<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)
RANCON PACIFIC REALTY L.P.
--------------------------------------------
(Name of Subject Company)
RANCON PACIFIC REALTY L.P.
RC PACIFIC REALTY PARTNERS, L.P.
----------------------------------------
(Name of Person(s) Filing Statement)
EXCHANGE UNITS OF LIMITED PARTNERSHIP INTEREST
PREFERRED UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------------------------------------------
(Title of Class of Securities)
751909 10 2
----------------------------------------------
((CUSIP) Number of Class of Securities)
Daniel L. Stephenson
Chief Executive Officer of RC Pacific Realty, Inc.
27740 Jefferson Avenue, Suite 200
Temecula, California 92590
(909) 676-6664
--------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notice of Communications on Behalf of the Person(s) Filing Statement)
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
The subject company is Rancon Pacific Realty, L.P., a California limited
partnership (the "Partnership"). The titles of the classes of equity securities
to which this Statement relates are (i) Exchange Units of limited partnership
interest of the Partnership ("Exchange Units"), and (ii) Preferred Units of
limited partnership interest of the Partnership ("Preferred Units"). The
Exchange Units and the Preferred Units are sometimes collectively referred to
herein as the "Units." The address of the principal executive offices of the
Partnership is 400 South El Camino Real, San Mateo, California 94402.
ITEM 2. TENDER OFFER OF THE BIDDERS.
This Statement relates to the offer (the "Offer") by Accelerated High Yield
Institutional Fund, L.P., a Florida limited partnership; Accelerated High Yield
Income Fund I, L.P., a Florida limited partnership; Accelerated High Yield
Income Fund II, L.P., a Florida limited partnership; Mackenzie Patterson Special
Fund, L.P., a California limited partnership; Mackenzie Patterson Special Fund
3, LLC, a California limited liability company; Mackenzie Patterson Specified
Income Fund, L.P., a California limited partnership; Previously Owned
Partnerships Income Fund, L.P., a California limited partnership; Cal-Kan, Inc.,
a Kansas corporation; JDF & Associates, LLC, a Texas limited liability company;
Moraga Gold, LLC, a California limited liability company; Ernest E. Pennell; and
Steven Gold (together, the "Bidders"), to purchase for cash up to 140,308
Exchange Units at $5.50 per Exchange Unit, and to purchase for cash up to
424,257 Preferred Units at $4.75 per Preferred Unit (less in each case the
amount of any distributions declared or paid with respect to the Units between
the date of the Bidders' Offer and the expiration date of the Offer), as
disclosed in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
dated June 10, 1998 filed by the Bidders with the Securities and Exchange
Commission. According to the Schedule 14D-1, the principal business address of
each of the Bidders other than Steven Gold, Ernest E. Pennell and JDF &
Associates, LLC is 1640 School Street, Moraga, California 94556, the principal
business address of Steven Gold is Four Embarcadero, Suite 3610, San Francisco,
California 94111, the principal business address of Ernest E. Pennell is 244A
Palomar Street, Chula Vista, California 91911, and the principal business
address of JDF & Associates, LLC is 118 Glynn Way, Houston, Texas 77056.
ITEM 3. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by the Partnership and the general
partner of the Partnership, RC Pacific Realty Partners, L.P., a Delaware limited
partnership (the "General Partner"). The address of the General Partner is
27740 Jefferson Avenue, Suite 200, Temecula, California 92590. The name and
business address of the Partnership are set forth in Item 1 above.
(b)(1) The Partnership and the General Partner are each limited
partnerships and have no executive officers or directors. Pursuant to the
agreement of limited partnership governing the Partnership (as amended, the
"Partnership Agreement"), the General Partner has an interest in the Partnership
and also receives certain fees. Most of the financial benefits of such interest
and fees have been assigned by the General Partner to Glenborough Corporation, a
California corporation (the "Manager"), which is not an affiliate of the
Partnership or the General Partner and which manages and operates the
Partnership and all of its assets pursuant to a management agreement. The
Manager, the General Partner, the general partner of the General Partner, and
certain officers and directors of the general partner of the General Partner,
and other affiliates of the General Partner, beneficially own Units. The
Manager owns 40,093 Units (approximately 1.4% of the outstanding Units). The
total amount of Units owned by the General Partner and
2
<PAGE>
the general partner of the General Partner (and its directors and executive
officers) is less than 1% of the outstanding Units. Except as described herein,
to the best knowledge of the Partnership, there are no material contracts,
agreements, arrangements or understandings or any actual or potential conflicts
of interest between the Partnership on the one hand and the General Partner or
the directors and executive officers of the General Partner or affiliates
thereof on the other hand, with respect to the Offer.
