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IN ACCORDANCE WITH RULE 202 OF REGULATION S-T,
THIS SOLICITATION STATEMENT IS BEING FILED IN PAPER
PURSUANT TO A CONTINUING HARDSHIP EXEMPTION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
Units of Limited Partnership Interest
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2) Aggregate number of securities to which transaction applies:
8,168,457.7 Units
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
$______ (aggregate amount of cash, estimated only for purposes of
computing the filing fee, to be distributed to security holders
assuming sale of all of the properties of the Registrant for $______)
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4) Proposed maximum aggregate value of transaction:
$______ (aggregate amount of cash, estimated only for purposes of
computing the filing fee, to be distributed to security holders
assuming sale of all of the properties of the Registrant for $______)
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5) Total fee paid:
$________
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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QUESTIONS & ANSWERS
Q.1: WITH THE CURRENT INCREASE IN OIL AND GAS PRICES, WHY ARE THE GENERAL
PARTNERS PROPOSING DISSOLUTION AND LIQUIDATION OF THE NYLOG AND NYLIFE
ENERGY PARTNERSHIPS?
A: Even though oil and gas prices have currently been on the increase, the
consultant's report commissioned by NYLIFE Equity indicates that in the
absence of extraordinary circumstances, oil and gas prices through the end
of the 1990's should be relatively stable. Even if energy prices should
remain high or increase, based on the independent reserve estimates for
the partnerships, estimated future production and the projected future net
revenues for the partnerships will continue to decline due to significant
depletion of oil and gas reserves, whereas general and administrative
expenses will remain relatively constant. Accordingly, notwithstanding
current increases in energy prices, the general partners believe that each
partnership's operating revenues will decline in the future and ultimately
may not be sufficient to meet such partnership's operating and overhead
expenses. This development could lead to a decrease in cash or possibly
no cash being available to the partnerships for quarterly distributions.
Q.2: WHEN CAN I EXPECT TO RECEIVE MY MONEY?
A: If you are a Settling Limited Partner (and the Settlement becomes final
and the Proposals are approved by your partnership), you will receive the
Cash Payment (consisting of the Liquidation Advance and either a Refund or
Enhancement) within thirty days after the Settlement is approved by the
court and becomes final. The general partners currently estimate that any
such payment will be made sometime this fall, although many factors could
delay this payment, including the court process and any appeals from any
court approval of the settlement. Any additional payments will be made
upon sale of the partnership properties.
If you are a non-Settling Limited Partner, you will receive your share of
liquidation proceeds only upon sale of the partnership properties (unless
New York Life elects otherwise).
If your partnership does not approve the Proposals, the partnership will
continue in business and no payments (other than any quarterly
distributions) will be made until the partnership is subsequently
liquidated, unless New York Life elects otherwise.
Q.3: NOW THAT I HAVE RECEIVED A DEFINITIVE PROXY AND PROXY CARD, WHAT ARE THE
NEXT STEPS PRIOR TO RECEIPT OF MY MONEY?
A: Votes and consents on the Proposal(s) for the various partnerships will
continue through July 1, 1996 and a partners' meeting to vote on the
Proposals for the NYLOG I partnerships will be held July 2, 1996. The
court hearing on the Settlement will take place on July 3, 1996, at which
time the court will consider approval of the Settlement. If no appeal is
filed, the Settlement will become final 30 days after the Court enters a
Final Order approving the Settlement; otherwise the Settlement becomes
final when (and
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if) all appellate proceedings have been concluded upholding the Final
Order. The Cash Payments will be made within 30 days after the Final
Settlement Date, or as soon thereafter as practicable. Payments to
eligible transferors of Units and Unitholders who acquired their Units by
transfer may take an additional amount of time.
If the Proposals are approved by your partnership, the General Partners
will proceed with the sale of assets and liquidation of the partnership.
This process is estimated to take approximately seven months.
Q.4: WILL THE AMOUNT I RECEIVE DEPEND ON THE SALES PRICE THE PARTNERSHIP
RECEIVED FOR THE PARTNERSHIP PROPERTIES?
A: If you are a Settling Limited Partner (and the Settlement becomes final
and your partnership approves the Proposals), your receipt of the Cash
Payment (consisting of the Liquidation Advance and either a Refund or
Enhancement) will not be dependent on the sales price received from the
sale of partnership properties. Any additional payment in excess of the
Cash Payment, however, will depend on the sales price of partnership
properties. There is no assurance that there will be any payments in
addition to the Cash Payment.
Q.5: IF THE LIMITED PARTNERS OF THE VARIOUS PARTNERSHIPS DO NOT APPROVE
LIQUIDATION OF THE PARTNERSHIPS, IS THE SETTLEMENT AFFECTED?
A: New York Life may elect to terminate the Settlement Agreement with respect
to any partnership, the limited partners of which do not approve the
proposed liquidation and with respect to all the partnerships in the event
that the necessary approvals for dissolution and liquidation for four or
more of the partnerships are not obtained.
Q.6: WHAT HAPPENS IF THE PROPOSAL TO LIQUIDATE MY PARTNERSHIP DOES NOT PASS?
A: That partnership will continue in business and no payments (other than any
quarterly distributions) will be made to Unitholders until the partnership
is subsequently liquidated (although New York Life, at its option, may
elect to pay a SETTLING Limited Partner the Refund or Enhancement, but not
the Liquidation Advance).
Q.7: IF THE LIMITED PARTNERS OF A PARTICULAR PARTNERSHIP HAVE APPROVED ITS
DISSOLUTION AND LIQUIDATION AND THE SETTLEMENT IS NOT APPROVED OR
OTHERWISE DOES NOT TAKE EFFECT, WHAT WILL HAPPEN TO THE PARTNERSHIP?
