
them to treat a greater portion of such gain as ordinary income (due to the
application of I.R.C. 735) than would otherwise be required absent a tax
termination of the Partnership.
Suspended "Passive Activity Losses". A Unitholder who sells all of the
Unitholder's Units would be able to deduct "suspended" passive activity
losses from the Partnership, if any, in the year of sale free of the passive
activity loss limitation. If it is determined that the Partnership is
engaged in activities that are
defined by I.R.C. 469 as "passive activities", the ability of a Unitholder,
as a limited partner of the Partnership, who or which is subject to the
passive activity loss rules, to claim tax losses from the Partnership is
limited. Upon sale of all of the Unitholder's Units, such Unitholder would
be able to use any
"suspended" passive activity losses first against gain, if any, on sale of
the Unitholder's Units and then against any other net
income or gain from all other passive activities and then against any non-
passive income.
Foreign Unitholders. Gain realized by a foreign Unitholder on a sale of a
Unit pursuant to the Offer will be subject to federal income tax. Under
I.R.C. 1445, the transferee of a partnership interest held by a foreign
person is generally required to deduct and withhold a tax equal to 10% of the
amount realized on the disposition. The Purchaser will withhold 10% of the
amount realized by a tendering Unitholder from the purchase price payment to
be made to such Unitholder unless the Unitholder properly completes and signs
the FIRPTA Affidavit included as part of the Tax Certification certifying the
Unitholder's TIN,
that such Unitholder is not a foreign person and the Unitholder's address.
Amounts withheld would be creditable against a foreign Unitholder's federal
income tax liability and, if in excess thereof, a refund could be obtained
from the Internal Revenue
Service by filing a U.S. income tax return.
Section 8. Effects of the Offer.
Effect on Trading Market. There is no established public trading market for
the Units and, therefore, a reduction in the number of Unitholders should not
materially further restrict the Unitholders' ability to find Purchasers for
their Units on any secondary market.
Voting Power of Purchaser. Depending on the number of Units acquired by the
Purchaser pursuant to the Offer, the Purchaser may have the ability to exert
certain influence on matters subject to the vote of Unitholders, unless
otherwise prohibited.
The Units are registered under the Exchange Act, which requires, among
other things that the Partnership furnish certain information to its
Unitholders and to the Commission and comply with the Commission's proxy
rules in connection with meetings of, and solicitation of consents from,
Unitholders.
Section 9. Future Plans.
Following the completion of the Offer, the Purchaser, or its
affiliates, may acquire additional Units. Any such acquisitions may be made
through private purchases, one or more future tender offers or by any other
means deemed advisable or appropriate. Any such acquisitions may be at a
consideration higher or lower than the consideration to be paid for the Units
purchased pursuant to the Offer.
The Purchaser is acquiring the Units pursuant to the Offer solely for
investment purposes. Although the Purchaser has no present intention to seek
control of the Partnership or to change the management or operations of the
Partnership, the Purchaser reserves the right, at an appropriate time, to
exercise its rights as a limited partner, unless otherwise prohibited, to
vote on matters subject to a limited partner vote, including a vote to cause
the sale of the Partnership's remaining property and the
liquidation and dissolution of the Partnership.
Section 10. The Business of the Partnership.
Information included herein concerning the Partnership is derived
exclusively from the Partnership's publicly-filed reports. Cable TV Fund 15-
A, Ltd.. (the "Partnership") is a Colorado limited partnership that was
formed in February 1989 to acquire, develop, own and operate cable television
systems in the United States. Jones Intercable, Inc., a Colorado
corporation, is the general partner (the "General Partner" or "Jones") of the
Partnership. Jones is a Colorado corporation engaged in the business of
owning and operating cable television systems.
Its principal offices are located at 9697 East Mineral Avenue, Englewood, CO
80112. Its telephone number at that address is (303) 792-3111.
The Partnership was formed to acquire and operate cable television
systems. The Partnership owns the cable television systems serving the
communities of Barrington, Lake Barrington, Deer Park, Long Grove, Elgin,
South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills
and certain
unincorporated areas of Cook, Kane and Lake Counties, all in the State of
Illinois (the "Barrington System") and the cable television system serving
the communities of Flossmoor, La Grange, La Grange Park, Riverside,
Indianhead Park, Hazel Crest,
Thornton, Lansing, Matteson, Richton Park, University Park, Crete, Olympia
Fields, Western Springs and certain unincorporated areas of Will and Cook
Counties, all in the State of Illinois (the "South Suburban System")
(collectively, the "Systems"). The
Partnership has announced the proposed sale of its remaining cable systems
and its intention to liquidate by the end of 1999. Except as otherwise
described in the Introduction to the Tender
Offer-"Establishment of the Offer Price", it is anticipated that there will
be no further distributions to the limited partners other than from any
amounts remaining after liquidation of indemnity escrow accounts established
in conjunction with the proposed sales of the remaining cable systems.
Jones Intercable, Inc., a publicly-held Colorado corporation, is the
"General Partner" and manages the Partnership. The General Partner is not
affiliated with the
Purchaser. Additional information concerning the Partnership, its assets,
operations and management is contained in its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q and other filings with the Securities and
Exchange Commission. Such reports and filings are available on the
Commission's EDGAR system, at its internet website at www.sec.gov, and are
available for inspection at the Commission's principal office in Washington,
D.C. and at its regional offices in New York, New York and Chicago, Illinois.
The Purchaser expressly disclaims any responsibility for the information
included in such reports and extracted in this discussion.
For additional information, please see the discussion above under
Introduction- "Establishment of the Offer Price."
Selected Financial Data. Set forth below is a summary of certain financial
data for the Partnership which has been excerpted from the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997. The
financial information set forth below is qualified in its entirety by
reference to such reports and
documents filed with the Securities and Exchange Commission and the financial
statements and related notes contained therein. The
Purchaser expressly disclaims any responsibility for the information
contained in these filed reports and extracted in
this discussion.
The following table sets forth in comparative tabular form a summary of
selected financial data for each of the Partnership's last five full years:
Years Ended December 31
(In Dollars, Except per Unit
Amounts)
1997 1996
1995 1994 1993
Revenues 39,787,908 37,280,733
34,255,349 31,086,361 30,139,742
Depreciation and Amortization 12,540,147
21,329,239 22,133,502 22,409,936
21,921,234
Operating Income (Loss) (1,030,257)
(9,326,188) (11,617,788) (12,760,453) (11,405,328)
Net Income (Loss) (5,167,478) (16,193,666)
(18,258,258) (17,968,299) (16,147,302)
Net Income (Loss) per Limited (24.00)
(75.20) (84.79) (83.45)
(74.99)
Partnership Unit
Weighted Average Number of Limited 213,174
213,174 213,174 213,174
213,174
Partnership Units Outstanding
General Partner's Deficit (1,216,204)
(1,164,529) (1,002,592) (820,009)
(640,326)
Limited Partners' Capital (Deficit) (28,540,620)
(23,424,817) (7,393,088) 10,682,587
28,471,203
Total Assets 55,853,938 61,956,101
77,127,809 92,800,087 108,708,332
Debt 83,284,060 83,824,072
78,818,284 70,287,693 70,694,251
General Partner Advances 429,811
430,624 4,782,507 10,952,538 8,630,540
Section 11. Conflicts of Interest.