(b)(2) To the best knowledge of the Partnership, there are no material
contracts, agreements, arrangements or understandings or any actual or potential
conflicts of interest between the Partnership or the General Partner or
executives or directors of the General Partner or affiliates thereof, on the one
hand, and the Bidders or their executive officers, directors or affiliates, on
the other hand.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The General Partner has determined that the Offer is inadequate and
not in the best interests of the limited partners and recommends that limited
partners of the Partnership reject the Offer and not tender their Exchange Units
or Preferred Units pursuant to the Offer (or, if any limited partner has
previously tendered Units, that they consider withdrawing their tenders by
following the procedures set forth under "Section 4. Withdrawal Rights" in the
Bidders' Offer to Purchase dated June 10, 1998 (exhibit (a)(1) to the Bidders'
Schedule 14D-1)). The General Partner believes that the Offer price does not
reflect the value of the Partnership's assets and is too low to be fair to the
limited partners.
(b) The reasons for the position taken by the General Partner are as
follows:
- ALL OF THE PARTNERSHIP'S PROPERTIES HAVE BEEN SOLD.
On June 4, 1998 the Partnership entered into definitive agreements
(the "Contracts") for the sale (the "Sale") of all of its real estate
assets (the "Properties") to CT Realty Corporation, a California
corporation ("Purchaser"), for an aggregate purchase price of
approximately $56,000,000. The Purchaser is not affiliated with the
Partnership, the General Partner or the Manager. The purchase price
was determined through arms' length negotiations between the Purchaser
and the Manager, under the guidance and subject to the approval of the
General Partner. The Sale was consummated on June 30, 1998.
- THE GENERAL PARTNER CURRENTLY ESTIMATES THAT THE AGGREGATE NET
DISTRIBUTABLE CASH PROCEEDS FROM THE SALE AND FROM CERTAIN OF THE
REMAINING PARTNERSHIP ASSETS WILL BE AT LEAST APPROXIMATELY
$10.00 PER EXCHANGE UNIT, AND AT LEAST APPROXIMATELY $9.00 PER
PREFERRED UNIT, AMOUNTS SUBSTANTIALLY IN EXCESS OF THE PURCHASE
PRICES CONTAINED IN THE OFFER.
The foregoing estimates reflect the actual net proceeds from the Sale
(calculated by reducing the aggregate purchase price by, among other
things, closing costs, including broker's commissions, a sales fee to
the Manager, title costs, surveys, legal fees and transfer taxes, as
well as repayment of mortgage debt guaranteed by the Manager and
payment to a joint venture partner in certain of the properties of its
applicable portion of the purchase price), plus the Partnership's
other assets net of known liabilities (including, among other things,
certain fees to the Manager and a fee for investor relations
services), reduced by reserves for unknown liabilities including
estimated attorneys fees and other costs associated with the
litigation described under Item 8 as well as estimated dissolution
costs. Relative to such estimated net distributable cash proceeds
from the Sale and from certain of the remaining Partnership assets,
3
<PAGE>
the General Partner believes that the Offer ($5.50 per Exchange Unit
and $4.75 per Preferred Unit, less in each case the amount of any
distributions declared or paid with respect to the Units between the
date of the Bidders' Offer and the expiration date of the Offer) is
too low to be recommended by the General Partner. As of the date of
the filing of this Statement, the General Partner has not determined
whether the Sale will result in a gain that will be taxable, and in
reaching its recommendation and preparing the foregoing estimates, the
General Partner did not take into account individual tax consequences
(federal, state or local), which may vary significantly among limited
partners. In accordance with the Partnership Agreement and the
management agreement between the Partnership and the Manager, the
General Partner estimates that in connection with the Sale and
distribution of net proceeds, the Manager will receive a transaction
fee of $1,120,000 (2% of the Sale price), as well as the following
interests of the General Partner which were assigned to the Manager in
1994: the General Partner's subordinated organizational and
transaction fee ($1,395,000), the General Partner's 1% of share of the
anticipated distributions (estimated to be approximately $317,000),
and the General Partner's subordinated profit participation (estimated
to be approximately $2,118,000).
