U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-23C3B
Notification of Repurchase Offer
Pursuant to Rule 23c-3 (17 CFR 270.23c-3)
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1. Investment Company Act File Number Date of Notification
811-05854 October 16, 1997
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2. Exact name of investment company as specified in registration statement:
American Opportunity Income Fund Inc.
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3. Address of principal executive office: (number, street, city, state, zip
code)
Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402-3804
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4. Check one of the following:
A. [ ] The notification pertains to a periodic repurchase offer under
paragraph (b) of rule 23c-3.
B. [X] The notification pertains to a discretionary repurchase offer under
paragraph (c) of rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer under
paragraph (b) of rule 23c-3 and a discretionary repurchase offer under
paragraph (c) of rule 23c-3.
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By /s/ Paul A. Dow
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(Name)
President
------------------------------------
(Title)
<PAGE>
AMERICAN OPPORTUNITY INCOME FUND INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
October 16, 1997
Dear Shareholder:
American Opportunity Income Fund Inc. (the "Fund") is offering to
repurchase up to 25% of its outstanding shares at net asset value. The Fund's
Board of Directors has concluded that such a repurchase offer would be in the
best interests of Fund shareholders, and has authorized the offer as part of a
settlement agreement reached in connection with class action litigation
involving the Fund and seven other closed-end investment companies managed by
Piper Capital Management Incorporated.
A Notification describing the terms of the repurchase offer is
attached. You may elect to submit all or a portion of your shares for
repurchase. If you do not want to submit any of your shares, you may disregard
the attached Notification.
In the question and answer format below, we have addressed some
questions you may have about the repurchase offer. Before submitting any of your
shares for repurchase, please read the attached Notification and the other
enclosed documents carefully.
WHEN IS THE DEADLINE FOR SUBMITTING SHARES?
Your deadline to accept this offer is November 17, 1997, at 5:00 p.m.,
Central Time. All documents must be received by the transfer agent at that time.
HOW DO I SUBMIT SHARES IF THEY ARE REGISTERED IN "STREET NAME"?
If your shares are registered in street name (in the name of a broker,
dealer, commercial bank, trust company or other nominee), you should contact
that firm to submit your shares for repurchase. You should notify your firm as
soon as possible to allow for timely delivery of the required documents to the
transfer agent. Your broker or other nominee may charge you a transaction fee
for tendering your shares.
HOW DO I SUBMIT SHARES IF THEY ARE REGISTERED IN MY OWN NAME?
If you have a physical certificate or your shares are registered by
book-entry in your own name, you should complete the Letter of Transmittal
contained in this mailing. You will need to submit the Letter of Transmittal,
your physical certificate(s) and any other required documents to the transfer
agent before the repurchase request deadline. WE RECOMMEND SENDING ALL
DOCUMENTS, INCLUDING CERTIFICATES, BY REGISTERED MAIL, PROPERLY INSURED.
AT WHAT PRICE WILL MY SHARES BE REPURCHASED?
Shares will be repurchased by the Fund at a price equal to their net
asset value as of the close of regular trading on the New York Stock Exchange
(the "Exchange") on December 1, 1997. This is two weeks after the November 17
deadline for accepting the repurchase offer. The net asset value of the Fund's
shares may change during this two week period, and there can be no assurance
that it will be as high on December 1 as it was on November 17.
On October 9, 1997, the Fund's net asset value per share was $6.62 and
its closing sale price on the Exchange was $6.1875. You may obtain the Fund's
most recently calculated net asset value and current market price by calling
(800) 733-8481, Ext. 408.
<PAGE>
DOES IT MATTER WHEN DURING THE OFFER PERIOD I SUBMIT MY SHARES?
No, because the repurchase offer does not work on a first-come,
first-served basis. However, keep in mind that all your documentation must be
received by the transfer agent by 5:00 p.m., Central Time, on November 17, 1997.
After the deadline, all requests will be looked at collectively. If shareholders
collectively submit more than the 25% limit, repurchases generally will be made
on a pro rata basis. If shareholders submit less than the 25% limit, all
submitted shares will be repurchased.
WILL I BE CHARGED ANY FEES FOR MY SHARES THAT ARE REPURCHASED?
The Fund will charge you a repurchase fee of $.02 for each repurchased
share to offset the expenses of the offer. This fee will be retained by the
Fund.
HOW LONG UNTIL I GET A CHECK FOR MY SUBMITTED SHARES?
Checks will be mailed to shareholders on or about December 5, 1997.
If you have any questions regarding the repurchase offer, please call
Shareholder Communications Corporation at (800) 733-8481, Ext. 408.