It is the Purchaser's belief that other than the 10,455 Units currently
held by an affiliate or affiliates of the Purchaser, as a limited partner(s),
there is no conflict of interest between the Purchaser and the Partnership,
the General
Partner or the Transfer Agent.
Section 12. Certain Information Concerning the Purchaser.
The Purchaser is Madison Liquidity Investors 104, LLC, a limited
liability company organized under the laws of the State of Delaware. For
information concerning the Purchaser and its principals, please refer to
Schedule "I" attached hereto. The principal business of the Purchaser is
investment in securities,
particularly limited partnership securities. The principal business address
of the Purchaser is P.O. Box 7461, Incline Village, Nevada 89452.
The Purchaser has made binding commitments to contribute and has
available sufficient amounts of liquid capital necessary to fund the
acquisition of all Units subject to the Offer, the expenses to be incurred in
connection with the Offer, and all other anticipated costs of the Purchaser.
The Purchaser is not a
public company and has not prepared audited financial statements. The
Purchaser, its principals, owners and members have an aggregate net worth in
excess of $5 million, including net liquid
assets of more than $1 million.
As of October 15, 1998, Madison Partnership Liquidity Investors XIII,
LLC, an affiliate of the Purchaser, owned a total of 10,455 Units, or
approximately 4.9% of the outstanding Units of the Partnership. These Units
were acquired during 1997 and 1998 at prices ranging from $180.00 per Unit to
$195.00 per Unit.
In consideration of the limited and inefficient nature of the market for the
Units, the Purchaser does not believe that the
prices paid for previously acquired Units should be relied upon as a complete
and accurate representation as to the current fair
market value of the Units.
Except as otherwise set forth herein, (i) neither the Purchaser nor, to
the best knowledge of the Purchaser, the persons listed on Schedule "I" nor
any affiliate of the
Purchaser, beneficially owns or has a right to acquire any Units, (ii)
neither the Purchaser nor, to the best knowledge of the Purchaser, the
persons listed on Schedule "I" nor any affiliate of the Purchaser, or any
director, executive officer or subsidiary of any of the foregoing has
effected any transaction in the Units within the past 60 days, (iii) except
as set forth in Section 15 of this Offer to Purchase ("Certain Legal
Matters"), neither the Purchaser nor, to the best knowledge of the Purchaser,
the persons listed on Schedule "I" nor any affiliate of the Purchaser have
any contract, arrangement, understanding or relationship with any other
person with respect to any securities of the Partnership, including but not
limited to, contracts, arrangements, understandings or relationships
concerning the transfer or voting thereof, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or
the giving or withholding of proxies,
consents or authorizations, (iv) there have been no transactions or business
relationships which would be required to be disclosed
under the rules and regulations of the Commission between the Purchaser or,
to the best knowledge of the Purchaser, the persons listed on Schedule "I",
or any affiliate of the Purchaser on the one hand, and the Partnership or its
affiliates, on the other hand, and (v) there have been no contracts,
negotiations or transactions between the Purchaser, or to the best knowledge
of the Purchaser any affiliate of the Purchaser on the one hand, the
persons listed on Schedule "I", and the Partnership or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer
or other acquisition of securities, an election of directors or a sale or
other transfer of a material amount of assets.
Section 13. Source of Funds.
The Purchaser expects that approximately $5,276,000.00 would be
required to purchase up to the 21,104 Unit maximum of the outstanding Units,
if tendered, and an additional $180,000.00 may be required to pay related
fees and expenses. The Purchaser anticipates funding all of the purchase
price and related expenses through existing equity sources and/or borrowing
facilities. It is expected that the Purchaser will obtain its funding from
its Member, Madison/OHI Liquidity Investors, LLC
("OHI"), which in turn has represented that it intends to utilize
its existing capital sources. The Offer is not contingent on obtaining
financing.
Section 14. Conditions of the Offer.
Notwithstanding any other terms of the Offer, the Purchaser shall not
be required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed,
occurred or been obtained on or before the Expiration Date.
The Purchaser shall not be required to accept for payment or pay for
any Units not theretofore accepted for payment or paid for and may terminate
or amend the Offer as to such Units if, at any time on or after the date of
the Offer and before the Expiration Date, any of the following conditions
exits:
(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have
been issued and shall remain in effect which (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the
Offer or the acceptance for payment of or payment for any Units by the
Purchaser, (ii) imposes or confirms limitations on the ability of the
Purchaser
effectively to exercise full rights of ownership of any Units, including,
without limitation, the right to vote any Units acquired by the Purchaser
pursuant to the Offer or otherwise on
all matters properly presented to the Partnership's Unitholders, (iii)
requires divestiture by the Purchaser of any Units, (iv)
causes any material diminution of the benefits to be derived by the Purchaser
as a result of the transactions contemplated by the
Offer or (v) might materially adversely affect the business, properties,
assets, liabilities, financial condition, tax status, operations, results of
operations or prospects of the Purchaser or the Partnership;
(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer by any federal or state court, government or
governmental authority or agency, other than the application of the waiting
period provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, which might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, tax status, operations, results of operations or
prospects of the Partnership, which, in the reasonable judgment of the
Purchaser, is or may be materially adverse to the Partnership, or the
Purchaser shall have become aware of any fact that, in the reasonable
judgment of the Purchaser, does or may have a material adverse effect on the
value of the Units;
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration of
a banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or
other event which might affect, the extension of credit by lending
institutions or result in any imposition of currency
controls in the United States, (iv) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States, (v) a material change in United
States or other currency exchange rates or a suspension of a limitation on
the markets thereof, or
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer a material acceleration or worsening thereof;
(e) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that (i) more than fifty percent of the outstanding Units
have been or are proposed to be acquired by another person (including a
"group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii)
any person or group that
prior to such date had filed a Statement with the Commission pursuant to
Section 13(d) or (g) of the Exchange Act has increased or proposes to
increase the number of Units beneficially owned by such person or group as
disclosed in such
Statement by two percent or more of the outstanding Units; or
(f) any developments that would substantially impair or encumber those
benefits that the Purchaser is attempting to achieve in this tender offer.