- THE GENERAL PARTNER CURRENTLY ANTICIPATES THAT A DISTRIBUTION OF
A SUBSTANTIAL PORTION OF THE NET PROCEEDS FROM THE SALE WILL BE
MADE WITHIN APPROXIMATELY 60 DAYS.
The General Partner intends to hold the net proceeds to the
Partnership from the Sale until August 1998 and then distribute such
net proceeds as quickly as events allow thereafter. Pending
distribution to the partners, the net proceeds of the Sale will be
held by the Partnership in short-term, interest-bearing liquid
investments. As indicated above, other cash on hand will be held as
reserves to make provision for remaining Partnership known and unknown
liabilities. The reserves are not currently expected to be
substantial and the Partnership currently anticipates that the amount
of such reserves will ultimately exceed the amount of the known and
unknown liabilities. The General Partner's current plan is to
dissolve and wind up the affairs of the Partnership and to make a
final distribution of any remaining assets of the Partnership in the
third or fourth quarter of 1998. However, there can be no assurances
that the distribution of the net proceeds from the Sale and the
dissolution of the Partnership will take place within the estimated
time frames. It is possible that it will take more time than was
initially estimated to distribute the net proceeds of the Sale, wind
up the affairs of the Partnership and/or dissolve, but it is the
Partnership's intention to do so as quickly as events allow (subject
to any limitations described above).
- LIMITED PARTNERS WHO SELL ANY UNIT TO THE BIDDERS WILL NOT
RECEIVE ANY DISTRIBUTIONS TO BE MADE BY THE PARTNERSHIP WITH
RESPECT TO THAT UNIT ONCE THAT UNIT IS SOLD, INCLUDING
DISTRIBUTIONS OF THE NET PROCEEDS FROM THE SALE OR ANY
DISTRIBUTIONS UPON DISSOLUTION OF THE PARTNERSHIP.
- AS SET FORTH IN THE BIDDERS' MATERIALS MAILED TO EACH OF THE
LIMITED PARTNERS, THE BIDDERS ARE MAKING THE OFFER FOR INVESTMENT
PURPOSES AND WITH THE INTENTION OF MAKING A PROFIT FROM THE
OWNERSHIP OF THE EXCHANGE UNITS AND PREFERRED UNITS.
In establishing the purchase price of $5.50 per Exchange Unit and
$4.75 per Preferred Unit (less in each case the amount of any
distributions declared or paid with respect to the Units between the
date of the Bidders' Offer and the expiration date of the Offer), the
Bidders were motivated to establish the lowest price which might be
acceptable to limited partners consistent with the Bidders'
objectives.
4
<PAGE>
THE GENERAL PARTNER URGES ALL LIMITED PARTNERS TO CAREFULLY CONSIDER ALL 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 EXCHANGE UNITS OR PREFERRED UNITS. IN PARTICULAR, THE GENERAL PARTNER HAS
NOT TAKEN INTO ACCOUNT THE TAX CONSEQUENCES TO INDIVIDUAL LIMITED PARTNERS AS A
RESULT OF EITHER (A) THE SALE AND THEN DISSOLUTION OF THE PARTNERSHIP, OR (B)
ACCEPTING OR REJECTING THE OFFER, AND THOSE TAX CONSEQUENCES COULD VARY
SIGNIFICANTLY FOR EACH LIMITED PARTNER BASED ON SUCH LIMITED PARTNER'S UNIQUE
TAX SITUATION OR OTHER CIRCUMSTANCES. NO INDEPENDENT PERSON HAS BEEN RETAINED TO
EVALUATE OR RENDER ANY OPINION WITH RESPECT TO THE FAIRNESS OF THE OFFER PRICE.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor the General Partner, nor any person acting
on their behalf intends to employ, retain or compensate any other person to make
solicitations or recommendations to the limited partners of the Partnership in
connection with the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) To the best knowledge of the Partnership and the General Partner,
no transactions in the Units have been effected during the past 60 days by the
Partnership, by the General Partner, or by any affiliates or subsidiaries of
such persons (including the general partner of the General Partner, or any
executive officer or director of the general partner of the General Partner).
