<PAGE> 1
SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
FOR $38,250 PER UNIT IN CASH
HIGHEST PRICE BEING OFFERED
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly tendered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer is not subject to a minimum number of units being tendered.
Our offer and your withdrawal rights will expire at 5:00 P.M., New York City
time, on June 28, 2000, unless we extend the deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED MAY 15, 2000, FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $38,250 per unit without any
arms-length negotiations. Accordingly, our offer price may not reflect
the fair market value of your units
o Your general partner and the property manager of the residential
properties are subsidiaries of ours and, therefore, the general
partner has substantial conflicts of interest with respect to our
offer.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase your
units at a low price and your desire to sell your units at a high
price.
(continued on next page)
--------------------------------------------------
If you desire to accept our offer, you should complete and sign the
enclosed acknowledgment and agreement in accordance with the instructions
thereto and the letter of transmittal and instructions thereto which are Annex I
to this Supplement and mail or deliver the signed acknowledgment and agreement
and any other required documents to River Oaks Partnership Services, Inc., which
is acting as Information Agent in connection with our offer, at one of its
addresses set forth on the back cover of this Supplement. You only need to
return the acknowledgment and agreement. QUESTIONS AND REQUESTS FOR ASSISTANCE
OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE
ACKNOWLEDGMENT AND AGREEMENT MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT
(888) 349-2005.
June 14, 2000
<PAGE> 2
(Continued from prior page)
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a future offer at a higher price.
o For any units that we acquire from you, you will not receive any
future distributions from operating cash flow of your partnership or
upon a sale or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our
ability to influence voting decisions with respect to your partnership
and may control such voting decisions, including but not limited to
the removal of the general partner, most amendments to the partnership
agreement and the sale of all or substantially all of your partnership
assets.
2
<PAGE> 3
INTRODUCTION
On May 15, 2000, we commenced an offer to acquire all of the outstanding
units of your partnership, in exchange for $35,686 in cash per unit, net to the
seller, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 15, 2000 until the expiration date.
We have now increased our offer price to $38,250. If units are validly tendered
and not properly withdrawn prior to the expiration date and the purchase of all
such units would result in there being less than 320 unitholders, we will
purchase only 99% of the total number of units so tendered by each limited
partner. Our offer is made upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 15, 2000, this Supplement and in the
accompanying acknowledgment and agreement.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will have to pay any governmental transfer taxes that
apply to your sale. You will also have to pay any fees or commissions imposed by
your broker in assisting you to tender your units, or by any custodian or other
trustee of any Individual Retirement Account or benefit plan which is the owner
of record of your units. Although the fees charged for transferring units from
an Individual Retirement Account vary, such fees are typically $25-$50 per
transaction.
We have retained River Oaks Partnership Services, Inc. to act as the
Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of the units being tendered. However,
certain other conditions do apply. See "The Offer - Section 17. Conditions of
the Offer," in the Offer to Purchase. Under no circumstances will we be required
to accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
We have extended the expiration date of our offer to 5:00 p.m., New York
City time, on June 28, 2000. If you desire to accept our offer, you must
complete and sign the acknowledgment and agreement in accordance with the
instructions contained therein and the letter of transmittal and the
instructions thereto, Appendix I to this Supplement, and forward or hand deliver
the enclosed acknowledgment and agreement, together with any other required
documents, to the Information Agent. If you have already tendered your units in
accordance with the original letter of transmittal, Appendix II to the Offer to
Purchase, and the original acknowledgment and agreement, you need not take any
further action to continue to tender your units. You may withdraw your tender of
units pursuant to the offer at any time prior to the expiration date of our
offer and, if we have not accepted such units for payment, on or after July 17,
2000.
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, to extend the period of time during which our offer is
open and thereby delay acceptance for payment of, and the payment for, any unit.
Notice of any such extension will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. Further, any extension may be
followed by a press release or public announcement which will be issued no later
than 9:00 a.m., New York City time, on the next business day after the scheduled
expiration date of our offer, in accordance with Rule 14e-1(d) under the
Securities Exchange Act of 1934.