The foregoing conditions are for the sole benefit of the Purchaser and may be
asserted by the Purchaser regardless of the circumstances giving rise to such
conditions or may be waived by the Purchaser in whole or in part at any time
and from time to time in its sole discretion. Any termination by the
Purchaser
concerning the events described above will be final and binding upon all
parties.
Section 15. Certain Legal Matters.
General. Except as set forth in this Section 15, the Purchaser is not aware
of any filings, approvals or other actions by any domestic or foreign
governmental or administrative agency that would be required prior to the
acquisition of Units by the Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is the Purchaser's present intention
that such additional approval or action would be sought. While there is no
present intent to delay the purchase of Units tendered pursuant to the Offer
pending receipt of any such additional approval or the taking of any such
action, there can be no assurance that any such additional approval or
action, if needed, would be obtained without substantial conditions or that
adverse consequences might not result to the Partnership's
business, or that certain parts of the Partnership's business might not have
to be disposed of or held separate or other substantial conditions complied
with in order to obtain such
approval or action, any of which could cause the Purchaser to elect to
terminate the Offer without purchasing Units thereunder. The Purchaser's
obligation to purchase and pay for Units is subject to certain conditions,
including conditions related
to the legal matters discussed in this Section 15.
An affiliate of the Purchaser is currently a party to an Agreement with the
General Partner dated as of December 10, 1996 (the "Agreement"). While the
validity, terms and conditions, and applicability of the Agreement are
subject to the interpretation of the courts of appropriate jurisdiction, the
Purchaser does not believe that the terms of this Agreement will prevent the
Purchaser from accepting any of the Units validly tendered in
accordance with the terms and conditions of this Offer.
The Agreement was originally entered into in connection with a request for
the production of a list of Partnership Unitholders to facilitate the making
of a limited tender offer not subject to the regulations under Section 14(d)
or the Exchange Act. Among other things, the Agreement requires the
Purchaser's affiliate, and other affiliates, to vote all of its interests in
the Partnership in the same manner as the majority of all other limited
partners who vote on any proposal or issue submitted to a vote of the limited
partners, for a period of two years. The Agreement also limits, for a period
of two years, the
Purchaser's affiliate, and other affiliates, under certain circumstances,
from requesting the transfer of interests in the Partnership in any tax year
of the Partnership if such transfers,
together with all other transfers made during such tax year, would cause
transfers of interests in the Partnership to exceed a certain 5% safe harbor
limit promulgated by the Internal Revenue Service. The Purchaser believes
that the Agreement is not applicable to this Offer to Purchase; that even if
the Agreement
were applicable to this Offer to Purchase, the safe harbor limit would not
apply to this Offer to Purchase; and that even if such limit were applicable,
it is unlikely that the application of such limit would cause a significant
delay in the Partnership's confirmation that transfers of Units have been
effectuated pursuant to this Offer to Purchase.
Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the
acquisition of Units pursuant to the Offer.
Margin Requirements. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, such regulations are not applicable to the Offer.
State Takeover Laws. A number of states have adopted anti-takeover laws
which purport, to various degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which
have substantial assets, security holders, principal executive offices or
principal places of business therein. These laws are directed at the
acquisition of corporations and not partnerships. The Purchaser, therefore,
does not believe that any anti-takeover laws apply to the
transactions contemplated by the Offer.
Although the Purchaser has not attempted to comply with any state anti-
takeover statutes in connection with the Offer, the Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to the Offer, the Purchaser might be
unable to accept for payment or purchase Units tendered pursuant to the Offer
or be delayed in continuing or consummating the Offer. In such case, the
Purchaser may not be obligated to
accept for purchase or pay for any Units tendered.
Section 16. Fees and Expenses.
The Purchaser has retained Gemisys Tender Services, to act as the
Purchaser's Transfer Agent. The Purchaser will pay Gemisys reasonable and
customary compensation for its services in connection with the Offer and will
indemnify Gemisys against certain liabilities and expenses in connection
therewith, including liabilities under the federal securities laws. Except
as otherwise set forth herein, the Purchaser will also pay all costs and
expenses of printing, publication and mailing of the Offer.
Section 17. Miscellaneous.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF) UNITHOLDERS IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF
ANY JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR
THE ACCEPTANCE THEREOF
WOULD BE ILLEGAL.
No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the
Agreement of Assignment and Transfer and, if given or made, such information
or representation must not be relied upon as having been authorized.
November 5, 1998
MADISON LIQUIDITY INVESTORS 104, LLC
SCHEDULE I
THE PURCHASER AND ITS RESPECTIVE PRINCIPALS
The Purchaser is Madison Liquidity Investors 104, LLC. The Member of
the Purchaser is Madison/OHI Liquidity Investors, LLC, an affiliate of The
Madison Avenue Capital Group LLC collectively "Madison"). The names of the
officers of the Purchaser and Madison/OHI Liquidity Investors, LLC and their
principal occupations and five year employment histories are set forth below.
Each individual is a citizen of the United States.
The Madison Avenue Capital Group, LLC is a Delaware limited liability company
founded by Bryan E. Gordon and Ronald M. Dickerman. Madison is an investment
management boutique with a value investing philosophy. Madison invests in
limited partnership units, common stock and other securities issued by
companies which own diversified portfolios of real estate, cable
television systems, transportation and other leased equipment, film
portfolios, LBO/venture investment portfolios and other cash flow producing
assets. Madison and its affiliates have over $270 million in committed
capital. To date, over 45,000 limited partners nationwide in over 250
limited partnerships have sold their units to Madison and its affiliates. The
business address of Madison is P.O. Box 7461, Incline Village, Nevada 89452.
Bryan E. Gordon is a Managing Director of the Purchaser as well as being a
Managing Director of The Madison Avenue Capital Group, LLC. Prior to co-
founding predecessor entities to The Madison Avenue Capital Group, LLC in
January 1995, Mr. Gordon had 13 years of experience in the investment banking
and management consulting fields, with an emphasis on real estate and
corporate finance. Mr. Gordon has extensive experience with equity and
debt financings, mergers and acquisitions, roll-up and formation
transactions, and restructurings of limited partnerships, REITs, corporations
and joint ventures. Mr. Gordon's experience includes: seven years in the
Real Estate and Partnership
Finance Groups at Smith Barney, Inc.; two years in the Investment Banking
Division of Bear, Stearns & Co. Inc.; one year in the Real Estate and
Partnership Finance Group at EF Hutton & Company; and three years in
management consulting with Tillinghast/Towers, Perrin, Foster & Crosby. Mr.
Gordon earned an MBA from Columbia
University's Graduate School of Business and a BSE from the Wharton School of
the University of Pennsylvania.
