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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. 4)
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COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
PALM INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ARLEN CAPITAL, LLC
(BIDDER)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
None
(CUSIP Number of Class of Securities)
Arlen Capital, LLC
Don Augustine, Manager
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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AMENDMENT NO. 4 TO SCHEDULE 14D-1
This Amendment No. 4 amends the Offer to Purchase on Schedule 14D-1 filed with
the Securities and Exchange Commission on May 26, 1998 (the "Schedule 14D-1") by
Palm Investors, LLC, a Delaware limited partnership (the "Purchaser"), relating
to the Offer by the Purchaser to purchase up to 115 units of limited partnership
interest ("Units") in Courtyard by Marriott Limited Partnership, a Delaware
Limited Partnership (the "Partnership"), for a purchase price of $85,000 per
Unit, upon the terms and conditions set forth in the Offer to Purchase dated May
26, 1998, as amended by Amendment No. 1, dated June 26, 1998, Amendment No. 2,
dated July 17, 1998 and Amendment No. 3, dated July 29, 1998 and the related
Agreement of Sale (which, together with any supplements or amendments,
collectively constitute the "Offer"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
Page 1
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ITEM 1. SECURITY AND SUBJECT COMPANY
Items 1(a) and 1(b) are hereby supplemented and amended to include the
information set forth in the "Introduction" of the Supplement to the Offer to
Purchase, a copy of which is attached as Exhibit (a)(7) (the "Supplement") is
hereby supplemented and amended to include the information set forth on page 1
of the Supplement, which information is incorporated herein by reference.
Item 1(b) is further supplemented and amended to include the information
set forth in Section 7 ("Purpose and Effect of the Offer") of the Supplement,
which information is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
Items 2(a)-(d) and 2(g) are hereby supplemented and amended to include the
information set forth in Section 12 ("Source and Amount of Funds") of the
Supplement, which information is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 (a) is hereby supplemented and amended to include the information
set forth in Section 12 ("Source and Amount of Funds") of the Supplement, which
information is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Items 5(a)-(g) are hereby supplemented and amended to include the
information set forth in the "Introduction," Section 7 ("Purpose and Effect of
the Offer") of the Supplement, which information is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
Items 10(b)-(c) are hereby supplemented and amended to include the
information set forth in the "Introduction," Section 7 ("Purpose and Effect of
the Offer") of the Supplement, which information is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby supplemented and amended by adding the following, copies
of which are attached hereto as exhibits:
(a)(7) Supplement to Offer to Purchase dated August 3, 1998.
(a)(8) Cover Letter, dated August 3, 1998 from Purchaser to Limited
Partners.
(a)(9) Agreement of Sale
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Dated: August 3, 1998 PALM INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /S/ DON AUGUSTINE
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Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /S/ DON AUGUSTINE
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Don Augustine, Manager
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SUPPLEMENT TO THE
OFFER TO PURCHASE UNITS
OF
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
The cover page of the Offer to Purchase ("Offer") is supplemented and amended as
follows:
THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME,
ON AUGUST 14, 1998, UNLESS THE OFFER IS EXTENDED.
Palm Investors, LLC, a Delaware limited liability company ("Palm" or the
"Purchaser") managed by Arlen Capital, LLC (the "Manager"), hereby offers to
purchase 10 Units of Limited Partnership Interest ("Units") in Courtyard by
Marriott Limited Partnership, a Delaware Limited Partnership (the
"Partnership").
The 10 Units sought to be purchased pursuant to the Offer represent, to the
best knowledge of the Purchaser, less than 1 percent of Units outstanding as of
the date of the Offer.
If more than 10 Units are validly tendered and not withdrawn, the Purchaser
will accept for purchase up to 10 Units, on a pro rata basis, subject to the
terms and conditions herein, see "Tender Offer - Section 13, Certain Conditions
of the Offer."
INTRODUCTION
The fourth full paragraph in the "Introduction" of the Offer is hereby amended
and restated as follows:
The Offer is not conditioned upon the valid tender of any minimum number of
the Units. If more than 10 Units are tendered and not withdrawn, the Purchaser
will accept up to 10 of the tendered Units on a pro rata basis, subject to the
terms and conditions herein. See "Tender Offer--Section 13. Certain Conditions
of the Offer." The Purchaser expressly reserves the right, in its sole
discretion and for any reason, to terminate the Offer at any time and to waive
any or all of the conditions of the Offer, although the Purchaser does not
presently intend to do so.
