<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 12, 1998
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
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(Exact name of Registrant as specified in charter)
California 033-22857 95-4166241
- --------------- ------------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
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Address of Principal Executive Offices
Registrant's telephone including area code: 310/278-2191
Page 1 of 3
<PAGE> 2
Item 5. Other Events.
The Registrant recently became aware through several of its limited
partners that an entity identified as MacKenzie Patterson, Inc. was apparently
conducting a tender offer for units in the Registrant pursuant to an "Offer to
Purchase Limited Partnership Interest @ $5.75 per Unit." Registrant has no
further information about this "Offer to Purchase" or MacKenzie Patterson, Inc.
By letter dated February 12, 1998, the Registrant's general partners, on behalf
of the Registrant, urged the limited partners to consult with their tax advisors
about the tax consequences that could result from a sale of their units. Copies
of the "Offer to Purchase" and the Registrant's letter are attached hereto as
exhibits.
In addition, the Registrant became aware that an entity identified as
Smithtown Bay, LLC was apparently conducting a tender offer for units in the
Registrant pursuant to an "Offer to Purchase Limited Partnership Units."
Registrant has no further information about this "Offer to Purchase" or
Smithtown Bay, LLC. Copies of the "Offer to Purchase" is attached hereto as
exhibit.
EXHIBITS
The following exhibits are attached to this Current Report and thereby made
a part thereof:
1. Copy of the "Offer to Purchase" documents as received from
Registrant's limited partners.
2. Copy of Registrant's letter to its limited partners, dated
February 12, 1998.
3. Copy of the "Offer to Purchase" documents as received from
Smithtown Bay, LLC.
Page 2 of 3
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: July 13, 1998
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.,
a California limited partnership
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
------------------------------
ITS: President
-------------------------
Page 3 of 3
<PAGE> 4
[THE HILLCRESTE LOGO]
Century Hillcreste Apartment Investors, L.P.
February 12, 1998
RE: Century HillCreste Apartment Investors, L.P.
Dear Investor:
Several limited partners have called or written us to tell us that they
have received an unsolicited tender offer to buy their interests in Century
HillCreste Apartment Investors, L.P. ("Century HillCreste") ("the Partnership").
The buyer, MacKenzie Patterson Inc., is not affiliated with the Managing General
Partner of Century HillCreste. Various other entities have made unsolicited
offers to the Partnership over the past year and the prices have ranged from
$4.25 to $5.25 per $10 unit. The MacKenzie Patterson buyer is offering $5.75 per
unit for 250,000 units out of 7,258,000 units outstanding. This price represents
83.3% of the per unit Net Asset Value, as of December 31, 1996, as reflected in
the independent appraised value of the Partnership's property. Furthermore, your
Managing General Partner has been informed that the informal market prices
during the year have ranged from $4.25 to $5.75 per unit, and that these trades
usually represent distressed sales, the absence of liquidity and certain
transfer costs to the investors.
In addition, the Managing General Partner of the Partnership expects to
solicit the consent of the limited partners to a proposed transaction pursuant
to which the Century HillCreste Apartment Complex would be sold to a real estate
investment trust (the "REIT") to be organized by affiliates of the Managing
General Partner. Proxy materials have not yet been filed with the Securities and
Exchange Commission, although the filing is expected to take place shortly. The
Managing General Partner's solicitation of consents is not expected to commence
until late in the first quarter of 1998. If the Managing General Partner's
proposed transaction is consummated, limited partners would receive
distributions of net sales proceeds according to their proportionate interests.
The sales terms currently contemplate a sales price for the complex of
$52,500,000, which would result in a distribution of net sales proceeds and
available cash of approximately $7.68 per unit. It should be noted that the sale
is subject to a number of conditions including approval of the proxy by the
Securities and Exchange Commission as well as the approval by the limited
partners of the proposed sale.
9090 Wilshire Boulevard, Suite 201
Beverly Hills, California 90211
(310) 278-2191
<PAGE> 5
Page 2
Century HillCreste Apartment Investors, L.P.