Ronald M. Dickerman is a Managing Director of the Purchaser as well as being
a Managing Director of The Madison Avenue Capital Group, LLC. Prior to co-
founding predecessor entities to The Madison Avenue Capital Group, LLC in
January 1995, Mr. Dickerman had 14 years of experience in the analysis,
acquisition, financing, management, and disposition of income-producing real
estate. In 1991, Mr. Dickerman founded First Equity Realty Corp,
a real estate investment firm specializing in the acquisition of multi-family
properties from financial institutions, utilizing a value-added approach.
From 1987-1991, Mr. Dickerman was an investment banker in the Partnership
Finance Group of Smith Barney, Harris, Upham & Co., Inc. His
responsibilities included the origination, analysis, structuring,
acquisition, asset management, disposition and marketing of real estate and
other limited partnerships. In this capacity, Mr. Dickerman was responsible
for transactions that raised approximately $525 million for assets with a
value of $2 billion. Mr. Dickerman earned an MBA from Columbia University's
Graduate School of Business and a BA from Tufts University.
Exhibit a(2)
AGREEMENT of ASSIGNMENT and TRANSFER
For Limited Partnership
Interests in
Cable TV Fund 14-A, Ltd.
[Name of Owner of Units]
TAID# [Number]
[Address]
Cable TV Fund 14-A, Ltd.
[Address]
UNITS OWNED: [Number]
[Town], [State] [Zip Code]
Please make any corrections to name/mailing address
in space to the left.
I hereby tender to Madison Liquidity Investors 104,
LLC, a Delaware limited liability company
("Madison"), the above-described limited partnership
interests (the
"Units") in Cable TV Fund 14-A, Ltd., a Colorado
limited partnership (the "Partnership"), for $230.00
per Unit in cash (reduced by the amount of (i) any
transfer
fee payable to the Partnership in respect of the
Units tendered hereby and (ii) any cash distributions
made to me by the Partnership on or after October 30,
1998)
in accordance with the terms and subject to the
conditions of Madison's Offer to Purchase as Exhibit
(a)(1) to Schedule 14D-1 dated October 30, 1998 (the
"Offer
to Purchase") and this Agreement of Assignment and
Transfer (which, together with the Offer to Purchase
and any supplements or amendments, constitutes the
"Offer"). I acknowledge that I have received the
Offer to Purchase. The Offer will remain open until
December 1, 1998, subject to extension at the
discretion of
Madison. It is understood that payment for the Units
tendered hereby will be made by check mailed to me at
the address above promptly after the date of the
Partnership's confirmation that the transfer of the
Units to Madison is effective, subject to Section 4
(Proration) and Section 5 (Withdrawal Rights) of the
Offer
to Purchase. The Offer is subject to Section 14
(Conditions of the Offer) of the Offer to Purchase.
Subject to, and effective upon, acceptance of this
Agreement of Assignment and Transfer and payment for
the Units tendered hereby in accordance with the
terms and subject
to the conditions of the Offer, I hereby sell,
assign, transfer, convey and deliver (the "Transfer")
to Madison, all of my right, title and interest in
and to the Units tendered hereby
and accepted for payment pursuant to the Offer and
any and all non-cash distributions, other Units or
other securities issued or issuable in respect
thereof on or after October
30, 1998, including, without limitation, to the
extent that they exist, all rights in, and claims to,
any Partnership profits and losses, cash
distributions, voting rights and other
benefits of any nature whatsoever distributable or
allocable to the Units under the Partnership's
limited partnership agreement (the "Partnership
Agreement"), (i)
unconditionally to the extent that the rights
appurtenant to the Units may be transferred and
conveyed without the consent of the general partner
of the Partnership (the
"General Partner"), and (ii) in the event that
Madison elects to become a substituted limited
partner of the Partnership, subject to the consent of
the General Partner to the
extent such consent may be required in order for
Madison to become a substituted limited partner of
the Partnership.
It is my intention that Madison, if it so elects,
succeed to my interest as a Substitute Limited
Partner, as defined in the Partnership Agreement, in
my place with
respect to the transferred Units. It is my
understanding, and I hereby acknowledge and agree,
that Madison shall be entitled to receive all
distributions of cash or
other property from the Partnership attributable to
the transferred Units that are made on or after
October 30, 1998, including, without limitation, all
distributions
of Distributable Cash Flow and Net Cash Proceeds,
without regard to whether the cash or other property
that is included in any such distribution was
received by
the Partnership before or after the Transfer and
without regard to whether the applicable sale,
financing, refinancing or other disposition took
place before or after
the Transfer. It is my further understanding, and I
further acknowledge and agree, that the taxable
income and taxable loss attributable to the
transferred Units with
respect to the taxable period in which the Transfer
occurs shall be divided among and allocated between
me and Madison as provided in the Partnership
Agreement,
or in accordance with such other lawful allocation
methodology as may be agreed upon by the Partnership
and Madison. I represent and warrant that I have the
full right, power and authority to transfer the
subject Units and to execute this Agreement of
Assignment and Transfer and all other documents
executed in
connection herewith without the joinder of any other
person or party, and if I am executing this Agreement
of Assignment and Transfer or any other document
in connection herewith on behalf of a business or
other entity other than an individual person, I have
the right, power and authority to execute such
documents on
behalf of such entity without the joinder of any
other person or party.
Subject to Section 5 (Withdrawal Rights) of the Offer
to Purchase, I hereby irrevocably constitute and
appoint Madison as my true and lawful agent and
attorney-in-fact with
respect to the Units, with full power of substitution
(such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i)
vote or act in such manner
as any such attorney-in-fact shall, in its sole
discretion, deem proper with respect to the Units;
(ii) deliver the Units and transfer ownership of the
Units on the Partnership's
books maintained by the General Partner; (iii)
endorse, on my behalf, any and all payments received
by Madison from the Partnership that are made on or
after October 30,
1998, which are made payable to me, in favor of
Madison or any other payee Madison otherwise
designates; (iv) execute a Loss and Indemnity
Agreement relating to the
Units on my behalf if I fail to include my original
certificate(s) (if any) representing the Units with
this Agreement; (v) execute on my behalf any
applications for transfer
and any distribution allocation agreements required
by National Association of Securities Dealers Notice
to Members 96-14 to give effect to the transactions
contemplated
by this Agreement; (vi) receive all benefits and cash
distributions and otherwise exercise all rights of
beneficial ownership of the Units; and (vii) direct
the General Partner
to immediately change the address of record of the
registered owner of the transferred Units to that of
Madison, as my attorney-in-fact. Madison is further
authorized, as part
of its powers as my attorney-in-fact with respect to
the Units, to commence any litigation that Madison,
in its sole discretion, deems necessary to enforce
any exercise of
Madison's powers as my attorney-in-fact as set forth
herein. Madison shall not be required to post bond
of any nature in connection with this power of
attorney. I hereby
direct the Partnership and the General Partner to
remit to Madison any distributions made by the
Partnership with respect to the Units on or after
October 30, 1998. To the
extent that any distributions are made by the
Partnership with respect to the Units on or after
October 30, 1998, that are received by me, I agree to
promptly pay over such
distributions to Madison. I further agree to pay any
costs incurred by Madison in connection with the
enforcement of any of my obligations hereunder or my
breach of any
of the agreements, representations and warranties
made by me herein.