SECTION 1 - TERMS OF THE OFFER
The second paragraph of Section 1 is hereby amended and restated as follows:
The Offer is conditioned on satisfaction of certain conditions. See
"Tender Offer--Section 13. Certain Conditions of the Offer," which sets forth in
full the conditions of the Offer. The Purchaser will not be required to accept
for payment or pay for any Units tendered unless, on or before the Expiration
Date, Purchaser shall have received (or waived):
(i) from the Seller, a properly completed and duly executed Agreement
of Sale; and
(ii) from the Partnership, confirmation to Purchaser's reasonable
satisfaction that, upon purchase of the Units: (a) the Purchaser
will be entitled to receive all distributions, from any source,
from the Partnership after May 15, 1998; and (b) the Partnership
will change Seller's address to Purchaser's address.
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SECTION 2 - PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.
The first two paragraphs of Section 2 are hereby supplemented and amended to
read as follows:
If not more than 10 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 10 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 10 Units so tendered, on a pro
rata basis.
SECTION 7 - PURPOSE AND EFFECTS OF THE OFFER
Section 7 of the Offer to Purchase is hereby supplemented and amended to
amend and restate the entire subsection titled "Purposes of the Offer" in
Section 7 as follows:
PURPOSE OF THE OFFER. The Purchaser established the Purchase Price of $85,000
per Unit based on a number of factors, including: (i) the prices of recent
secondary market resales of the Units (ii) the illiquid nature of the
investment; and (iii) the costs to the Purchaser associated with acquiring the
Units ("Factors").
The Purchase Price represents the price at which the Purchasers are willing
to purchase Units. No independent person has been retained by Palm to evaluate
or render any opinion with respect to the fairness of the Purchase Price and no
representation is made as to such fairness. Palm urges those Unitholders that
are considering tendering their Units pursuant to the Offer to first consult
with their own advisors (e.g. tax, financial) in evaluating the terms of the
Offer before deciding whether or not to tender Units.
As disclosed in the Prospectus/Consent Solicitation filed on Form S-4
("Prospectus") with the SEC, the prices for the sale of Courtyard by Marriott
Units for the twelve months ended November 30, 1997 were: High - $60,000; Low -
$30,000; Weighted Average - $45,635.
The Purchaser is offering to purchase Units which are a relatively illiquid
investment and are not offering to purchase the Partnership's underlying assets.
Consequently, the Purchaser does not believe that the underlying asset value of
the Partnership is determinative in arriving at the Offer Price. Nevertheless,
using publicly available information concerning the Partnership contained in the
10-K for the fiscal year ended December 31, 1997, and the Preliminary
Prospectus/Consent Solicitation on Form S-4 dated December 22, 1997 filed with
the SEC; the Purchaser used an estimated asset value to derive an estimated
market value for the Units solely for purposes of formulating their Offer.
In determining their estimated value of the Units, the Purchaser first
calculated the estimated current net operating income in accordance with the
Partnership's financial statements; Then, in consideration of the Factors
discussed above, the Purchaser determined the appropriate capitalization rate
for the Partnership's net operating income. The resulting net asset value of
the Partnership's properties was added to the Partnership's net current assets
and the Partnership's total estimated asset value was then reduced by the
Purchaser's estimate of the hypothetical costs to liquidate the portfolio plus
the Purchaser's estimated acquisition and transfer costs.
The Purchaser is making the Offer for investment purposes with a view
towards making a profit. Palm's intention is to acquire the Units at a Purchase
Price which will allow Palm to make a profit from its ownership of the Units.
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SECTION 12 - SOURCE AND AMOUNT OF FUNDS.
Section 12 is hereby supplemented and amended as follows:
The Purchaser expects that approximately $850,000 (exclusive of fees and
expenses) will be required to purchase 10 Units (less than 1 percent of the
outstanding Units), if tendered. The Purchaser has a binding commitment from its
members to provide those funds as capital contributions to Purchaser.
Purchaser's members have an aggregate worth, net of all liabilities,
substantially in excess of the amount required to purchase the 10 Units. For
the month ended July 31, 1998, Palm Investors, LLC had cash in the amount of
$1,539,202 and had assets net of liabilities of $11,580,510.
SECTION 13 - CERTAIN CONDITIONS OF THE OFFER
Section 13, exlcuding the last paragraph, is hereby amended as follows:
The Purchaser will not be required to accept for payment or pay for any
Units tendered unless, on or before the Expiration Date, Purchaser shall have
received (or waived):
(i) from the Seller, a properly completed and duly executed Agreement
of Sale; and
(ii) from the Partnership, confirmation to Purchaser's reasonable
satisfaction that, upon purchase of the Units: (a) the Purchaser
will be entitled to receive all distributions, from any source,
from the Partnership after May 15, 1998; and (b) the Partnership
will change Seller's address to Purchaser's address.