On June 12, 2000 several unaffiliated third parties commenced a tender
offer to purchase up to 60 of the outstanding units at a purchase price of
$38,000 per unit. The partnership and the general partner of your partnership
have provided the following information for inclusion in this Supplement: The
general partner believes that our offer is fair, the general partner believes
that you must make your own decision whether or not to participate in any offer,
based upon a number of factors, including your financial position, your need or
desire for liquidity, other financial opportunities available to you, and your
tax position and the tax consequences to you of selling your units. However, the
general partner notes that the our offer is at the highest price of the offers
and if you wish to sell your units for cash, you should do so at the highest
price. Therefore the general partner is recommending against the unaffiliated
third parties' offer. LIMITED PARTNERS ARE URGED TO READ OUR OFFER TO PURCHASE,
THE SUPPLEMENTS THERETO AND THE RELATED MATERIALS CAREFULLY AND IN THEIR
ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. The general partner of
your Partnership is our affiliate.
ADDITIONAL INFORMATION
Our offer is hereby supplemented and amended as follows:
1. The penultimate sentence of the last paragraph under "Introduction" is
hereby amended to read as follows:
As of March 31, 2000, AIMCO owned or controlled, held an equity interest in
or managed 363,462 apartment units in 1,942 properties located in 48 states, the
District of Columbia and Puerto Rico.
2. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" in the first paragraph under "General" is
hereby amended to read as follows:
3
<PAGE> 4
GENERAL. We are AIMCO Properties, L.P., a Delaware limited partnership.
Together with our subsidiaries, we conduct substantially all of the operations
of Apartment Investment and Management Company, a Maryland corporation
("AIMCO"). AIMCO is a real estate investment trust that owns and manages
multifamily apartment properties throughout the United States. AIMCO's Class A
Common Stock is listed and traded on the New York Stock Exchange under the
symbol "AIV." As of March 31, 2000, we owned or managed 352,519 apartment units
in 1,834 properties located in 48 states, the District of Columbia and Puerto
Rico. Based on apartment unit data compiled as of January 1, 1999, by the
National Multi Housing Council, we believe that we are the largest owner and
manager of multi-family apartment properties in the United States. As of March
31, 2000, we:
- owned or controlled 121,449 units in 439 apartment properties;
- held an equity interest in 115,951 units in 671 apartment properties;
and
- managed 115,119 units in 724 apartment properties for third party
owners and affiliates, of which 53,627 units have management
agreements that are cancellable in 30 days and 61,492 have management
agreements in excess of one year.
3. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" under "Summary Selected Financial
Information of AIMCO Properties, L.P." is hereby amended to read as
follows:
SUMMARY SELECTED FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P.
SUMMARY SELECTED FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P. The historical
summary financial data for AIMCO Properties, L.P. for the three months ended
March 31, 2000 and 1999 is unaudited. The historical summary financial data for
AIMCO Properties, L.P. for the years ended December 31, 1999 and 1998, is based
on audited financial statements. This information should be read in conjunction
with such financial statements, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
AIMCO Operating Partnership" included in the AIMCO Operating Partnership's Form
10-K for the year ended December 31, 1999 and Form 10-Q for the quarter ended
March 31, 2000.