Any limited partner who sells his or her limited partnership interest
pursuant to MacKenzie Patterson's unsolicited offer (assuming such interest was
acquired in the original offering made by the Partnership), is expected to
recognize taxable gain in an amount generally equal to the excess of the sales
price of such interest, over the tax basis. Any investor who acquired his
interest after the original offering may have a gain or a loss, depending upon
the price paid for such interests. Each investor should consult with his or her
tax advisor regarding the amount and character of any such gain or loss.
THE MANAGING GENERAL PARTNER URGES EACH INVESTOR TO CAREFULLY CONSIDER THE
FOREGOING INFORMATION BEFORE TENDERING HIS OR HER UNITS TO THE TENDERING BUYER.
ALTHOUGH THE OFFER LETTER STATES THAT INVESTORS CANNOT WITHDRAW UNITS WHICH MAY
ALREADY HAVE BEEN TENDERED, YOU SHOULD CONSULT WITH YOUR ATTORNEY TO DETERMINE
IF THIS REQUIREMENT IS ENFORCEABLE SHOULD YOU WISH TO RECONSIDER YOUR DECISION
TO TENDER.
Sincerely,
National Partnership Investments Corp.
Managing General Partner
/s/ Charles H. Boxenbaum /s/ Bruce E. Nelson
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
<PAGE> 6
[MP LOGO]
To: THE HOLDERS OF LIMITED PARTNERSHIP INTERESTS IN:
CENTURY HILLCRESTE APARTMENTS
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS @ $5.75 PER UNIT
MacKenzie Patterson, Inc., and its Affiliates (collectively "MPI"),
hereby offer to purchase up to 250,000 of the outstanding Limited Partnership
Units (the "Units") of Century Hillcreste Apartments, (the "Partnership"), for
$5.75 per Unit (the "Purchase Price"), less a one time transfer fee charged by
the general partners of $50 per transfer, net to the seller in cash which amount
will be reduced by any cash distributions made to you by the Partnership after
January 23, 1998. The 250,000 Units sought pursuant to this offer represent
approximately 3.4% of the total outstanding Units at December 31, 1997. MPI does
not charge any transactional fees. To calculate the total proceeds that would be
paid to you, multiply the number of Units you own by $5.75 per Unit and subtract
$50 from the total. To accept this offer, please execute the enclosed Assignment
Form, and return it in the enclosed envelope. THE UNITS WILL BE PURCHASED ON A
FIRST-COME, FIRST-BUY BASIS. Please respond quickly as we are limited to
purchasing 250,000 Units. OUR OFFER WILL EXPIRE AT MIDNIGHT ON FEBRUARY 20,
1998.
MPI will be acquiring the Units for investment purposes, and does not
intend to resell them. The $5.75 Purchase price was determined as a result of
MPI's own independent analysis. The Purchase Price does not necessarily
represent the fair market value or liquidation value of each Unit, nor does the
Purchase Price necessarily correspond with recent trade prices for the Units in
the secondary market where such Units may trade (please see below). MPI believes
the value of the Units exceeds the Purchase Price. No independent person was
retained to evaluate or render any opinion with respect to the fairness of the
Purchase Price.
Neither MacKenzie Patterson, Inc., nor any of its affiliates are affiliated
in any way with the Partnership or its general partner. Affiliates of MPI
currently own less than one half of one percent of the outstanding units. MPI
may purchase, from time to time, additional Units on the secondary market, or
through registered tender offers, at prices which may vary from the price
offered herein.
Reasons to consider selling your interest in Century Hillcreste
Apartments include:
- - NO FUTURE IRS FILING REQUIREMENTS. If you sell all your units to us, 1998
will be the final year for which you will be obligated to file a K-1 for the
partnership, with your tax return. This may represent a substantial reduction
in costs associated with filing complicated tax returns.
- - ILLIQUIDITY OF UNITS. The relative illiquidity of the Units resulting from
the absence of a formal trading market make the Units difficult to sell.