(b) To the best knowledge of the Partnership and the General Partner,
the General Partner, the general partner of the General Partner, the officers
and directors of the general partner of the General Partner, and any affiliate
or subsidiary of the General Partner do not presently intend to tender to the
Bidders any Units currently held of record or beneficially owned by such
persons.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) The Partnership is not engaged in any negotiation in response to
the Offer which relates to or would result in: (1) an extraordinary transaction
such as a merger or reorganization, involving the Partnership or any subsidiary
of the Partnership; (2) a purchase, sale or transfer of a material amount of
assets by the Partnership or any subsidiary of the Partnership; (3) a tender
offer for or other acquisition of securities by or of the Partnership; or (4)
any material change in the present capitalization or distribution policy of the
Partnership.
As indicated under Item 4 above, the Partnership has sold all its
Properties and intends to wind up its affairs and dissolve. The Contracts for
the sale of the Properties described in Item 4 above were entered into (and the
Partnership's plans for dissolution were formulated) prior to the Bidders' Offer
and were not entered into (or formulated) in response to the Offer.
(b) There are no transactions, board or partnership resolutions,
agreements in principle, or signed contracts in response to the Offer, which
relate to or would result in one or more of: (1) an extraordinary transaction
such as a merger or reorganization, involving the Partnership or any subsidiary
of the Partnership;
5
<PAGE>
(2) a purchase, sale or transfer of a material amount of assets by the
Partnership or any subsidiary of the Partnership; (3) a tender offer for or
other acquisition of securities by or of the Partnership; or (4) any material
change in the present capitalization or distribution policy of the Partnership.
As indicated under Item 7(a) and described under Item 4, however, the
Partnership, prior to the Offer, had entered into Contracts for the Sale of all
of its Properties and had formulated the intention to wind up its affairs and
dissolve after consummation of the Sale. The Sale was consummated on June 30,
1998.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On December 17, 1996 and February 20, 1998, respectively,
substantially identical lawsuits were filed in California Superior Court in San
Diego, California, by alleged homeowners against a number of defendants,
including the Partnership. The lawsuits allege, among other things,
construction defects with respect to properties in a development known as
"Promenade at La Costa" owned by RC Inland Development Ltd. The plaintiffs, who
also allege fraud and misrepresentation, are seeking unspecified damages. As
"Promenade at La Costa" is not part of the Properties previously owned by the
Partnership and the Partnership has had no involvement with the properties in
such development, the General Partner believes that the allegations in the
lawsuits against the Partnership are without merit. The Partnership intends to
seek dismissal of the lawsuits against it, although there can be no assurance
that the lawsuits will be dismissed or that any such dismissal will occur
promptly after being sought by the Partnership.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter to Limited Partners dated June 30, 1998.*
(b) Not applicable.
(c) Not applicable.
-------------------------------------
* The only written solicitation or recommendation which has been
published or sent or given to limited partners in connection with
the recommendation referred to in Item 4.
6
<PAGE>
SIGNATURE
After reasonable 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.
RANCON PACIFIC REALTY L.P.
By: RC PACIFIC REALTY PARTNERS, L.P.
(the general partner of Rancon
Pacific Realty L.P.)
Dated: June 30, 1998 By: /s/ Daniel L. Stephenson
-------------------------------
Daniel L. Stephenson,
Director, President, Chief
Executive Officer and Chief
Financial Officer of
RC Pacific Realty, Inc.,
the General Partner of
RC Pacific Realty
Partners, L.P.