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
------------------------ ------------------------
2000 1999 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other property revenue ........... $ 224,320 $ 110,552 $ 531,883 $ 373,963
Property operating expenses ................. (90,751) (42,436) (213,959) (145,966)
Owned property management expenses .......... (7,816) (3,395) (15,322) (10,882)
Depreciation ................................ (64,690) (26,616) (131,257) (83,908)
--------- --------- --------- ---------
Income from property operations ............. (61,063) (38,105) 171,345 133,207
--------- --------- --------- ---------
SERVICE COMPANY BUSINESS:
Management fees and other income ............ 13,310 7,978 42,877 22,675
Management and other expenses ............... (4,957) (8,902) (25,470) (16,960)
Income from service company business ........ 8,353 (924) 17,407 5,715
--------- --------- --------- ---------
General and administrative expenses ......... (3,211) (2,594) (12,016) (10,336)
Interest expense ............................ (56,224) (30,360) (139,124) (88,208)
Interest income ............................. 13,004 9,828 62,183 28,170
Equity in earnings (losses) of unconsolidated
subsidiaries (a) ........................ 2,445 2,695 (2,588) (2,665)
Equity in earnings (losses) of unconsolidated (2,400)
real estate partnerships (b) ............ 3,215 2,790 12,009
Loss from IPLP exchange and assumption ...... -- (684) (684) (2,648)
Minority interest ........................... (3,721) (2,065) (5,788) (1,868)
Amortization of goodwill .................... (1,575) (1,942) (5,860) (8,735)
Income from operations ...................... 23,349 14,849 82,475 64,641
Gain on disposition of properties ........... 5,105 15 (1,785) 4,287
Income before extraordinary item ............ 28,454 14,864 80,690 68,928
--------- --------- --------- ---------
Extraordinary item-- early extinguishment
of debt ................................. -- -- -- --
Net income .................................. $ 28,454 $ 14,864 $ 80,690 $ 68,928
========= ========= ========= =========
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
---------------------------- ----------------------------
2000 1999 1999 1998
----------- ----------- ----------- -----------
(Dollars in thousands, except per unit data)
<S> <C> <C> <C> <C>
BALANCE SHEET INFORMATION
(END OF PERIOD):
Real estate, before accumulated depreciation ..... 4,995,886 2,852,506 4,508,535 2,743,865
Real estate, net of accumulated depreciation ..... 4,507,911 2,591,753 4,092,543 2,515,710
Total assets ..................................... 6,017,807 4,291,931 5,684,251 4,186,764
Total mortgages and notes payable ................ 3,007,050 1,608,895 2,584,289 1,601,730
Redeemable Partnership Units ..................... -- -- -- --
Partnership-obligated mandatory redeemable
convertible preferred securities of a
subsidiary trust ................................ 149,500 149,500 149,500 149,500
Partners' Capital ................................ 2,497,747 2,289,245 2,486,889 2,153,335
OTHER INFORMATION:
Total owned or controlled properties (end of
period) ......................................... 439 240 373 234
Total owned or controlled apartment units
(end of period) ................................ 121,449 63,069 106,148 61,672
Total equity apartment units (end of period) ..... 115,951 168,817 133,113 171,657
Units under management (end of
period) ......................................... 115,119 141,523 124,201 146,034
Basic earnings per Common OP Unit ................ $ 0.17 $ 0.03 $ 0.39 $ 0.80
Diluted earnings per Common OP Unit .............. $ 0.17 $ 0.03 $ 0.38 $ 0.78
Distributions paid per Common OP Unit ............ $ 0.70 $ 0.6250 $ 2.50 $ 2.25
Cash flows provided by operating activities ...... $ 69,556 $ 65,545 $ 254,380 $ 144,152
Cash flows used in investing activities .......... (108,704) (25,667) (243,078) (342,541)
Cash flows provided by (used in)
financing activities ............................ 74,433 (54,149) 37,470 214,133
Funds from operations (c) ........................ $ 98,120 $ 65,299 $ 320,434 $ 193,830
Weighted average number of Common OP
Units outstanding ............................... 73,484 64,923 78,531 56,567
</TABLE>
-----------
(a) Represents AIMCO Properties, L.P. equity in earnings of unconsolidated
subsidiaries.
5
<PAGE> 6
(b) Represents AIMCO Properties, L.P.'s share of earnings from partnerships
that own 115,951 apartment units at March 31, 2000 in which partnerships
AIMCO Properties, L.P. owns an equity interest.
(c) AIMCO Properties, L.P.'s management believes that the presentation of funds
from operations or "FFO", when considered with the financial data
determined in accordance with generally accepted accounting principles,
provides a useful measure of performance. However, FFO does not represent
cash flow and is not necessarily indicative of cash flow or liquidity
available to AIMCO Properties, L.P., nor should it be considered as an
alternative to net income or as an indicator of operating performance. The
Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in accordance
with generally accepted accounting principles, excluding gains and losses
from debt restructuring and sales of property, plus real estate related
depreciation and amortization (excluding amortization of financing costs),
and after adjustments for unconsolidated partnerships and joint ventures.
AIMCO Properties, L.P. calculates FFO based on the NAREIT definition, as
adjusted for the amortization of goodwill, the non-cash deferred portion of
the income tax provision for unconsolidated subsidiaries and less the
payments of dividends on preferred limited partnership interests. AIMCO
Properties, L.P.'s management believes that presentation of FFO provides
investors with industry-accepted measurements which help facilitate an
understanding of its ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no assurance
that AIMCO Properties, L.P.'s basis of computing FFO is comparable with
that of other REITS.