According to the most recently reported trading prices in leading industry
publications, the Partnership Spectrum(1) and the Stanger Report(2), units
- -----------
(1) PARTNERSHIP SPECTRUM, Partnership Profiles, Inc., September/October 1997.
<PAGE> 7
of the partnership have traded at prices of $xxx per unit during the last
three month period reported. The reported trading prices do not take into
consideration any fees that a seller would pay, including General Partner
Transfer Fees, and therefore; may not be the actual amount the seller was
paid for their units.
- - SIMPLIFIED IRA CONSOLIDATION. If you own more than one IRA and are trying to
consolidate your IRA accounts, selling your limited partnership investment for
cash can make consolidation easier and more cost effective.
- - LONG HOLDING PERIOD. The general partner has stated that he intends to hold
the property in the partnership until the real estate market approximates the
original purchase price of the property. In fact, the general partner has
stated that he believes that the limited partnership agreement will not allow
a sale of the property until a full recovery is made. The partnership
originally paid in excess of $72 million for the property, and to date, they
have only received offers up to $48 million. The holding period for this
partnership could be a very long time. Some investors may want to place their
investment money into a more liquid investment.
Should you have any questions concerning this offer, please feel free to
give our offices a call at (510) 631-9100.
Sincerely,
MACKENZIE PATTERSON, INC.
For an efficient transfer of units and quicker payment of sales proceeds, please
be sure to do the following:
1. Please completely fill out Box A including name(s) of owner(s), social
security number(s) and address. It is important that all registered owners
be included on, and sign this assignment form.
2. If you are unaware of how many units you own please call the general partner.
Or, simply write "All" next to units tendered if you wish to tender all your
units.
3. If the units are held in a custodial account (IRAs, Keoghs, etc.), the
custodian also has to execute the assignment form (see Box "B"). For
custodians, please include a copy of the corporate resolution that denotes
appropriate signatories.
4. For Trusts and Corporations, please enclose a copy of the Trust Agreement
and/or corporation resolution naming the authorized signatories, including
signature pages.
5. Estates should enclose a copy of the death certificate, and/or an affidavit
of domicile, and a court appointment as executor or personal representative.
- ----------
(2) THE STRANGER REPORT, Robert Stanger & Co., Fall, 1997.
<PAGE> 8
ASSIGNMENT FORM
For Limited Partnership Units
of
Century Hillcreste Apartments
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers, conveys, and delivers and
irrevocably directs any custodian or trustee to sell, assign, transfer, convey
and deliver (the "Transfer") to MacKenzie Patterson, Inc., or its Assigns (the
"Purchaser"), all of the Seller's right, title and interest in limited
partnership units (the "Units") in Century Hillcreste Apartments, a California
limited partnership (the "Partnership"), for $5.75 per Unit, less a one time
general partner transfer fee in the amount of $50.00, net to the Seller in cash,
which amount shall be reduced by any distributions made to the Seller by the
Partnership after January 23, 1998. MacKenzie Patterson, Inc., may name any of
its affiliates as assignee.
Such Transfer 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's Agreement of Limited Partnership, as amended (the "Partnership
Agreement"). The Seller hereby irrevocably constitutes and appoints the
Purchaser as the true and lawful agent and attorney-in-fact of the Seller with
respect to such Units, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to vote,
inspect Partnership books and records or act in such manner as any such
attorney-in-fact shall, in its sole discretion, deem proper with respect to such
Units, to deliver such Units and transfer ownership of such Units on the
Partnership's books maintained by the General Partner of the Partnership,
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Purchaser, to direct any custodian or trustee holding
record title to the Units to do any of the foregoing, including the execution
and delivery of a copy of this Agreement of Transfer, and upon payment by the
Purchaser of the purchase price, to receive all benefits and cash distributions,
change the address therefore on the Partnership's records, endorse Partnership
checks payable to the Seller, and otherwise exercise all rights of beneficial
ownership of such Units. The Purchaser shall not be required to post bond on any
nature in connection with this power of attorney.