Furthermore, the Purchaser will not be required to accept for payment or
pay for any Units tendered if, on or after the date of the Offer and before the
Expiration Date, Purchaser 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 any Units by the Purchaser, (ii)
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, operations,
results of operations or prospects of the Purchaser or the Partnership.
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COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
PALM INVESTORS, LLC
AUGUST 3, 1998
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OFFER TO PURCHASE
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP UNITS
FOR
$85,000 CASH PER UNIT
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PALM IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR THE PARTNERSHIP.
HOLDERS OF UNITS ("UNITHOLDERS") SHOULD CONSIDER THE FOLLOWING FACTORS:
- No independent person has been retained to evaluate or render any
opinion with respect to the fairness of Palm's offer, and no
representation is made as to such fairness or other measures of value
that may be relevant to the Limited Partners. We urge you to consult
your own financial advisor in connection with Palm's offer.
- Although Palm cannot predict the future value of the Partnership's
assets on a per Unit basis, the Purchase Price could differ
significantly from the net proceeds that would be realized from a
current sale of the Properties owned by the Partnership or that may be
realized upon future liquidation of the Partnership
- Palm is making the offer with a view to making a profit. Accordingly,
there is a conflict between the desire of Palm to acquire your Units
at a low price and your desire to sell your Units at a high price.
Palm's intention is to acquire the Units at a Purchase Price which
will allow Palm to make a profit from its ownership of the Units.
- Following expiration or termination of the Offer, Palm reserves the
right to, at any time, make an additional offer, or offers, for the
Partnership's Units at prices different from that of the Offer. By
selling your Units pursuant to the Offer, you are giving up the
opportunity to participate in any potential future offers for the
Partnership's Units made by Palm.
- The tax consequences of the Offer to a particular Limited Partner may
be different from those of other Limited Partners, and we urge you to
consult your own tax advisor in connection with the Offer.
- Unitholders who tender their Units to Palm will be giving up the
opportunity to participate in any future potential benefits of
ownership of the Units such as distributions, proceeds from the sale
or refinancing of the Partnership's Properties, or liquidation of the
Partnership.
GENERAL PARTNER'S RECOMMENDATION
In a letter dated June 8, 1998 the General Partner advised you that it had
taken a NEUTRAL position with respect to Palm's offer of $85,000 per Unit.
RECENT PRICES FOR PARTNERSHIP UNITS
As reported by the General Partner in the Roll-Up documents filed with the
Securities and Exchange Commission on December 19, 1997, the weighted
average price of Courtyard by Marriott units sold during the twelve months
ended November 30, 1997, was $45,635 per unit.
SEE THE REVERSE SIDE FOR ADDITIONAL INFORMATION WITH RESPECT TO PALM'S OFFER.
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1650 HOTEL CIRCLE NORTH, SUITE 200 - SAN DIEGO, CA 92108 - (800) 891-4105 -
FACSIMILE (619) 686-2056
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In a letter dated December, 29, 1997, Host Marriott Corporation announced the
potential consolidation ("Roll-Up") of six limited partnerships, including the
Courtyard by Marriott Limited Partnership (the "Partnership"), into a single
operating partnership. According to your General Partner, the primary intent
of the Roll-Up is to provide limited partners with a liquidity alternative to
their ownership of limited partnership units; HOWEVER, ASSUMING APPROVAL OF
THE ROLL-UP, THE LIQUIDITY OPTION WILL MOST LIKELY NOT BE AVAILABLE TO THE
LIMITED PARTNERS FOR APPROXIMATELY 18-24 MONTHS. UNTIL SUCH TIME, THERE WILL
BE NO CASH ALTERNATIVE ASSOCIATED WITH THE ROLL-UP.
CASH ALTERNATIVE TO THE ROLL-UP
Palm's offer represents a current cash alternative for those investors who
are uncomfortable with (i) the time horizon associated with the
proposed Roll-Up of the Partnership and (ii) whether or not the Roll-Up
will be approved by the Limited Partners.
CASH PAYMENT OF THE PURCHASE AMOUNT
A cash payment for your Units will be made to you following the Expiration
Date and within 5 business days of written notice that Palm has been
admitted as a Substitute Limited Partner.
TAX BENEFITS FOR 1998
Consult your tax advisor with regard to possible tax benefits associated
with the Tax Act of 1997.