I hereby direct the General Partner to immediately
change my address of record as the registered owner
of the Units to be transferred herein to that of
Madison,
conditional solely upon Madison's execution of this
Agreement.
If legal title to the Units is held through an IRA or
KEOGH or similar account, I understand that this
Agreement must be signed by the custodian of such
IRA or KEOGH account. Furthermore, I hereby
authorize and direct the custodian of such IRA or
KEOGH to confirm this Agreement.
I hereby represent and warrant to Madison that I (i)
have received and reviewed the Offer to Purchase and
(ii) own the Units and have full power and authority
to validly sell,
assign, transfer, convey and deliver to Madison the
Units, and that effective when the Units are accepted
for payment by Madison, I hereby convey to Madison,
and Madison
will hereby acquire good, marketable and unencumbered
title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional
sales agreements
or other obligations relating to the sale or transfer
thereof, and the Units will not be subject to any
adverse claim. I further represent and warrant that
I am a "United States
person," as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended.
I hereby release and discharge the General Partner
and its officers, shareholders, directors, employees
and agents from all actions, causes of action, claims
or
demands I have, or may have, against the General
Partner that result from the General Partner's
reliance on this Agreement of Assignment and Transfer
or any of
the terms and conditions contained herein. I hereby
indemnify and hold harmless the Partnership from and
against all claims, demands, damages, losses,
obligations
and responsibilities arising, directly or indirectly,
out of a breach of any one or more representations
and warranties set forth herein.
All authority herein conferred or agreed to be
conferred shall survive my death or incapacity and
all of my obligations shall be binding upon the
heirs, personal
representatives, successors and assigns of the
undersigned. In addition, I hereby agree not to
offer, sell or accept any offer to purchase any or
all of the Units to
or from any third party while the Offer remains open.
Upon request, I will execute and deliver any
additional documents deemed by Madison to be
necessary or
desirable to complete the assignment, transfer and
purchase of the Units
I hereby certify, under penalties of perjury, that
the statements in Box A, Box C, Box D and, if
applicable, Box E below are true and correct.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. I
waive any claim that any State or Federal court
located
in the State of Delaware is an inconvenient forum,
and waive any right to trial by jury.
PLEASE COMPLETE ALL SHADED
AREAS
SIGN HERE TO TENDER YOUR
UNITS
BOX A
(See Instructions to Complete Agreement of
Assignment and Transfer - Box A)
All
Date:__________________________, 1998
________________________________________________
(If you desire to sell less
than all of your Units, strike "All"
and indicate the number of
Units to be sold)
___________________________________
_____________________________________
_____________________________________________________
__
Your Social Security or Your Telephone
Number Signature of Co-Seller and
Medallion Signature
Taxpayer Identification Number
Guarantee (If applicable)
_____________________________________________________
____________________________
Your Signature and Medallion Signature Guarantee
_____________________________________________________
____________________________
Custodian Signature and Medallion Signature Guarantee
(Required if Units held in IRA/KEOGH)
Please note: A Medallion Signature Guarantee is
similar to a notary, but is provided by your bank or
brokerage house where you have an account.
BOX B
MEDALLION SIGNATURE
GUARANTEE
(Required for all Sellers) (See Instructions to
Complete Agreement of Assignment and Transfer - Box
B)
Name and Address of Bank or Brokerage House:
Authorized Signature of Bank or Brokerage House
Representative:
Title:
Name:
Date:
, 199
Please note: A Medallion Signature Guarantee is
similar to a notary, but is provided by your bank or
brokerage house where you have an account.
BOX C
SUBSTITUTE FORM W-9
(See Instructions to Complete Agreement of
Assignment and Transfer - Box C)
The person signing this Agreement of Assignment
and Transfer hereby certifies the following to the
Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box
in Box A of this Agreement of Assignment and Transfer
is the correct TIN of the Unitholder, or if this box
[ ] is checked, the
Unitholder has applied for a TIN. If the Unitholder
has applied for a TIN, a TIN has not been issued to
the Unitholder, and either: (a) the Unitholder has
mailed or delivered
an application to receive a TIN to the appropriate
IRS Center or Social Security Administration Office,
or (b) the Unitholder intends to mail or deliver an
application in the
near future (it being understood that if the
Unitholder does not provide a TIN to the Purchaser
within sixty (60) days, 31% of all reportable
payments made to the
Unitholder thereafter will be withheld until a TIN is
provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the
Unitholder is not subject to backup withholding
either because the Unitholder: (a) is exempt from
backup withholding, (b) has
not been notified by the IRS that the Unitholder is
subject to backup withholding as a result of a
failure to report all interest or dividends, or (c)
has been notified by the IRS
that such Unitholder is no longer subject to backup
withholding.
Note: Place an "X" in the box in (ii) if you
are unable to certify that the Unitholder is not
subject to backup withholding.
BOX D
FIRPTA AFFIDAVIT
(See Instructions to Complete Agreement of
Assignment and Transfer - Box D)
Under Section 1445(e)(5) of the Internal Revenue
Code and Treas. Reg. 1.1445-11T(d), a transferee must
withhold tax equal to 10% of the amount realized with
respect to
certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists
of U.S. real property interests and 90% or more of
the value of its gross
assets consists of U.S. real property interests plus
cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the
Purchaser that no withholding
is required with respect to the Unitholder's interest
in the Partnership, the person signing this Agreement
of Assignment and Transfer hereby certifies the
following under penalties
of perjury:
(i) Unless this box [ ] is checked, the
Unitholder, if an individual, is a U.S. citizen or a
resident alien for purposes of U.S. income taxation,
and if other than an individual,
is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are
defined in the Internal Revenue Code and Income Tax
Regulations); (ii) the
Unitholder's U.S. social security number (for
individuals) or employer identification number (for
non-individuals) is correctly printed in the
signature box in Box A of this
Agreement of Assignment and Transfer; and (iii) the
Unitholder's home address (for individuals) or office
address (for non-individuals), is correctly printed
(or corrected) on
the top of this Agreement of Assignment and Transfer.