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 such Units to the Purchaser, 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. If the undersigned is signing on behalf of an
entity, the undersigned declares that he has authority to sign this document on
behalf of the entity. 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, that the Seller does not own beneficially or of record more than 5% of
the outstanding Units of the Partnership.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity or liquidation of the Seller and any obligations of the Seller
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
By signing this Letter of Transmittal the Seller is hereby giving authority to
MacKenzie Patterson, Inc. to institute a change of address for all future
distributions checks to be sent directly to MacKenzie Patterson at the address
known as 1640 School Street Suite 100 Moraga California 94556.
Upon request, the Seller will execute and deliver, and irrevocably directs any
custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
<PAGE> 9
The Seller hereby certifies, under penalty or perjury that the number shown
below on this form as the Seller's Taxpayer Identification Number is correct,
and the Seller is not subject to back-up withholding either because Seller has
not been notified by the Internal Revenue Service (the "IRS") that Seller is
subject to back-up withholding as a result of a failure to report all interest
or dividends, or the IRS has notified Seller that Seller is no longer subject to
back-up withholding.
The Seller hereby also certifies, under penalties of perjury, that the Seller,
if an individual, is not a non-resident 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 Regulation). 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.
PLEASE PRINT ALL INFORMATION EXCEPT FOR THE SIGNATURE BOX
_______________________________________________________________________________
Box A~ \ Box B~
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Owner(s) \ Custodian
\
\
\
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Owner(s) Signature \ Custodian Signature
\
\
\
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Date of Signature \ Date of Signature
\
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Social Security Number \ Tax ID Number
\
- -------------------------------------------------------------------------------
Address \ Address
\
\
\
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Units of Century Hillcreste \ Units of Century Hillcreste
\
\
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Signature Guarantee \ Signature Guarantee
\
\
\
\
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The signature guarantee box must be a medallion guarantee which can be obtained
by a broker or bank. If you are having difficulty obtaining a medallion
guarantee, please enclose a check in the amount of $5.00 made payable to
Northcoast Securities and they will obtain the necessary signature on your
behalf.
MARY A. WICHMANN
SHEARSON AS IRA CUSTODIAN
HC 10 BOX 63A
DETROIT LAKES, MN 56501-8810
<PAGE> 10
NOTICE:
OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS
SMITHTOWN BAY, LLC
1650 Hotel Circle North, Suite 200
San Diego, CA 92108
(800) 891-4105
April 15, 1998
Investor Number: CENTURY HILLCRESTE APARTMENT
INVESTORS, L.P.
Units Owned:
Sale Proceeds:
Subject to the terms set forth below:
Dear Investor:
Smithtown Bay, LLC is offering to purchase all or part of your limited
partnership interests ("Units") in Century Hillcreste Apartment Investors, L.P.
(the "Partnership") for a CASH PRICE OF $6.00 PER/UNIT. Our offer is designed
to provide you with an opportunity to sell your Units without any costly
commissions. The Partnership charges a fee associated with the transfer of your
units in the amount of 550.00 per transfer, which will be deducted from your
Sales Proceeds. This offer is limited to the first Units tendered totaling not
more than 305,000 Units which is less than 49% of the outstanding Units. This
offer will expire no later than May 15, 1998.
The most recent Partnership Spectrum (an industry publication reports) dared
January/February 1998 reports trades within a range of $5.30 to $5.75 per/Unit,
with a weighted average price of $5.54 per/Unit. Typically the seller must pay
the $50.00 transfer fee and a sales commission generally equal to the greater of
$200 or 8% of gross proceeds. In this case, if you own 400 Units and sold at the
weighted average price of $5.54 per/Unit with a $200 commission and $50.00
transfer fee, YOU WOULD HAVE RECEIVED NET PROCEEDS OF $4.92 PER/UNIT WHICH IS
SUBSTANTIALLY LESS THAN WHAT YOU WOULD RECEIVE FROM OUR OFFER.