THE OFFER IS FOR 10 UNITS, REPRESENTING LESS THAN 1 PERCENT OF THE UNITS
OUTSTANDING AS OF THE DATE OF THE OFFER. THE OFFER TO PURCHASE IS NOT
CONDITIONED UPON THE VALID TENDER OF ANY MINIMUM NUMBER OF UNITS. IF MORE THAN
10 UNITS ARE VALIDLY TENDERED TO PALM, WE WILL ACCEPT UP TO 10 UNITS, ON A PRO
RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS IN THE OFFER. YOU MAY TENDER ANY
OR ALL UNITS WHICH YOU OWN.
AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO PALM.
Palm's offer will expire at 5:00 p.m. Pacific Time on August 14, 1998; however,
Palm reserves the right to amend or extend the offer at any time; or terminate
the Offer without further notice to the Limited Partners.
Please call us at (800) 891-4105 if you have any questions. Thank you for your
consideration of our offer.
PALM INVESTORS, LLC
<PAGE>
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
AGREEMENT OF SALE
The undersigned Limited Partner, and/or Assignee Holder or Unit Holder (the
"Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to
Palm Investors, LLC, a Delaware limited liability company ("Palm" or the
"Purchaser"), all of the Seller's right, title and interest in Units (as defined
below) in Courtyard by Marriott Limited Partnership (the "Partnership") being
sold pursuant to this Agreement of Sale ("Agreement") and the Offer dated May
26, 1998 (the "Offer") for a purchase price of $85,000 per Unit, less the amount
of any distributions declared or paid from any source by the Partnership with
respect to the Units after May 15, 1998, without regard to the record date or
whether such distributions are classified as a return on, or a return of,
capital. "UNITS" MEANS, THE INTEREST OF A LIMITED PARTNER AND INCLUDES, WITHOUT
LIMITATION, ALL OF SELLER'S RIGHTS TO CLAIMS, DAMAGES, RECOVERIES, AND CAUSES OF
ACTION ACCRUING TO THE BENEFIT OF SELLER WITH RESPECT TO SELLER'S PURCHASE
AND/OR OWNERSHIP OF THE UNITS. Cash payment will be made after the Expiration
Date and within 5 business days after written confirmation that Palm has been
admitted as a Substitute Limited Partner, as that term is defined in the current
Agreement of Limited Partnership, as to the Units to be purchased from Seller.
The Seller hereby represents and warrants to the Purchaser that the Seller owns
such Units and has full power and authority to validly sell, assign, transfer,
convey, and deliver to the Purchaser such Units, and that when any such Units
are accepted for payment by the Purchaser, the Purchaser will 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 such Units will not be
subject to any adverse claim. The Seller further represents and warrants that
the Seller is a "United States person" as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, the Seller does not own beneficially or of record more than 5
percent of the outstanding Units.
Such Sale shall include, without limitation, 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 such Units
under the Partnership Agreement. Upon the execution of this Agreement by the
Seller, Purchaser shall have the right to receive all benefits and cash
distributions and otherwise exercise all rights of beneficial ownership of such
Units.
Seller, by executing this Agreement, hereby irrevocably constitutes and appoints
Purchaser as its true and lawful agent and attorney-in-fact with respect to the
Units with full power of substitution. This power of attorney is an irrevocable
power, coupled with an interest of the Seller to Purchaser, to (i) execute,
swear to, acknowledge, and file any document relating to the transfer of the
ownership of the Units on the books of the Partnership that are maintained with
respect to the Units and on the Partnership's books maintained by the General
Partner of the Partnership, or amend the books and records of the Partnership as
necessary or appropriate for the withdrawal of the Seller as a Unitholder and/or
Limited Partner of the Partnership, (ii) vote or act in such manner as any such
attorney-in-fact shall, in its sole discretion, deem proper with respect to the
Units, (iii) deliver the Units and transfer ownership of the Units on the books
of the Partnership that are maintained with respect to the Units and on the
Partnership's books, maintained by the Partnership's General Partner, (iv)
endorse on the Seller's behalf any and all payments received by Purchaser from
the Partnership for any period on or after May 15, 1998, which are made payable
to the Seller, in favor of Purchaser, (v) execute on the Seller's behalf, any
applications for transfer and any distribution allocation agreements required by
the National Association of Securities Dealers, Inc.'s Notice to Members 96-14
to give effect to the transaction contemplated by this Agreement, and (vi)
receive all benefits and distributions and amend the books and records of the
Partnership, including Seller's address and record, to direct distributions to
Purchaser as of the effective date of this Agreement and otherwise exercise all
rights of beneficial owner of the Units. Purchaser shall not be required to
post bond of any nature in connection with this power of attorney.