If a corporation, the jurisdiction of incorporation
is ________________________.
The person signing this Agreement of Assignment
and Transfer understands that this certification may
be disclosed to the IRS by the Purchaser and that any
false statements
contained herein could be punished by fine,
imprisonment, or both.
BOX E
SUBSTITUTE FORM W-8
(See Instructions to Complete Agreement of
Assignment and Transfer - Box E)
By checking this box [ ], the person signing
this Agreement of Assignment and Transfer hereby
certifies under penalties of perjury that the
Unitholder is an "exempt foreign
person" for purposes of the backup withholding rules
under the U.S. federal income tax laws, because the
Unitholder:
(i) Is a nonresident alien individual or a
foreign corporation, partnership, estate or trust;
(ii) If an individual, has not been and
plans not to be present in the U.S. for a total of
183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage,
in a U.S. trade or business that has effectively
connected gains from transactions with a broker.
AGREED TO AND ACCEPTED:
Madison Liquidity Investors 104, LLC
By:__________________________________________________
_____
Madison Liquidity Investors 104, LLC, c/o Gemisys
Tender Services, 7103 South Revere Parkway,
Englewood, CO 80112 Tel: 303-705-6390 Fax: 303-705-
6276
INSTRUCTIONS TO COMPLETE AGREEMENT OF ASSIGNMENT AND
TRANSFER
Forming Part of the Terms and Conditions of the Offer
By checking-off below all of the items that pertain
to your form of ownership, you are guaranteeing the
fastest turnaround time for payment for
your Units. Refer to the "Other Common Oversights"
section below to make sure you are not forgetting
anything that may delay processing.
Upon our receipt of your Agreement of Assignment and
Transfer, Madison will evaluate it to determine if it
is complete by the General Partner's
standards. If your Agreement is incomplete, you will
receive a deficiency letter from us that will let you
know the additional information that
we need to process your sale. Please respond
promptly to such request for additional information.
Your failure to provide this additional
information can add weeks to the processing time.
1. BOX A
- Individual Owner/Joint Owners of Record
[ ] Sign Agreement (both owners must
sign if joint account).
[ ] Provide a Medallion Signature
Guarantee.
[ ] Enclose your original limited
partnership certificate, if available.
[ ] Return Agreement to Madison c/o
Gemisys Tender Services in pre-paid/pre-addressed
envelope provided.
- IRA Investors
[ ] Beneficial owner should sign
Agreement.
Madison will work directly with your
Custodian to get the necessary custodial
signature/medallion guarantee and we
will then forward your
check directly to your IRA account.
- Trust, Profit Sharing and Pension Plans
[ ] Authorized signatory should sign
Agreement.
[ ] Enclose first, last and other
applicable pages of Trust or Plan Agreement showing
that signor(s) is authorized signatory.
- Corporations
[ ] Authorized signatory should sign
Agreement.
[ ] Include Corporate Resolution
showing that signor(s) is authorized signatory.
- Other Common Oversights
[ ] Death Certificates: If the owner
of the Units has died, please enclose a copy of the
Death Certificate and evidence of your
signature
authority.
[ ] Letters Testamentary: If you have
inherited the Units, include a copy of the original
owner's Death Certificate and a copy of
the Letters
Testamentary or Will showing that you are the legal
owner of the Units.
2. BOX B - MEDALLION SIGNATURE GUARANTEE.
Required to be signed by your bank or brokerage
house only.
3. BOX C - SUBSTITUTE FORM W-9.
Please check the shaded box in Box C(i) if you do
not have a Taxpayer identification Number or Social
Security Number ("TIN") but have already applied
for a TIN. Please check the shaded box in Box C(ii)
if you are subject to the 31% federal tax backup
withholding.
4. BOX D - FIRPTA AFFIDAVIT.
Please check the shaded box in Box D(i) if you are
not a U.S. citizen or a resident alien for purposes
of U.S. income taxation, or are a foreign
corporation, foreign partnership, foreign estate or
foreign trust. If the Unitholder is a corporation,
please indicate the state of incorporation in
the shaded area in Box D(iii).
5. BOX E - FOREIGN PERSONS.
Please check the shaded box in Box E if you are an
"exempt foreign person" for purposes of the backup
withholding rules under the U.S. federal income
tax laws.
Please note: A Medallion Signature Guarantee is
similar to a notary, but is provided by your bank or
brokerage house where you have an
account.
If you have any additional questions, please call:
Madison Liquidity Investors 104, LLC
c/o Gemisys Tender Services
(303) 705-6390
Exhibit (a)(3)
October 30, 1998
To Unitholders in Cable TV Fund 14-A, Ltd.
RE: Offer to Purchase Limited Partnership Interests
Dear Fellow Investor:
Madison Liquidity Investors 104, LLC ("Madison") is seeking to buy your
Limited Partnership Interests (the "Units") in Cable TV Fund 14-A, Ltd. (the
"Partnership") for $230.00 per Unit in cash. This amount will be reduced by
the $50.00 transfer fee (per transfer, not per Unit) charged by the
Partnership and any cash distributions made by the Partnership on or after
October 30, 1998. We are an investment firm which buys units in dozens of
underperforming limited partnerships and are not affiliated
with the Partnership nor the General Partner(s). We are principals seeking
to acquire Units for our investment portfolio only (we are not a matching
service or professional broker who resells units). Madison and its
affiliates have over $270 million in capital that is committed to paying
limited partners
for their units. To date, over 45,000 limited partners nationwide in over
250 limited partnerships have chosen to sell their units to us. This has
made Madison a leading and reliable choice for limited partnership investors
seeking a time and cost efficient liquidity option.
Please consider the following points in evaluating our offer:
FAST, COMMISSION-FREE SALE. Our offer provides you with the opportunity to
immediately sell your Units without the commission costs (generally, up
to 10% of the sales price, subject to a $150-$200 minimum commission per
trade) paid by the seller in typical secondary market sales. Remember, with
secondary market matching services, the process to sell your Units will not
even begin until an interested buyer can be found, which cannot be assured
and can take days, weeks or even months.
HISTORICAL PARTNERSHIP PERFORMANCE. The Partnership was closed 11 years ago.
You invested $500.00 per Unit and to date an original investor has received
total cash distributions of approximately $375.00 per Unit from the
Partnership. When combined with the remaining net asset value (as estimated
by the General Partner) this would represent an average annual return on your
investment of 4.15%. This return is generally equivalent to that which can
be obtained from investing in U.S. Treasury notes.
HIGHER PRICE THAN RECENT SALES. Our offer price of $230.00 per Unit is
43.75% higher than the May and June 1998 tender offers from Lafayette Bay,
LLC and Smithtown Bay, LLC, respectively, and 2.22% higher than the August
1998 offer from CMG Partners, LLC.