Sincerely,
Paul A. Dow
President
American Opportunity Income Fund Inc.
<PAGE>
AMERICAN OPPORTUNITY INCOME FUND INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
NOTIFICATION OF OFFER TO REPURCHASE FOR CASH 25% OF ITS ISSUED
AND OUTSTANDING SHARES AT NET ASSET VALUE
THE REPURCHASE OFFER WILL EXPIRE ON NOVEMBER 17, 1997 AT 5:00 P.M., CENTRAL TIME
(THE "REPURCHASE REQUEST DEADLINE").
To the Holders of Shares of
American Opportunity Income Fund Inc.:
American Opportunity Income Fund Inc. (the "Fund") is offering to
purchase up to 25% (the "Repurchase Offer Amount") of its shares of common
stock, par value $.01 per share (the "Shares") outstanding on the Repurchase
Request Deadline. Shares will be purchased for cash at a price equal to their
net asset value ("NAV") as of the close of the regular trading session of the
New York Stock Exchange (the "Exchange") on December 1, 1997 (the "Repurchase
Pricing Date"). This offer is being made upon the terms and conditions set forth
below and in the related Letter of Transmittal, which together constitute the
"Repurchase Offer."
The Fund's NAV and closing sale price on October 9, 1997 were $6.62 and
$6.1875 per Share, respectively. The Fund's Shares trade on the Exchange under
the symbol "OIF." The Fund currently computes its NAV weekly on each Thursday as
of the close of the regular trading session on the Exchange (normally 4:00 p.m.,
New York time) and will compute its NAV daily at such time on the five business
days prior to the Repurchase Request Deadline. The Fund's current market price
and most recently calculated NAV may be obtained by contacting Shareholder
Communications Corporation (the "Information Agent") at (800) 733-8481, Ext.
408.
Payment to tendering shareholders for the Shares repurchased will be
made on or before December 5, 1997 (the "Repurchase Payment Deadline"). There is
a risk that the Shares may fluctuate in NAV between the Repurchase Request
Deadline and the Repurchase Pricing Date. Proceeds to tendering shareholders
will be reduced by a fee of $.02 per share to offset expenses associated with
the Repurchase Offer. This fee will be retained by the Fund.
IMPORTANT
If you desire to tender all or any portion of your Shares and those
Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you must contact that firm to effect a tender on your
behalf. If you own your Shares directly, complete and sign the Letter of
Transmittal and mail or deliver it, along with any Share certificate(s) and any
other required documents, to the Fund's transfer agent, Investors Fiduciary
Trust Company (the "Transfer Agent").
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF
HE OR SHE DECIDES TO DO SO, HOW MANY SHARES TO TENDER.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE
REPURCHASE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER THAN
THOSE CONTAINED HEREIN. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND.
Questions, requests for assistance and requests for additional copies
of this Repurchase Offer, the Letter of Transmittal and the Notice of Guaranteed
Delivery should be directed to the Information Agent at the mailing address or
telephone number set forth at the end of this Repurchase Offer.
October 16, 1997
AMERICAN OPPORTUNITY INCOME FUND INC.
<PAGE>
TERMS OF REPURCHASE OFFER
1. PRICE; NUMBER OF SHARES. The Fund will, upon the terms and
conditions set forth herein and in the Letter of Transmittal, purchase up to the
Repurchase Offer Amount of its issued and outstanding Shares which are tendered
and not withdrawn prior to the Repurchase Request Deadline. The repurchase price
of the Shares will be their NAV as of the close of the regular trading session
of the Exchange on the Repurchase Pricing Date. Proceeds to shareholders will be
reduced by a fee of $.02 per Share, as explained in Section 5 hereof. The Fund
reserves the right to suspend or postpone the Repurchase Offer only pursuant to
the terms and conditions specified in Section 10 hereof.
The Repurchase Offer is being made to all shareholders of the Fund and
is not conditioned upon any minimum number of Shares being tendered. Neither the
Fund nor its Board of Directors (the "Board") is making any recommendation to
any shareholder whether to tender or refrain from tendering shares in the
Repurchase Offer. The Fund and the Board urge each shareholder to read and
evaluate this Notification and the accompanying materials carefully and make his
or her own investment decision.