OUR OFFER $6.00
GROSS SECONDARY PRICE $5.54
NET SECONDARY PRICE $4.92
OUR OFFER IS A 22% PREMIUM TO THE NET SECONDARY MARKET PRICE
Recently, the Partnership announced the proposed sale of the Century Hillcreste
Apartment complex to a real estate investment trust (REIT) to be organized by
Casden Properties (an affiliate of the General Partner). The proposed sale calls
for the payment of $52,500,000 in cash for the property. The closing of the
Sale, however, is subject to, among other things:
(i) the consummation of such private placement by the REIT;
(ii) the consummation of a minimum number of similar sales transactions
with other Casden-affiliated partnerships; and
(iii) approval of a majority interest of Limited Partners.
ACCORDINGLY, EVEN IF THE SALE IS APPROVED BY THE LIMITED PARTNERS AND A PURCHASE
AND SALE AGREEMENT IS ENTERED INTO, THE CONSUMMATION OF THE SALE COULD BE
DELAYED FOR A SIGNIFICANT PERIOD OF TIME AND IT IS POSSIBLE THAT THE SALE MAY
NOT BE CONSUMMATED. We urge you lo please read carefully the Preliminary Proxy
Statement filed with the SEC on February 12, 1998 for more information of the
proposed Sale.
SMITHTOWN BAY IS OFFERING YOU LIQUIDITY NOW AT A CASH PRICE THAT IS A
SIGNIFICANT PREMIUM TO THE SECONDARY MARKET.
If you have decided to sell your Units, please carefully FOLLOW the instructions
on the enclosed Instruction Sheet. To execute the Agreement of Transfer and Sale
("Agreement") which is on the reverse side of this letter, have your signature
Medallion Guaranteed, and return the original document in the envelope we have
provided. By executing the Agreement you agree that in the event a distribution
of cashflow or a return of capital from the Partnership ("Distribution") is
received and retained by you on or after April 1, 1998, then your sale proceeds
shall be reduced by the amount of such Distribution. For purposes of
convenience, you should retain any Distributions (up to the amount of the
purchase price) and Smithtown Bay, LLC will deduct an equal amount from the
Sales Proceeds due you. The net proceeds due to you will be delivered promptly
after the Partnership has confirmed in writing that the transfer documents have
been accepted and Smith town Bay, LLC will be recognized for the purpose of
receiving all future distributions. Smithtown say, LLC retains the right to
terminate this offer at anytime prior to May 15, 1998, without notice. If we
have purchased the maximum number of Units or terminate this offer without
notice, upon request, we will RETURN YOUR EXECUTED AGREEMENT WITHOUT ANY FURTHER
OBLIGATION.
Please remember, if you do not own these Units in your capacity as an
individual, please provide evidence of your authority to execute the Agreement
on behalf of the owner. By executing the Agreement you agree that the sale of
your Units is binding, final and may not be revoked or rescinded after receipt
of your executed Agreement. Please call our toll free number (800) 891-4105 if
you have any questions on how to complete the paper work. Our operators are
pleased to assist you. We look forward to hearing from you.
Kindest regards,
SMITHTOWN BAY, LLC
NEITHER,THE GENERAL PARTNER OF THE PARTNERSHIP, THE PARTNERSHIP, nor THEIR
RESPECTIVE AFFILIATES OR SUBSIDIARIES ARC PARTIES TO THIS OFFER, or AFFILIATED
WITH SMITHTOWN BAY, LLC.
<PAGE> 11
AGREEMENT OF TRANSFER AND SALE
The undersigned (or the nominee of the undersigned) is an owner of the number of
limited partnership units ("Units") in Century Hillcreste Apartment Investors
L.P. ("Partnership" ) bet forth on the rev erse side of this Agreement of
Transfer and Sale "Agreement"), and agree to transfer all right, title and
interest, in the Units free and clear of all liens and encumbrances of any kind
to Smithtown Bay, LLC as set forth below. Unless otherwise indicated below the
undersigned agrees to sell all (100%) of the Units the undersigned owns.