ILLIQUID UNITS. The relative illiquidity of the Units resulting from absence
of a formal trading market means the Units are difficult to sell. In fact,
there were only five sales per month, on average, during the months of June
and July 1998 (the most recent period for which information is available)
according to the July/August issue of The Partnership Spectrum.
NEGATIVE IMPACT OF COMPETITION ON THE NAPERVILLE CABLE
SYSTEM. In its
October 16, 1998 definitive proxy statement, the
Partnership disclosed
it has been marketing the Naperville System for sale
since 1996.
Furthermore, the Partnership stated "during 1996,
Ameritech, the
regional telephone service provider for Illinois,
began construction
of cable television systems in certain suburban
Chicago
communities including Naperville. The growing
competition from
Ameritech has made the market for cable television
properties in
the Chicago metropolitan area very soft."
RISK OF DELAYED SALE. If a majority of the
Unitholders in the
Partnership
do not vote in favor of the sale of the Naperville
System or the
necessary regulatory approval is not granted, the
Partnership would not
be able to consummate the sale on the terms described
in the October 1
1998 definitive proxy statement. Considering the
Partnership's
statement
in the same definitive proxy statement that, "a longer
holding period
would expose investors to the risk that competition
from direct
broadcast
satellite companies, telephone companies, especially
Ameritech, and/or
neighboring cable basic and premium services, thereby
decreasing the
value of the Naperville System," investors should
consider the benefits
offered through a cash sale of Units owned, today,
versus the
aforementioned risks related to the timing and
uncertainty of a delayed
sale of the Naperville System.
SIMPLIFIED TAX FILING. If you sell your Units now,
1998 will be the
final year for which you receive a K-1 tax form from
the Partnership,
assuming the transfer of your Units is completed by
year end. Many
investors who have tax professionals prepare their
taxes find the cost
of filing K-1s to be burdensome, particularly if more
than one limited
partnership is owned.
ABILITY TO REDEPLOY SALE PROCEEDS INTO OTHER
INVESTMENTS. The decision
to sell your Units for cash now would provide you with
the ability to
redeploy your investment assets into potentially
stronger and liquid
investments. This could, depending on your individual
investment
decisions, provide current income and capital
appreciation potential,
as well as liquidity if needed.
ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell
your Units now,
1998 could be the final year in which you incur fees
for your IRA or
retirement account. Due to the lackluster performance
and declining
value of limited partnership units generally, many
custodians will
not allow the transfer of limited partnership units
into new retirement
accounts. While many investors have consolidated
their retirement
accounts
and taken advantage of custodial services offered
through discount
brokerage
firms, they may have had to maintain separate
retirement accounts for
limited partnership units, because of custodian
restrictions on the
transfer of such units. Once our cash payment is sent
directly to your
retirement account, you are free to consolidate your
retirement accounts
or transfer the funds to a custodian that offers lower
fees.
UNCERTAIN TIMING OF FINAL PARTNERSHIP LIQUIDATION. A
sale of all of the
assets of a partnership is no guarantee that full
liquidation will occur
immediately after such sale or shortly thereafter. As
stated in the
July/August 1998 issue of The Partnership Spectrum,
"Long suffering
partnership investors rejoicing over the sale of their
partnership's
assets typically don't realize that it could be months
or even years
before their partnership is formally dissolved and the
final K-1 is
mailed out. While warranties and representations made
to buyers in
connection with asset sales often keep a partnership
from
dissolving for six to twelve months after the last
property has been
sold, a lawsuit can require a partnership to stay open
for years."
Accordingly, to the extent that the Partnership
continues to exist
after its final asset sale, you will continue to
receive a K-1 in
each year in which the Partnership continues to exist
and there
can be no assurance that the Partnership will make
cash distributions
in each of such years.
Madison will only purchase a maximum of 9.9% of the
outstanding Units
pursuant to this offer. If more Units are offered to us, we
will prorate our
purchase ratably to all sellers. You will be paid promptly
following (i)
receipt of a valid, properly executed Agreement of Assignment
and
Transfer (see the yellow document enclosed) and (ii) receipt
by Madison
of the Partnership's confirmation that the transfer of Units
has been
effectuated, subject to Section 4 (Proration) of the Offer to
Purchase.
All sales of Units will be irrevocable by you, subject to
Section 5 (
Withdrawal Rights) of the Offer to Purchase.
A comprehensive discussion of the terms of the offer can be
found in
the Offer to Purchase, Exhibit (a)(1) to the Schedule 14D-1.
If you wish to accept our offer, please complete and
Medallion Signature
Guarantee (this must be done by your broker or a bank where
you have
an account) the enclosed yellow Agreement of Assignment and
Transfer
and return it in the enclosed envelope, along with your
limited
partnership certificate (if one was issued to you and is
available).
Our offer will expire at 5:00 p.m., Eastern Standard Time, on
December 1, 1998, unless the offer is extended. We encourage
you to
act promptly.
Please call us at (303)705-6390, or send a fax to (303)705-
6276,
if you have any questions. Thank you for your consideration
of
our offer.
Very truly yours,
Madison Liquidity Investors 104, LLC
The price offered hereby may be more or less than prices
recently
quoted by secondary market matching market services. We
believe
that transactions through these secondary market services are
costly
and time consuming, and that the quoted prices often differ
from the
price a seller actually receives. Therefore, you may prefer
to sell
to us even at a lower price than otherwise so quoted. We
believe that
the value of the Units will ultimately be more than the price
offered
hereby. However, there are numerous risks and uncertainties
that may cause our belief to
be wrong. If you wish to have us bear those risks and
uncertainties, you
should consider selling your Units to us. We reserve the
right to apply
procedural considerations in determining which Units to
accept. We may
extend the term of our offer at our discretion. At times
when a Madison
tender offer for Units of the Partnership is not outstanding,
affiliates of
Madison may purchase Units at negotiated prices which may be
more or less
than the price offered hereby.
COMMONLY ASKED QUESTIONS AND ANSWERS
WHY WOULD I WANT TO SELL MY UNITS TO MADISON?
Have your original objectives for this investment been met?
Are your
pleased with the way this investment has performed to date?
We have found
that most investors are disappointed with the performance of
their limited
partnership investments. Many investors have been in these
investments far
longer than originally anticipated and their returns have
been disappointing.
In addition, the tax reporting requirements for limited
partnerships are
burdensome and costly, often requiring an accountant to
prepare your
taxes. Recent requirements by certain states have also
increased this
burden by requiring limited partners to file state income tax
returns,
and potentially to pay taxes, in states where a partnership
owns
properties, regardless of the overall profitability of the
partnership.