RC PACIFIC REALTY PARTNERS, L.P.
Dated: June 30, 1998 By: /s/ Daniel L. Stephenson
-------------------------------
Daniel L. Stephenson,
Director, President, Chief
Executive Officer and Chief
Financial Officer of
RC Pacific Realty, Inc.,
the General Partner of
RC Pacific Realty
Partners, L.P.
7
<PAGE>
RANCON PACIFIC REALTY L.P.
400 South El Camino Real
San Mateo, California 94402
June 30, 1998
Dear Limited Partners:
Rancon Pacific Realty L.P., a California limited partnership (the
"Partnership"), has reviewed the unsolicited tender offer to purchase units of
limited partnership interest of the Partnership for a price of $5.50 per
Exchange Unit, and $4.75 per Preferred Unit made by Accelerated High Yield
Institutional Fund, L.P. and several other persons and entities (collectively,
the "Bidders"), most of which are affiliates of MacKenzie Patterson, Inc.
- --------------------------------------------------------------------------------
LIMITED PARTNERS SHOULD BE AWARE THAT:
- THE PARTNERSHIP'S PROPERTIES HAVE ALREADY BEEN SOLD.
- IF YOU DO NOT TENDER YOUR UNITS TO THE BIDDERS, WITHIN
APPROXIMATELY 60 DAYS THE GENERAL PARTNER ANTICIPATES YOU WILL
RECEIVE CASH DISTRIBUTIONS FROM THE PARTNERSHIP THAT THE GENERAL
PARTNER ESTIMATES WILL EXCEED 180% OF THE PRICES YOU HAVE BEEN
OFFERED BY THE BIDDERS FOR YOUR UNITS IN THE TENDER OFFER.
- IF YOU HAVE ALREADY TENDERED YOUR UNITS TO THE BIDDERS, YOU CAN
STILL WITHDRAW YOUR TENDER.
- --------------------------------------------------------------------------------
The General Partner of the Partnership has determined that the offer by the
Bidders is inadequate and not in the best interests of the Partnership or its
limited partners. Accordingly, the General Partner recommends that the limited
partners reject the offer.
All of the Partnership's properties have been sold in sales completed
today, June 30, 1998. The General Partner currently estimates that the
aggregate net distributable cash proceeds from the sale of such properties and
from certain of the remaining Partnership assets are expected to be at least
approximately $10.00 per Exchange Unit, and at least approximately $9.00 per
Preferred Unit, amounts substantially in excess of the purchase prices contained
in the tender offer. The General Partner currently anticipates that a
distribution of a substantial portion of the net proceeds from the sale of the
properties will be made within approximately 60 days. However, limited partners
who sell any Unit to the Bidders will NOT receive any distributions to be made
by the Partnership with respect to that Unit, including distributions of the net
proceeds from the sale of the Partnership's properties and dissolution of the
Partnership.
-1-
<PAGE>
To the extent any limited partner has previously tendered Units pursuant to
the Bidders' offer, the General Partner recommends that they consider
withdrawing their tender by following the procedures set forth under "Section 4.
Withdrawal Rights" in the Bidders' Offer to Purchase dated June 10, 1998. The
Offer to Purchase provides that Units tendered pursuant to the Bidders' offer
may be withdrawn at any time prior to the expiration date of the offer and,
unless theretofore accepted for payment as provided in the Offer to Purchase,
may also be withdrawn at any time after August 10, 1998 (or such later date as
may apply in the event the offer is extended). According to the Offer to
Purchase, in order to withdraw Units, a limited partner should send a written or
facsimile transmission notice of withdrawal to the depositary for the offer at
the following address or facsimile number: MacKenzie Patterson, Inc., 1640
School Street, Moraga, California 94556; facsimile no.: (925) 631-9119. The
notice of withdrawal should specify the name of the person tendering the notice
of withdrawal and must be signed by the person(s) who signed the letter of
transmittal in the same manner as the letter of transmittal was signed. For
convenience, forms of withdrawal notices are attached which can be used by a
limited partner who decides to withdraw Units previously tendered in the Offer.