1. Notwithstanding any provision to the contrary. the undersigned agrees that in
the event any distribution of cash or return of capital is made or declared
(collectively, "Distribution") by the Partnership to the undersigned on or after
April 1, 1998 with respect to the Units being transferred to it pursuant to the
Agreement, that the cash price of $6.00 per/Unit to be paid to the undersigned
shall be reduced by the amount of the Distribution per Unit and $50.00 transfer
fee to the undersigned. To the extent any Distribution is made or declared by
the Partnership with respect to the Units for any period on or after April 1,
1998 that are received by the undersigned, the undersigned understands that the
amount of said Distribution and $50.00 transfer fee will be deducted from the
cash price of $6.00/Unit to be paid to the undersigned by Smithtown Bay, LLC,
pursuant to the timing set forth on the reverse side of this Agreement. TO THIS
END, THE UNDERSIGNED DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE
GENERAL PARTNERS TO IMMEDIATELY UPON RECEIPT OF THIS AGREEMENT OF TRANFER AND
SALE TO: (i) AMEND THE BOOKS AND RECORDS OF THE PARTNERSHIP TO CHANGE THE PAYEE
AND ADDRESS OF ITS ACCOUNT TO: SMITHTOWN BAY, LLC, C/O GLOBAL CAPITAL MANAGEMENT
("GLOBAL"), 601 CARLSON PARKWAY, SUITE 200, MINNETONKA, MN 55305, OR SUCH ENTITY
AS SMITHTOWN BAY, LLC MAY DESIGNATE IN ITS SOLE DISCRETION, AND (ii) TO FORWARD
ALL DISTRIBUTIONS AND ALL OTHER INFORMATION TO GLOBAL AT THE ADDRESS SET FORTH
IN (i) above. IT IS THE UNDERSIGNED'S EXPLICIT INTENTION THAT ALL FUTURE
DISTRIBUTIONS AND CORRESPONDENCE GO to Global.
2. The undersigned (or the nominee for the undersigned) by executing this
Agreement hereby irrevocably constitutes and appoints Smithtown Bay, LLC, a
Delaware limited liability company, and it's Manager Global Capital Management,
Inc., a Delaware corporation, as my true and lawful agent and attorney-in-fact
with respect to the Units with full power of substitution (such power, of
attorney being deemed to be an irrevocable power coupled with an interest) of
the undersigned to (a) execute, swear to, acknowledge, and file any document
providing for or 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 undersigned as a Unitholder of the Partnership, (b) vote
or act in such manner as any attorney-in-fact shall, in its sole discretion,
deem proper with respect to the Units, (c) deliver the Units and transfer
ownership of the Units on the books of the Partnership, (d) endorse on the
undersigned's behalf any and all payments received by Smithtown Bay, LLC from
the Partnership for any period of time on or after April 1, 1996 which are made
payable to the undersigned in favor of Smithtown Bay, LLC or any other payee
Smithtown Bay, LLC otherwise designates, (e) execute on my behalf, any
applications for transfer and any distribution allocation agreements required by
the National Association of Securities Dealers, Inc. Notice to members 96-14 to
give effect to the transaction contemplated by this Agreement, including without
limitation, Assignment of Interest/ Transferor Representation; Transfer
Application/ Transferee Representation, Ownership CERTIFICATE/AFFIDAVIT of Loss,
Payment Direction Notice and (f) receive all benefits and distributions and
cause the General Partner to amend the books and records of the Partnership,
including my record account, and address, to direct distributions to Smithtown
Bay, LLC and otherwise exercise all rights of beneficial owner of the Units.
Neither Smithtown day, LLC, nor Global Capital Management, Inc. shall be
required to post bond of any nature in connection with this power of attorney.