Shareholders may tender all or any portion of their shares. If the
number of Shares properly tendered and not withdrawn prior to the Repurchase
Request Deadline is less than or equal to the Repurchase Offer Amount, the Fund
will, upon the terms and subject to the conditions of the Repurchase Offer,
purchase all Shares so tendered. If more Shares than the Repurchase Offer Amount
are duly tendered and not withdrawn prior to the Repurchase Request Deadline,
the Fund may, but is not obligated to, increase the number of Shares that the
Fund is offering to repurchase by an additional amount not to exceed 2% of the
Shares outstanding on the Repurchase Request Deadline. If the Fund determines
not to repurchase more than the Repurchase Offer Amount, or if Fund shareholders
tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the
Shares outstanding on the Repurchase Request Deadline, the Fund will purchase
the Shares tendered on a pro rata basis, rounded down to the nearest full share.
2. EFFECT OF THE OFFER; SOURCE OF FUNDS. The moneys to be used by the
Fund to purchase Shares pursuant to the Repurchase Offer will be obtained from
cash and from the sale of securities in the Fund's investment portfolio.
The Repurchase Offer may have certain adverse consequences for
tendering and non-tendering shareholders:
FLUCTUATION IN NAV BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE
REPURCHASE PRICING DATE. Shareholders must decide whether to tender their Shares
prior to the Repurchase Request Deadline, but the NAV at which the Fund will
repurchase Shares will not be calculated until the Repurchase Pricing Date. The
NAV of the Shares may fluctuate between the Repurchase Request Deadline and the
Repurchase Pricing Date, and there can be no assurance that the NAV of the
Shares on the Repurchase Pricing Date will be as high as the NAV of the Shares
on the Repurchase Request Deadline. Pursuant to Rule 23c-3 under the Investment
Company Act of 1940, as amended, the Fund may use a Repurchase Pricing Date
earlier than December 1, 1997 if, on or immediately following the Repurchase
Request Deadline, it appears that the use of an earlier Repurchase Pricing Date
is not likely to result in significant dilution of the NAV of either Shares that
are tendered in the Repurchase Offer or Shares that are not so tendered.
POSSIBLE PRORATION. Shareholders may tender all or any portion of their
shares. However, if greater than 25% of the Fund's Shares are tendered pursuant
to the Repurchase Offer, the Fund would be required to repurchase Shares
tendered on a pro rata basis (except that, as described in Section 1, "Price;
Number of Shares," the Fund may increase the number of Shares that it is
offering to repurchase by up to 2% of the outstanding Shares.) Accordingly,
shareholders cannot be assured that all of their tendered Shares will be
repurchased.
<PAGE>
THE NAV MAY DECLINE AS A RESULT OF THE FUND'S SALES OF PORTFOLIO
SECURITIES TO FINANCE THE REPURCHASE OFFER. The Fund will be required to sell
portfolio securities to raise cash to finance the Repurchase Offer, which may
cause the market prices of the Fund's portfolio securities, and hence the Fund's
NAV, to decline. If such a decline occurs, the Fund cannot predict its magnitude
or whether such a decline would be temporary or continue to or beyond the
Repurchase Pricing Date. Because the price per Share to be paid in the
Repurchase Offer will depend upon the NAV per Share as determined on the
Repurchase Pricing Date, the consideration received by tendering shareholders
would be reduced if the decline continued up to the Repurchase Pricing Date. In
addition, the sale of portfolio securities will increase the Fund's transaction
expenses, and the Fund may receive proceeds from the sale of portfolio
securities that are less than their valuations by the Fund. Accordingly, because
of the Repurchase Offer, the Fund's NAV per Share may decline more than it
otherwise might, thereby reducing the amount of proceeds received by tendering
shareholders and the net asset value per Share for non-tendering shareholders.
TAX CONSEQUENCES OF REPURCHASES TO SHAREHOLDERS. The Fund's purchase of
tendered Shares pursuant to the Repurchase Offer will have tax consequences for
tendering shareholders and may have tax consequences for non-tendering
shareholders. See Section 6, "Tax Consequences," below.
HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY. The reduced net
assets of the Fund as a result of the Repurchase Offer may result in a higher
expense ratio for the Fund, and possibly in less investment flexibility for the
Fund, depending on the number of Shares repurchased.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. Shareholders who desire to tender Shares
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact such firm to effect a tender on their behalf. Such
shareholders should contact their broker or other nominee in sufficient time to
ensure timely delivery of the necessary documents to the Transfer Agent. A
broker or other nominee may charge a fee for processing the transaction on the
tendering shareholder's behalf.
Shareholders who desire to tender shares registered in their name must
either:
(a) mail or deliver the following documents such that they are
received by the Transfer Agent before the Repurchase Request Deadline:
(i) a properly completed and duly executed Letter of Transmittal with
any required signature guarantees set forth below; (ii) certificates
for such Shares (or confirmation of receipt pursuant to the procedures
for book-entry transfer set forth below); and (iii) any other documents
required by the Letter of Transmittal; or
(b) comply with the guaranteed delivery requirements set forth
below.