The following is a reconciliation of net income to funds from operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
------------------------ ------------------------
2000 1999 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net income .............................. $ 28,454 $ 14,864 $ 80,690 $ 68,928
Extraordinary item ...................... -- -- -- --
Gain loss on disposition of property .... (5,105) (15) 1,785 (4,287)
Real estate depreciation, net of minority
interests ........................... 56,976 25,095 121,084 79,869
Real estate depreciation related to
unconsolidated entities ............. 18,960 21,105 104,754 34,765
Amortization ............................ 2,083 12,999 36,731 26,177
Deferred taxes .......................... 852 2,456 1,763 9,215
Expenses associated with convertible
preferred securities ................ -- -- 6,892 --
--------- --------- --------- ---------
Preferred unit distributions ............ (4,101) (11,205) (33,265) (20,837)
--------- --------- --------- ---------
Funds from operations ................... $ 98,120 $ 65,299 $ 320,434 $ 193,830
--------- --------- --------- ---------
</TABLE>
As of March 31, 2000, AIMCO Properties, L.P. had a net tangible book value
of $61.3 per Common OP Unit.
4. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" in the first paragraph under "Ratio of
Earnings to Fixed Charges of AIMCO Properties, L.P." is hereby amended to
read as follows:
RATIOS OF EARNINGS TO FIXED CHARGES OF AIMCO PROPERTIES, L.P. The
following table shows for the AIMCO Properties, L.P. (i) the ratio of income to
fixed charges and (ii) the ratio of income to fixed charges and preferred unit
distributions.
6
<PAGE> 7
<TABLE>
<CAPTION>
For the Three For the Year
Months Ended Ended
March 31, December 31,
-------------- --------------
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (1) .................... 1.7:1 1.9:1 2.4:1 1.6:1
Ratio of earnings to combined
fixed charges and preferred unit
distributions (2) .............. 1.3:1 1.3:1 1.7:1 1.7:1
</TABLE>
(1) Our ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges. For this purpose, "earnings" consists of income before
minority interests (which includes equity in earnings of unconsolidated
subsidiaries and partnerships only to the extent of dividends received)
plus fixed charges (other than any interest which has been capitalized),
and "fixed charges" consists of interest expense (including amortization of
loan costs) and interest which has been capitalized.
(2) Our ratio of earnings to combined fixed charges and preferred unit
distributions was computed by dividing earnings by the total of fixed
charges and preferred unit distributions. For this purpose, "earnings"
consists of income before minority interests (which includes equity in
earnings of unconsolidated subsidiaries and partnerships only to the extent
of dividends received) plus fixed charges (other than any interest which
has been capitalized), "fixed charges" consists of interest expense
(including amortization of loan costs) and interest which has been
capitalized, and "preferred unit distributions" consists of the amount of
pre-tax earnings that would be required to cover preferred unit
distributions requirements.
5. The last sentence of the third paragraph under "The Offer-Section 9.
Background and Reasons for the Offer-General" is hereby amended to read as
follows:
As of the date of this offering, AIMCO Properties, L.P. has made
offers to approximately 65 of the Insignia Partnerships, including your
partnership.
6. The third sentence of the third paragraph under "The Offer-Section 13.
Certain Information Concerning Your Partnership-General" is hereby amended
to read as follows:
As of March 31, 2000, there were 568.29 units issued and outstanding
which were held of record by 1,140 limited partners.
7. The information under "The Offer - Section 13. Certain Information
Concerning Your Partnership - Investment Objectives and Policies; Sales or
Financing of Investments" and "The Offer - Section 13. Certain Information
Concerning Your Partnership - Capital Replacements" regarding the amount of
the capital budgets for 2000 is the total initial capital expenditures
intended to be made for such properties following our acquisition of the
general partner, and not just the amount for 2000.
8. The information under "The Offer-Section 13. Certain Information Concerning
Your Partnership-Financial Data" is hereby amended to read as follows:
FINANCIAL DATA. The selected financial information of your partnership
set forth below for the years ended December 31, 1999 and 1998 is based on
audited financial statements. The selected financial information set forth below
for the three months ended March 31, 2000 and 1999 is based on unaudited
financial statements. This information should be read in conjunction with such
financial statements, including notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations of Your Partnership"
in the Annual Report on Form 10-KSB of your partnership for the year ended
December 31, 1999, and the Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000.