SELLER DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL PARTNER
IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT OF SALE (i) TO AMEND THE BOOKS
AND RECORDS OF THE PARTNERSHIP TO CHANGE THE SELLER'S ADDRESS OF RECORD TO PALM
INVESTORS, LLC, C/O ARLEN CAPITAL, 1650 HOTEL CIRCLE NORTH, SUITE 200, SAN
DIEGO, CALIFORNIA 92108, AND (ii) TO FORWARD ALL DISTRIBUTIONS AND ALL OTHER
INFORMATION TO BE RECEIVED BY SELLER TO PALM INVESTORS, LLC TO THE ADDRESS SET
FORTH IN (i) ABOVE.
Seller and Purchaser do hereby release and discharge the General Partner and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from all actions, causes of actions, claims or demands
Seller or Purchaser have, or may have, against any such person that result from
such party's reliance on this Agreement or any of the terms and conditions
contained herein. Seller and Purchaser do hereby indemnify and hold harmless
the Partnership and the General Partner and its affiliates and each of their
respective officers, directors, shareholders, employees, and agents from and
against all claims, demands, damages, losses, obligations, and responsibilities
arising, directly or indirectly, out of a breach of any one or more of their
respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the Seller and any obligations of the Seller shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Upon request, the Seller will execute and deliver any additional
documents deemed by the Purchaser or the Partnership to be necessary or
desirable to complete the assignment, transfer and purchase of such Units. Palm
reserves the right to amend or extend the offer at any time without further
notice to the Limited Partners.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service (the
"IRS") that Seller is subject to backup withholding as a result of failure to
report all interest or dividends, or the IRS has notified Seller that Seller is
no longer subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the Seller,
if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller 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.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any right
to trial by jury.
The undersigned Seller (including any joint owner(s)) owns and wishes to assign
the number of Units set forth below. By its own or its Authorized Signatory's
signature below, the Seller hereby assigns its entire right, title and interest
to the Units to the Purchaser.
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COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
By executing this Agreement the Seller hereby acknowledges to the General
Partner that the Seller desires to withdraw as a Limited Partner as to the Units
referenced herein and hereby directs the General Partner to take all such
actions as are necessary to accomplish such withdrawal, and appoints the General
Partner the agent and attorney-in-fact of the Limited Partner, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Partnership as necessary or appropriate for the withdrawal of the Limited
Partner.
IN WITNESS WHEREOF the Limited Partner has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Limited Partner (as it appears on the investment)
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Print Name and Capacity of Authorized Signatory (if other than above)
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Seller's Signature
MEDALLION GUARANTEE
(Medallion Guarantee for EACH Seller's signature)
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Joint Seller's Signature
MEDALLION GUARANTEE
(Medallion Guarantee for EACH Seller's signature)
Investor I.D. Number
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Home Telephone Number
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Office Telephone Number
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Mailing Address
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City, State, Zip Code
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State of Residence
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Social Security/Tax ID No.
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Date
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$85,000 Sales Price per Unit
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Number of Units to be sold
-------- OR
/ / Check here if you wish to sell ALL your units
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------- FOR INTERNAL USE ONLY -------
ACCEPTED:
PALM INVESTORS, LLC
By: Its Manager, Arlen Capital, LLC
By:
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YOU MUST MAIL EXECUTED ORIGINAL TO PURCHASER:
Palm Investors, LLC
1650 Hotel Circle North, Suite 200
San Diego, California 92108
PLEASE CALL US AT (800) 891-4105 IF YOU HAVE ANY QUESTIONS REGARDING THE SALE OF
YOUR UNITS.
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INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
ALL SIGNATURES MUST BE MEDALLION GUARANTEED
BENEFICIAL OWNER OF RECORD SHOULD:
1. COMPLETE and SIGN Agreement.
2. Have your signature Medallion Guaranteed by your Bank or Broker.
3. Indicate Number of Units Owned and/or To Be Sold.
4. Return Agreement in Envelope Provided.
JOINT OWNERSHIP
Please have ALL owners of record sign Agreement, and
SEPARATELY Medallion Guarantee each signature.
IRA/KEOGH
1. Beneficial owner must sign Agreement.
2. Provide Custodian information. (i.e. Name, Company Name, Address,
Phone No. and Account No.)
3. Palm will obtain the Medallion Guarantee of Custodian Signature.
DEATH
If any owner is deceased, please enclose a certified copy of
Death Certificate. If Ownership is OTHER than Joint Tenants
With Right of Survivorship, please provide Letter of
Testamentary or Administration current within 60 days
showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).
CORPORATION
Corporate resolution required showing authorized signatory.
TRUST, PROFIT SHARING OR PENSION PLAN
Please provide title, signature, and other applicable pages of
Trust Agreement showing authorized signatory.
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