In either case, payment for Shares tendered and accepted for payment
pursuant to the Repurchase Offer will be made only after timely receipt by the
Transfer Agent of certificates for such Shares (or of timely confirmation of a
book-entry transfer of such Shares into the Transfer Agent's account at the
Depository Trust Company, as set forth below), a properly completed and duly
executed Letter of Transmittal, and any other documents required by the Letter
of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. Except as otherwise
provided below, signatures on the Letter of Transmittal must be guaranteed by a
brokerage firm or financial institution that is a member of a securities
approved medallion program, such as Securities Transfer Agents Medallion
Program, Stock Exchanges Medallion Program or New York Stock Exchange, Inc.
Medallion Signature
<PAGE>
Program (each such member being referred to as an "Eligible Institution"),
unless the Shares tendered hereby are (a) tendered by the registered holder(s)
of such Shares who has not provided "Special Delivery Instructions" or "Special
Payment Instructions" (as detailed in the Letter of Transmittal), (b) tendered
for the account of an Eligible Institution, or (c) issued pursuant to the Fund's
Dividend Reinvestment Plan ("DRP") and are the only Shares being tendered. See
Instruction 5 of the Letter of Transmittal.
If the Share certificates are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made to, or
Share certificates for unpurchased Shares are to be issued or returned to, a
person other than the registered holder, then the tendered certificates must be
endorsed or accompanied by appropriate stock powers, signed exactly as the name
or names of the registered holder or holders appear on the certificates, with
the signatures on the certificates or stock powers guaranteed by an Eligible
Institution. See Instruction 5 of the Letter of Transmittal.
BOOK-ENTRY DELIVERY. The Transfer Agent has an established account with
the Depository Trust Company ("DTC"). Any financial institution that is a
participant in DTC's system may make book-entry delivery of the Shares by
causing DTC to transfer such Shares into the Transfer Agent's account in
accordance with DTC's procedure for such transfer. Even though delivery of
Shares may be effected through book-entry transfer into the Transfer Agent's
account at DTC, if such Shares are registered in the shareholder's name, a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees and other required documents, must be transmitted to and
received by the Transfer Agent at its address as set forth at the end of this
Repurchase Offer prior to the Repurchase Request Deadline, or the guaranteed
delivery procedure set forth below must be followed. Delivery of the Letter of
Transmittal and any other required documents to DTC does not constitute delivery
to the Transfer Agent.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant
to the Repurchase Offer and such shareholder's certificates are not immediately
available (or the procedures for book-entry delivery cannot be completed on a
timely basis) or time will not permit all required documents to reach the
Transfer Agent before the Repurchase Request Deadline, such Shares may
nevertheless be tendered provided that all of the following conditions are
satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Transfer Agent has received (either by hand, mail or
overnight courier), on or prior to the Repurchase Request Deadline, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Fund has provided with this Repurchase
Offer; and
(c) the certificates for all tendered Shares in proper form
for transfer (or confirmation of book-entry transfer of such Shares
into the Transfer Agent's account at DTC), together with a properly
completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal, are received by the
Transfer Agent within five New York Stock Exchange trading days after
the date the Transfer Agent receives such Notice of Guaranteed
Delivery.
This procedure is not intended for shareholders whose Share
certificates have been lost or destroyed. Those shareholders should note the
fact that their certificates have been lost or destroyed in the box captioned
"Description of Shares Tendered" on the Letter of Transmittal.
DIVIDEND REINVESTMENT PLAN. The Transfer Agent holds Shares in
uncertificated form for registered shareholders participating in the Fund's DRP.
Shareholders who are participants in the DRP desiring to tender DRP Shares
pursuant to the Repurchase Offer should so indicate in the Letter of Transmittal
and should also indicate whether all or a partial amount of DRP shares are being
<PAGE>
tendered. The properly completed and duly executed Letter of Transmittal with
any required signature guarantees and any other documents required by the Letter
of Transmittal should then be mailed or delivered such that they are received by
the Transfer Agent prior to the Repurchase Request Deadline.
If a participant authorizes the tender of all of his or her DRP Shares,
all such Shares beneficially owned by such participant in the DRP as of the
Repurchase Request Deadline, including fractional Shares, will be tendered.
Fractional Shares will not, however, be accepted for payment pursuant to the
Repurchase Offer unless a participant elects to tender all of his or her DRP
Shares. If a participant's DRP Shares are purchased pursuant to the Repurchase
Offer, the number of DRP Shares in the participant's DRP account will be reduced
by the number of such participant's DRP Shares so purchased. Any DRP Shares
tendered but not purchased will be returned to the participant's DRP account.