7
<PAGE> 8
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
----------------------- ----------------------
2000 1999 1999 1998
--------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING DATA:
Total revenues ...................................... $ 3,331 $ 2,880 $ 12,066 $ 11,204
Net income (Loss) ................................... (37) (144) (77) (1,128)
Net income (Loss) per limited partnership unit ...... (63.60) (247.35) (132.51) (1,932.86)
Distributions per limited partnership unit .......... 1,353.36 -- -- --
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
---------------------- ----------------------
2000 1999 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents ...................... $ 3,154 $ 2,612 $ 3,139 $ 2,078
Real estate, net of accumulated depreciation ... 38,960 39,935 39,513 40,422
Total assets ................................... 43,265 43,834 43,394 44,293
Notes payable .................................. 44,632 45,349 44,823 45,517
General Partners' Capital (Deficit) ............ (1,236) (1,213) (1,211) (1,209)
Limited Partners' Capital (Deficit) ............ (2,212) (1,475) (1,410) (1,335)
Partners' Capital (Deficit) .................... (3,448) (2,688) (2,621) (2,544)
Total distributions ............................ (790) -- -- --
Net increase (Decrease) in Cash
and cash equivalents ......................... 150 534 1,061 (400)
Net cash provided by operating
activities ................................... 665 231 2,958 (2,296)
</TABLE>
9. Annex II is hereby amended to add the following:
In June 2000, James N. Bailey was elected to the Board of Directors of
AIMCO. In 1973, Mr. Bailey co-founded Cambridge Associates, Inc., which is an
investment consulting firm for nonprofit institutions and wealthy family groups.
He is also co-founder, treasurer and director of The Plymouth Rock Company,
Direct Response Corporation and Homeowners's Direct Corporation, all United
States personal lines insurance company. He received his MBA and JD degrees in
1973 from Harvard Business School and Harvard Law School.
8
<PAGE> 9
ANNEX I
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP IN
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP (THE "PARTNERSHIP")
PURSUANT TO AN OFFER TO PURCHASE
DATED MAY 15, 2000 (THE "OFFER DATE")
BY
AIMCO PROPERTIES, L.P.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON JUNE 28, 2000, UNLESS EXTENDED
(AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE")
--------------------------------------------------------------------------------
TO PARTICIPATE IN THE OFFER, YOU MUST SEND A DULY COMPLETED AND EXECUTED COPY OF
THE ENCLOSED ACKNOWLEDGMENT AND AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED BY
THIS LETTER OF TRANSMITTAL SO THAT SUCH DOCUMENTS ARE RECEIVED BY RIVER OAKS
PARTNERSHIP SERVICES, INC., THE INFORMATION AGENT, ON OR PRIOR TO THE EXPIRATION
DATE, UNLESS EXTENDED. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. DELIVERY OF
THE ACKNOWLEDGMENT AND AGREEMENT OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS
OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY.
--------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP, PLEASE SEND IT TO THE INFORMATION
AGENT WITH THE ACKNOWLEDGMENT AND AGREEMENT.
---------------------------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THE ACKNOWLEDGMENT AND AGREEMENT, PLEASE CONTACT THE INFORMATION
AGENT AT (888) 349-2005 (TOLL FREE).
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE: (888) 349-2005
</TABLE>
NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE ACKNOWLEDGMENT AND AGREEMENT IS COMPLETED.