3. The undersigned hereby represents and warrants that the Units are free and
clear of all liens and encumbrances of any kind and that it has the authority to
execute this Agreement, and that the General Partners may rely on this Agreement
and any document executed by Smithtown Bay, LLC or Global Capital Management,
Inc. as the attorney-in-fact for the undersigned, winch are necessary or
convenient to carrying out all matters contemplated by this Agreement.
4. The undersigned has made an independent decision to execute this Agreement,
and has had the opportunity to review and make inquires regarding all of the
information provided by the General Partner and the Partnership with respect to
the value of the Units. Further, the undersigned has not relied upon Any
information or factual representations made by Smithtown Bay, LLC or any party
affiliated with Smithtown Bay, LLC, in deciding to sell the Units to Smithtown
Bay, LLC. In witness whereof, the undersigned Transferor has executed or caused
the nominee of the undersigned Transferor to endorse this Agreement. The
undersigned agrees that this Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware.
<TABLE>
<S> <C> <C>
- -------------------------------- -------------------------------- -----------------------------------
IRA/Pension/Custodial Account # Printed Name of Investor Signature of Investor
- -------------------------------- ------------------------------- -----------------------------------
Social Security or Tax ID # Printed Name of Joint Investor, Signature of Joint Investor, if any
(or IRA/Pension/Custodian Name) (or IRA/Pension/Custodian Signature)
- -------------------------------- ------------------------------- ------------------------------------
Telephone Number Today's Date # Of Units to Transfer
Agreed to and Accepted MEDALLION GUARANTEE MEDALLION GUARANTEE FOR
FOR INVESTOR CUSTODIAN OR JOINT INVESTOR
Smithtown Bay, LLC
By Its Manager
Global Capital Management, Inc.
By:
</TABLE>
<PAGE> 12
INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND SALE
PLEASE CAREFULLY PROVIDE THE FOLLOWING INFORMATION:
1. Sign Agreement;
2. Have your signature MEDALLION GUARANTEED. A medallion guarantee can be
obtained through your broker or local financial institution. You may want
to call ahead to confirm that the particular location has the medallion
guarantee. Please remember, a medallion guarantee is not a notary;
3. Provide your social security number;
4. Indicate the number of units you want to sell;
5. Date the Agreement;
6. Provide a telephone number where you can be reached; and
7. Return the Agreement in the envelope provided.
IN ADDITION TO THE INFORMATION REQUESTED IN ITEMS 1 TO 7 ABOVE:
IF YOU OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:
Please have both owners sign the Agreement, BOTH signatures must be Medallion
Guaranteed. If spouse is deceased, please enclose a certified copy of the Death
Certificate along with a Letter Testamentary or Will showing your beneficial
ownership or executor capacity.
IF YOU OWN THE UNITS IN YOUR IRA:
Please provide the name of your custodian and your IRA account number. This
information will be used solely by your custodian (the financial institution
with custody of your account) to make certain that the purchase proceeds are
properly deposited in your account. If your units are held in an IRA account, in
addition to your signature, the custodian's signature is required on THE
Agreement of Transfer and Sale. We will obtain this required signature for you.
IF THE UNITS ARE OWNED IN A TRUST, PROFIT SHARING or PENSION PLAN:
Attach the first and last pages, as well as the section of the Trust Agreement
showing that the signer has authority to sign the Agreement on behalf of the
Trust or Plan.
IF THE UNITS ARE OWNED IN A CORPORATION;
Attach an original corporate resolution showing that the signer has the
authority to sign the Agreement on behalf of the corporation.
<PAGE> 13
MEMORANDUM
TO: BRUCE E. NELSON 310-278-6835 FAX
PATRICIA W. TOY 310-275-3640 FAX
FROM: ERIK DIETERLE 612-476-7245 PHONE SMITHTOWN BAY, LLC
SUBJECT: CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
DATE: APRIL 13, 1998
CC- JANICE WELLS 619-686-2056
I am attaching for your review copies of the solicitation materials we
intend to mail to the limited partners of the above referenced partnership.
Please note that the offer is being made by Smithtown Bay, LLC, a wholly owned
and controlled entity.
Thank you.