Many investors feel that selling their limited partnership
units will free
up funds to pursue more attractive investment options. And
unlike limited
partnerships, most other investments provide immediate
liquidity in the
event an investor needs access to his/her funds.
While emotionally difficult to accept, many investors are
realizing that
not only will original projections never be met on many of
these limited
partnerships, but, in some cases, original investment capital
will never
be fully recovered. Thus, a readily available purchase offer
for an
underperforming investment with an uncertain termination date
may be an
opportunity worthy of your consideration.
WHY DOES MADISON WANT TO BUY MY UNITS?
Madison purchases units in dozens of underperforming limited
partnerships
for its own investment portfolio... not for the purposes of
reselling the
units or matching buyers and sellers, as is the case with
secondary market
matching services. By agreeing to sell to Madison, you are
assuring a
sale of your Units, subject to proration rights and other
conditions having
been met. A secondary market firm cannot assure a sale
unless it can
locate a buyer who is interested in purchasing your
particular Units. Most
individual investors are not interested in purchasing limited
partnership
units for their investment portfolios, so Madison is
providing you with a
liquidity option that is generally not otherwise readily
available.
Unlike other firms that purchase limited partnership units,
Madison is
typically not interested in acquiring controlling interests
in limited
partnerships. Furthermore, buying units in a broad portfolio
of limited
partnerships allows us to diversify our investment portfolio,
thus mitigating
our risk of purchasing such underperforming investments.
WHAT OTHER OPTIONS ARE AVAILABLE TO ME TO SELL MY UNITS?
Not many! Unlike Madison, secondary market firms will only
match buyers
and sellers, they do not provide a firm bid, so the only way
you can sell
your Units through this market is if they can locate an
interested buyer.
Furthermore, Madison charges no commissions (secondary market
firms generally
charge up to 10%, subject to a $150 - $200 minimum commission
per trade)
and our offer price is often higher than recent secondary
market prices!
HOW DO I SUBSCRIBE TO MADISON'S OFFER AND WHEN WILL I BE
PAID?
The purchase process involves several steps. By carefully
following the
instructions on the enclosed checklist, you are ensuring the
fastest
possible turnaround time for the sale of your Units.
Properly completed
Agreements of Assignment and Transfer are forwarded by
Madison to the
general partner on a weekly basis following the initial 20
business day
withdrawal period. Most general partners will take
approximately four weeks
thereafter to confirm the number of Units you own and provide
Madison with
the effective transfer date. IRA investors should add
approximately two
weeks because of the additional signatures required from your
custodian.
Thereafter, you will be promptly paid by Madison.
HOW DID MADISON GET MY NAME?
In every limited partnership in which Madison conducts a
tender offer,
one of its affiliates is a limited partner, and as such, we
are entitled
to receive a list of the names and addresses of all of our
fellow
limited partners or have the General Partner forward this
correspondence
to you.
WHAT HAPPENS IF I DON'T SELL MY UNITS?
Nothing. If you choose to retain your investment in the
Partnership,
you will be a limited partner until all its assets and the
Partnership
have been liquidated. Remember, however, that even if the
Partnership
had an original anticipated holding period of five, seven or
ten years,
there is usually nothing requiring liquidation within this
time frame.
In fact, most limited partnerships can legally continue for
up to twenty
or thirty years, or longer, from inception.
If you have any additional questions, please call:
Madison Liquidity Investors 104, LLC
c/o Gemisys Tender Services
(303) 705-639
INSTRUCTIONS TO COMPLETE AGREEMENT OF ASSIGNMENT
AND TRANSFER
Forming Part of the Terms and Conditions of the Offer
By checking-off below all of the items that pertain to your
form of
ownership, you are guaranteeing the fastest turnaround time
for payment
for your Units. Refer to the "Other Common Oversights"
section below
to make sure you are not forgetting anything that may delay
processing.
Upon our receipt of your Agreement of Assignment and
Transfer, Madison
will evaluate it to determine if it is complete by the
General Partner's
standards. If your Agreement is incomplete, you will receive
a deficiency
letter from us that will let you know the additional
information that we
need to process your sale. Please respond promptly to such
request for
additional information. Your failure to provide this
additional information
can add weeks to the processing time.
1. BOX A
- Individual Owner/Joint Owners of Record
[ ] Sign Agreement (both owners must sign if
joint
account).
[ ] Provide a Medallion Signature Guarantee.
[ ] Enclose your original limited partnership
certificate,
if available.
[ ] Return Agreement to Madison c/o Gemisys
Tender Services
in pre-paid/pre-addressed envelope provided.
- IRA Investors
[ ] Beneficial owner should sign Agreement.
Madison will work directly with your
Custodian to get
the
necessary custodial signature/medallion
guarantee
we will then forward your check directly to
your IRA
account.
- Trust, Profit Sharing and Pension Plans
[ ] Authorized signatory should sign
Agreement.
[ ] Enclose first, last and other applicable
pages of Trust
or Plan Agreement showing that signor(s) is
authorized signatory.
- Corporations
[ ] Authorized signatory should sign
Agreement.
[ ] Include Corporate Resolution showing that
signor(s)
is authorized signatory.
- Other Common Oversights
[ ] Death Certificates: If the owner of the
Units has
died, please enclose a copy of the Death
Certificate and
evidence of your signature authority.
[ ] Letters Testamentary: If you have
inherited the
Units, include a copy of the original owner's
Death
Certificate and a copy of the Letters
Testamentary or Will showing that you are the legal owner of the Units.
2. BOX B - MEDALLION SIGNATURE GUARANTEE.
Required to be signed by your bank or brokerage house
only.
3. BOX C - SUBSTITUTE FORM W-9.
Please check the shaded box in Box C(i) if you do not
have a Taxpayer
identification Number or Social Security Number
("TIN") but have already applied for a TIN. Please
check
the shaded box in Box C(ii) if you are subject to the
31% federal
tax backup withholding.
4. BOX D - FIRPTA AFFIDAVIT.
Please check the shaded box in Box D(i) if you are not
a U.S.
citizen or a resident alien for purposes of U.S. income
taxation, or are a foreign corporation, foreign
partnership, foreign
estate or foreign trust. If the Unitholder is a
corporation, please indicate the state of
incorporation in
the shaded area in Box D(iii).
5. BOX E - FOREIGN PERSONS.
Please check the shaded box in Box E if you are an
"exempt foreign
person" for purposes of the backup withholding rules
under the U.S. federal income tax laws.
Please note: A Medallion Signature Guarantee is similar to a
notary, but
is provided by your bank or brokerage house where you have an
account.
If you have any additional questions, please call:
Madison Liquidity Investors 104, LLC
c/o Gemisys Tender Services
(303) 705-6390