A-1
<PAGE> 10
Ladies and Gentlemen:
The signatory (the "Signatory") executing the Acknowledgment and Agreement
relating to the captioned offer (the "Acknowledgment and Agreement"), which is
enclosed, upon the terms and subject to the conditions set forth in the Offer,
hereby and thereby tenders to the Purchaser the units set forth in the box
entitled "Description of Units Tendered" on the Acknowledgment and Agreement,
including all interests in any limited partnership represented by such units
(collectively, the "Units"), at the consideration indicated in the Offer as
supplemented or amended. Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed thereto in such Acknowledgment and
Agreement.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby and thereby in accordance with the terms of the Offer, the
Signatory hereby and thereby irrevocably sells, assigns, transfers, conveys and
delivers to, or upon the order of, the Purchaser all right, title and interest
in and to such Units tendered hereby and thereby that are accepted for payment
pursuant to the Offer, including, without limitation, (i) all of the Signatory's
interest in the capital of the Partnership, and the Signatory's interest in all
profits, losses and distributions of any kind to which the Signatory shall at
any time be entitled in respect of the Units, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up, or dissolution, payments in
settlement of existing or future litigation, and all other distributions and
payments from and after the Expiration Date, in respect of the Units tendered by
the Signatory and accepted for payment and thereby purchased by the Purchaser;
(ii) all other payments, if any, due or to become due to the Signatory in
respect of the Units, under or arising out of the agreement and certificate of
limited partnership of the Partnership (the "Partnership Agreement"), or any
agreement pursuant to which the Units were sold (the "Purchase Agreement"),
whether as contractual obligations, damages, insurance proceeds, condemnation
awards or otherwise; (iii) all of the Signatory's claims, rights, powers,
privileges, authority, options, security interests, liens and remedies, if any,
under or arising out of the Partnership Agreement or Purchase Agreement or the
Signatory's ownership of the Units, including, without limitation, all voting
rights, rights of first offer, first refusal or similar rights, and rights to be
substituted as a limited partner of the Partnership; and (iv) all present and
future claims, if any, of the Signatory against the Partnership, the other
partners of the Partnership, or the general partner and its affiliates, under or
arising out of the Partnership Agreement, the Purchase Agreement, the
Signatory's status as a limited partner, or the terms or conditions of the
Offer, for monies loaned or advanced, for services rendered, for the management
of the Partnership or otherwise.
NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE SIGNATORY HEREBY AND THEREBY DIRECTS EACH GENERAL
PARTNER OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS
THE TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby and thereby,
the Signatory hereby requests that the Purchaser be admitted to the Partnership
as a substitute limited partner under the terms of the Partnership Agreement.
Upon request, the Signatory will execute and deliver additional documents deemed
by the Information Agent or the Purchaser to be necessary or desirable to
complete the assignment, transfer and purchase of Units tendered hereby and
thereby and will hold any distributions received from the Partnership after the
Expiration Date in trust for the benefit of the Purchaser and, if necessary,
will promptly forward to the Purchaser any such distributions immediately upon
receipt. The Purchaser reserves the right to transfer or assign, in whole or in
part, from time to time, to one or more of its affiliates, the right to purchase
Units tendered pursuant to the Offer, but any such transfer or assignment will
not relieve the Purchaser of its obligations under the Offer or prejudice the
rights of tendering unitholders to receive payment for Units validly tendered
and accepted for payment pursuant to the Offer.
By executing the enclosed Acknowledgment and Agreement, the Signatory
represents that either (i) the Signatory is not a plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section
2510.3-101 of any such plan, or (ii) the tender and acceptance of Units pursuant
to the Offer will not result in a nonexempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code.
The Signatory understands that a tender of Units to the Purchaser will
constitute a binding agreement between the Signatory and the Purchaser upon the
terms and subject to the conditions of the Offer. The Signatory recognizes that
under certain circumstances set forth in the Offer, the Purchaser may not be
required to accept for payment any of the Units tendered hereby. In such event,
the Signatory understands that any Acknowledgment and Agreement for Units
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not accepted for payment may be returned to the Signatory or destroyed by the
Purchaser (or its agent). THIS TENDER IS IRREVOCABLE, EXCEPT THAT UNITS TENDERED
PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND NO SUCH GENERAL PARTNER MAKES ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE SIGNATORY HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.
The Signatory hereby and thereby represents and warrants for the benefit of
the Partnership and the Purchaser that the Signatory owns all right, title and
interests to the Units tendered hereby and thereby and has full power and
authority and has taken all necessary action to validly tender, sell, assign,
transfer, convey and deliver the Units tendered hereby and thereby and that when
the same are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claims and that the transfer and assignment contemplated
herein and therein are in compliance with all applicable laws and regulations.
All authority herein or therein conferred or agreed to be conferred shall
survive the death or incapacity of the Signatory, and any obligations of the
Signatory shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the Signatory.