A: The approval of the dissolution and liquidation of a partnership is not
dependent upon the effectiveness of the proposed Settlement. In the event
that the limited partners of a particular partnership approve its
dissolution and liquidation, that partnership will be dissolved and its
assets sold for the best price available. Without the Settlement, there
would be no release of claims, and New York Life might offer to augment
the liquidation sale proceeds in exchange for a release of claims. New
York Life believes that it is likely that the Court will approve the
proposed Settlement, and no decisions have been made with respect to
actions to be taken in the event the Settlement does not take effect.
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Q.8: WHAT IS THE EFFECT OF THE APPROVAL OF THE PROPOSED DISSOLUTION AND
LIQUIDATION OF SOME PARTNERSHIPS, BUT NOT OTHERS?
A: Unless New York Life exercises its rights to terminate the Settlement
Agreement because of the failure to obtain the required approval for
liquidation of four or more of the partnerships, the limited partners of
one partnership would not be affected by the failure of limited partners
of any other partnership to approve the proposed dissolution and
liquidation. In any event, the approval by the limited partners of any
partnership of the proposed dissolution and liquidation will result in the
termination of that partnership's activities, the sale of its properties
and the distribution of sales proceeds to its limited partners.
Q.9: WHY HAS NEW YORK LIFE PROPOSED THAT THE LIMITED PARTNERS OF NYLIFE
GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP VOTE ON THE QUESTION OF
DISSOLVING AND LIQUIDATING THAT PARTNERSHIP? ISN'T THIS PARTNERSHIP
PERFORMING?
A: Units in NYLIFE Government Mortgage Plus Limited Partnership were sold
during the same time period as Units in various of the other Proprietary
Partnerships. Although this partnership can continue making regular
distributions, New York Life believes that it is logical to offer
investors in this partnership the same opportunity to "cash out" of this
investment, and to receive consistent benefits of the Settlement
Agreement, as the investors in the other Proprietary Partnerships.
Q.10: WHY IS NEW YORK LIFE NOT MAKING A RECOMMENDATION TO THE LIMITED PARTNERS
OF NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP AS TO WHETHER OR
NOT TO VOTE IN FAVOR OF THE DISSOLUTION AND LIQUIDATION OF THAT
PARTNERSHIP?
A: New York Life recognizes that this partnership can continue making regular
distributions and that investors may choose to continue this investment.
On the other hand, in light of the comprehensive proposal to unwind the
other Proprietary Partnerships, New York Life felt that it would be
appropriate to afford the investors in NYLIFE Government Mortgage Plus the
opportunity to liquidate their investment in this partnership, thereby
affording those investors the opportunity to make alternative investments
of their choice with the proceeds of the liquidation, and (in the case of
Settling Limited Partners) the Enhancement and any amount by which the
Liquidation Advance exceeds liquidation proceeds.
Q.11: WILL I RECEIVE A 12% PER ANNUM CUMULATIVE RETURN ON MY INVESTMENT IN THE
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP?
A: The Partnership Agreement provides that upon dissolution Unitholders will
receive 99% of the net cash proceeds of asset sales until they receive a
12% cumulative return on invested capital. Thereafter, they will receive
90% of the balance of such proceeds. Based upon the balance sheet of the
NYLIFE Government Mortgage Plus Limited Partnership as of March 31, 1996,
it is not anticipated that Unitholders will receive amounts necessary to
produce, in the aggregate, a cumulative return on their invested capital
equal to 12% per annum.
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Q.12: I HAVE BEEN CONTACTED BY D.F. KING CONCERNING THE PROXY/CONSENT
SOLICITATION. WHAT ROLE IS D.F. KING PLAYING IN THIS PROCESS?
A: The Proprietary Partnerships have retained the services of D.F. King &
Co., Inc. to solicit the required votes and consents of the limited
partners of each of the Proprietary Partnerships to the dissolution and
liquidation of the partnerships. Boston Financial Data Services, Inc. has
been retained by the partnerships and the general partners and certain of
their affiliates to act as the class action administrator in connection
with the class action lawsuit. Additionally, BFDS may assist in the
solicitation of proxies and written consents. Neither the partnerships
nor the limited partners will bear any portion of the fees and expenses of
D.F. King and BFDS.
Q.13: HOW SHOULD I VOTE?
FOLLOW-UP QUESTION: WHICH PARTNERSHIP(S) ARE YOU IN?
GOVERNMENT MORTGAGE PLUS ANSWER:
A: You should review carefully the Definitive Proxy and Consent Solicitation
Statement you received for information regarding the Proposals that will
help you make a decision as to how to vote. The General Partner has made
no recommendation regarding the Proposal for NYLIFE Government Mortgage
Plus Limited Partnership.
ALL OTHER PARTNERSHIPS EXCLUDING GOVERNMENT MORTGAGE PLUS ANSWER:
A: You should review carefully the Definitive Proxy and Consent Solicitation
Statement you received for information regarding the Proposals that will
help you make a decision as to how to vote. The General Partner(s) have
recommended to the limited partners approval of all Proposals for the
reasons discussed in the Solicitation Statement.
Q.14: WHAT ARE THE CONSEQUENCES OF A "YES", "NO" OR "ABSTAIN" VOTE?
A: "No" and "Abstain" votes both effectively count as "no" votes, which are
not counted in the number of votes necessary to approve a proposal. A
"yes" vote counts toward approval of a proposal.
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