The attached Schedule 14D-9, which has been filed with the Securities and
Exchange Commission by the Partnership and the General Partner, expands upon the
reasons for the General Partner's determination concerning the Bidders' offer,
and contains additional information relating to the General Partner's
recommendation including additional information regarding the estimate of the
amount of distributable cash from the property sale, as well as the assumptions
and qualifications upon which such estimate is based and which could cause the
actual distributable cash from such sale to vary from the estimate. The
Schedule 14D-9 also contains additional information regarding the estimated
timing of distributions of such cash and dissolution of the Partnership. We
urge you to read the Schedule 14D-9 carefully.
If you have any questions concerning these matters please call Preferred
Partnership Services, Inc. at (888) 909-7774 or (510) 713-0241.
Sincerely,
RANCON PACIFIC REALTY L.P.,
a California limited Partnership
By: RC PACIFIC REALTY PARTNERS, L.P.
(the general partner of Rancon Pacific
Realty L.P.)
By: /s/ Daniel L. Stephenson
-----------------------------------
Daniel L. Stephenson,
Director, President, Chief
Executive Officer and Chief
Financial Officer of
RC Pacific Realty, Inc. ,
the General Partner of
RC Pacific Realty Partners, L.P.
-2-
<PAGE>
NOTICE OF WITHDRAWAL
(Preferred Units)
To: MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
Re: Withdrawal of Tendered Preferred Units of Limited Partnership Interests of
Rancon Pacific Realty, L.P. ("Units")
Pursuant to Section 4 of the Offer to Purchase by Accelerated High Yield
Institution Fund, L.P.; Accelerated High Yield Income Fund I, L.P.; Accelerated
High Yield Income Fund II, L.P.; MacKenzie Patterson Special Fund, L.P.;
MacKenzie Patterson Special Fund 3, LLC; MacKenzie Specified Income Fund, L.P.;
Previously Owned Partnership Income Fund, L.P.; Cal-Kan, Inc.; JDF & Associates,
LLC; Moraga Gold, LLC; Ernest E. Pennell; and Steven Gold (collectively the
"Purchasers") dated June 10, 1998, the undersigned hereby withdraws the
undersigned's tender of all Units previously tendered to the Purchasers.
- ------------------------ ----------- ------------------------- -----------
Signature of Owner Date Signature of Owner Date
(as set forth on Letter (as set forth on Letter
of Transmittal to of Transmittal to
Purchasers) Purchasers)
Medallion Signature Guarantee of Owner Medallion Signature Guarantee of Owner
- ------------------------------------- -------------------------------------
Tax ID No. or Social Security No. Tax ID No. or Social Security No.
of Owner of Owner
<PAGE>
NOTICE OF WITHDRAWAL
(Exchange Units)
To: MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
Re: Withdrawal of Tendered Exchange Units of Limited Partnership Interests of
Rancon Pacific Realty, L.P. ("Units")
Pursuant to Section 4 of the Offer to Purchase by Accelerated High Yield
Institution Fund, L.P.; Accelerated High Yield Income Fund I, L.P.; Accelerated
High Yield Income Fund II, L.P.; MacKenzie Patterson Special Fund, L.P.;
MacKenzie Patterson Special Fund 3, LLC; MacKenzie Specified Income Fund, L.P.;
Previously Owned Partnership Income Fund, L.P.; Cal-Kan, Inc.; JDF & Associates,
LLC; Moraga Gold, LLC; Ernest E. Pennell; and Steven Gold (collectively the
"Purchasers") dated June 10, 1998, the undersigned hereby withdraws the
undersigned's tender of all Units previously tendered to the Purchasers.
- ------------------------ ----------- ------------------------- -----------
Signature of Owner Date Signature of Owner Date
(as set forth on Letter (as set forth on Letter
of Transmittal to of Transmittal to
Purchasers) Purchasers)
Medallion Signature Guarantee of Owner Medallion Signature Guarantee of Owner
- ------------------------------------- -------------------------------------
Tax ID No. or Social Security No. Tax ID No. or Social Security No.
of Owner of Owner