The Signatory represents and warrants that, to the extent a certificate
evidencing the Units tendered hereby and thereby (the "original certificate") is
not delivered by the Signatory together with the Acknowledgment and Agreement,
(i) the Signatory represents and warrants to the Purchaser that the Signatory
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Signatory's right, title and interests to the
Units, (ii) the Signatory has caused a diligent search of its records to be
taken and has been unable to locate the original certificate, (iii) if the
Signatory shall find or recover the original certificate evidencing the Units,
the Signatory will immediately and without consideration surrender it to the
Purchaser; and (iv) the Signatory shall at all times indemnify, defend, and save
harmless the Purchaser and the Partnership, its successors, and its assigns from
and against any and all claims, actions, and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, damages,
judgments, costs, charges, counsel fees, and other expenses of every nature and
character by reason of honoring or refusing to honor the original certificate
when presented by or on behalf of a holder in due course of a holder appearing
to or believed by the Partnership to be such, or by issuance or delivery of a
replacement certificate, or the making of any payment, delivery, or credit in
respect of the original certificate without surrender thereof, or in respect of
the replacement certificate.
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INSTRUCTIONS FOR COMPLETING THE ACKNOWLEDGMENT AND AGREEMENT
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
Acknowledgment and Agreement (or facsimile thereof) and any other required
documents must be received by the Information Agent at one of its addresses (or
its facsimile number) set forth herein before 5:00 P.M., New York time, on the
Expiration Date, unless extended. To ensure receipt of the Acknowledgment and
Agreement and any other required documents, it is suggested that you use
overnight courier delivery or, if the Acknowledgment and Agreement and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.
Our records indicate that you own the number of Units set forth in Box 2
entitled "Description of Units Tendered" on the Acknowledgment and Agreement
under the column entitled "Total Number of Units Owned (#)." If you would like
to tender only a portion of your Units, please so indicate in the space provided
in the box.
THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading the Letter of Transmittal
and completing the Acknowledgment and Agreement, to tender Units, unitholders
must sign at the "X" in the Signature Box (Box 1) of the Acknowledgment and
Agreement. The signature(s) must correspond exactly with the names printed (or
corrected) on the front of the Acknowledgment and Agreement. NO SIGNATURE
GUARANTEE ON THE ACKNOWLEDGMENT AND AGREEMENT IS REQUIRED IF THE ACKNOWLEDGMENT
AND AGREEMENT IS SIGNED BY THE UNITHOLDER (OR BENEFICIAL OWNER IN THE CASE OF AN
IRA). If any tendered Units are registered in the names of two or more joint
owners, all such owners must sign the Acknowledgment and Agreement.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the beneficial
owner should sign in the Signature Box and no signature guarantee is required.
Similarly, no signature guarantee is required if Units are tendered for the
account of a bank, broker, dealer, credit union, savings association, or other
entity which is a member in good standing of the Securities Agents Medallion
Program or a bank, broker, dealer, credit union, savings association, or other
entity which is an "eligible guarantor institution" as the term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934 (each an "Eligible
Institution").
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary or
representative capacity must sign at the "X" in the Signature Box and have their
signatures guaranteed by an Eligible Institution by completing the signature
guarantee set forth in Box 3 in the Acknowledgment and Agreement. If the
Acknowledgment and Agreement is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of a corporation, authorized partners of a
partnership or others acting in a fiduciary or representative capacity, such
persons should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence satisfactory to
the Purchaser of their authority to so act (see Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Acknowledgment and Agreement, additional documentation may be
required by the Purchaser under certain circumstances including, but not limited
to, those listed below. Questions on documentation should be directed to the
Information Agent at its telephone number set forth herein.
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for
executor or administrator; and
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<PAGE> 13
(a) a copy of applicable provisions of
the will (title page, executor(s)'
powers, asset distribution); or
(b)estate distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other
evidence of authority to act.
Partnerships should furnish a copy of
the partnership agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in the
registration, a copy of the cover page
of the trust or pension plan, along
with a copy of the section(s) setting
forth names and powers of trustee(s)
and any amendments to such sections or
appointment of successor trustee(s).
4. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder(s)'
taxpayer identification number ("TIN") and certify as true, under penalties of
perjury, the representations in Box 6 and Box 7 of the Acknowledgment and
Agreement. By signing the Signature Box, the unitholder(s) certifies that the
TIN as printed (or corrected) on Acknowledgment and Agreement in the box
entitled "Description of Units Tendered" and the representations made in Box 6
and Box 7 of the Acknowledgment and Agreement are correct. See attached
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for guidance in determining the proper TIN to give the Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic trust or
a domestic estate (collectively, "U.S. Persons"), as those terms are defined in
the Code, should follow the instructions below with respect to certifying Box 6
and Box 7 of the Acknowledgment and Agreement.
BOX 6 - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders must certify
to the Purchaser that the TIN as printed (or corrected) on the Acknowledgment
and Agreement in the box entitled "Description of Units Tendered" is correct. If
a correct TIN is not provided, penalties may be imposed by the Internal Revenue
Service (the "IRS"), in addition to the unitholder being subject to backup
withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax backup
withholding, the tendering unitholder must certify, under penalty of perjury,
that such unitholder is not subject to backup withholding. Certain unitholders
(including, among others, all corporations and certain exempt non-profit
organizations) are not subject to backup withholding. Backup withholding is not
an additional tax. If withholding results in an overpayment of taxes, a refund
may be obtained from the IRS.
When determining the TIN to be furnished, please refer to the following as a
guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name appears first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian (not necessary
to provide).
Custodial accounts for the benefit of minors - should reflect the TIN of the
minor.
Corporations, partnership or other business entities - should reflect the TIN
assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on the front of the Acknowledgment and Agreement is
correct.
BOX 7 - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the representations
made in Box 7, or be subject to withholding of tax equal to 10% of the
consideration for interests purchased. Tax withheld under Section 1445 of the
Code is not an additional tax. If withholding results in an overpayment of tax,
a refund may be claimed from the IRS.
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FOREIGN PERSONS -- In order for a tendering unitholder who is a Foreign Person
(i.e., not a U.S. Person, as defined above) to qualify as exempt from 31% backup
withholding, such foreign unitholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Forms for
such statements can be obtained from the Information Agent.
5. VALIDITY OF ACKNOWLEDGMENT AND AGREEMENT. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of an
Acknowledgment and Agreement and other required documents will be determined by
the Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for the Acknowledgment and Agreement) will be final and binding.
The Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall determine.
The Acknowledgment and Agreement will not be valid until any irregularities have
been cured or waived. Neither the Purchaser nor the Information Agent are under
any duty to give notification of defects in an Acknowledgment and Agreement and
will incur no liability for failure to give such notification.
6. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such person's
status as an assignee.
7. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person will be deducted from the consideration unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of the
Acknowledgment and Agreement or if consideration is to be sent to someone other
than such signer or to an address other than that set forth on the
Acknowledgment and Agreement in the box entitled "Description of Units
Tendered," the appropriate boxes on the Acknowledgment and Agreement must be
completed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
GIVE THE TAXPAYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. An individual account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
Funds, the first individual on the account
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
Either person
4. Custodian account of a minor (Uniform The minor (2)
Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)
6. Account in the name of guardian or The ward, minor or incompetent person (3)
committee for a designated ward, minor or
incompetent person (3)
7. a. The usual revocable savings The grantor trustee (1)
trust account (grantor is also
trustee)
The actual owner (1)
b. So-called trust account that is
not a legal or valid trust under
state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated
in the account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name of The partnership
the business
13. Association, club, or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district,
or prison) that receives agricultural
program payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
OBTAINING A NUMBER -- If you do not have a taxpayer identification number
or you do not know your number, obtain Form SS-5, Application for a Social
Security Number Card (for individuals), or Form SS-4, Application for Employer
Identification Number (for businesses and all other entities), at the local
office of the Social Security Administration or the Internal Revenue Service and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a) of the
Code.
- An exempt charitable remainder trust, or a non-exempt trust described
in section 4947 (a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441 of the Code.
- Payments to Partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Payments made to an appropriate nominee.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax exempt interest (including exempt interest dividends
under section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
- Payments made to an appropriate nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
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Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A of the Code.
PRIVACY ACT NOTICE -- Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether or
not recipients are required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If
you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
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<PAGE> 18
The acknowledgment and agreement and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
</TABLE>
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