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, whose determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Repurchase Offer or any defect in any tender with respect to any particular
Shares or any particular shareholder, and the Fund's interpretations of the
terms and conditions of the Repurchase Offer will be final and binding. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such times as the Fund shall determine. Tenders will not be deemed to
have been made until the defects or irregularities have been cured or waived.
NONE OF THE FUND, PIPER CAPITAL MANAGEMENT INCORPORATED (THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR), THE TRANSFER AGENT, THE INFORMATION AGENT
OR ANY OTHER PERSON SHALL BE OBLIGATED TO GIVE NOTICE OF ANY DEFECTS OR
IRREGULARITIES IN TENDERS, AND NONE SHALL INCUR ANY LIABILITY FOR FAILURE TO
GIVE SUCH NOTICE.
TENDER CONSTITUTES AN AGREEMENT. A tender of Shares made pursuant to
any one of the procedures set forth above will constitute an agreement between
the tendering shareholder and the Fund in accordance with the terms and subject
to the conditions of the Repurchase Offer.
4. WITHDRAWAL RIGHTS. Shareholders may modify the number of Shares
being tendered or withdraw Shares tendered at any time up to the Repurchase
Request Deadline. Thereafter, tenders made pursuant to the Repurchase Offer will
be irrevocable.
Shareholders whose accounts are maintained through a broker, dealer,
commercial bank, trust company or other nominee should notify such nominee in
sufficient time to ensure timely withdrawal or modification of their tender.
Shareholders whose Shares are registered in their name must submit written
notice of such modification or withdrawal to the Transfer Agent, which must
receive such written notice by 5:00 p.m., Central Time, on the Repurchase
Request Deadline.
To be effective, a notice of withdrawal must be timely received by the
Transfer Agent at the address set forth at the end of this Repurchase Offer. Any
notice of withdrawal must specify the name of the person having tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder if different from that of the person who tendered such Shares.
If the certificates representing such Shares have been delivered or otherwise
identified to the Transfer Agent, the tendering shareholder must also submit the
certificate numbers shown on the particular certificates evidencing such Shares
and the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Shares tendered by an Eligible Institution.
If Shares have been tendered pursuant to the procedures for book entry transfer
as set forth in Section 3, the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
<PAGE>
withdrawal will be determined by the Fund in its sole discretion, whose
determination shall be final and binding. Shares properly withdrawn shall not
thereafter be deemed to be tendered for purposes of the Repurchase Offer.
However, withdrawn Shares may be retendered by following the procedures
described in Section 3 prior to the Repurchase Request Deadline. Such procedures
should also be followed by shareholders wishing to increase the number of Shares
being tendered.
5. REPURCHASE FEE. The Fund will impose a repurchase fee of $.02 per
share to offset expenses associated with the Repurchase Offer. This fee will be
retained by the Fund.
6. TAX CONSEQUENCES. The following discussion is a general summary of
the federal income tax consequences of a tender of Shares pursuant to the
Repurchase Offer. YOU SHOULD CONSULT YOUR OWN TAX ADVISER REGARDING THE SPECIFIC
TAX CONSEQUENCES, INCLUDING STATE AND LOCAL TAX CONSEQUENCES, OF SUCH A TENDER
BY YOU.
A tender of Shares pursuant to the Repurchase Offer and subsequent
repurchase by the Fund will be a taxable transaction for federal income tax
purposes. In general, the transaction will be treated as a sale or exchange of
the Shares under Section 302 of the Internal Revenue Code of 1986, as amended
(the "Code"), if the repurchase (a) completely terminates the shareholder's
interest in the Fund, (b) is a distribution that is "substantially
disproportionate" with respect to the shareholder, or (c) is treated as a
distribution that is "not essentially equivalent to a dividend." A complete
termination of a shareholder's interest generally requires that the shareholder
dispose of all Shares directly owned or attributed to him or her under Section
318 of the Code. A "substantially disproportionate" distribution generally
requires a reduction of more than 20% in the shareholder's proportionate
interest in the Fund after all Shares are tendered. A distribution "not
essentially equivalent to a dividend" requires that there be a "meaningful
reduction" in the shareholder's interest, which should be the case if the
shareholder has a minimal interest in the Fund, exercises no control over Fund
affairs, and suffers a reduction in his or her proportionate interest.
The Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated as a sale
or exchange for tax purposes, any gain or loss recognized will be treated as a
capital gain or loss by shareholders who hold their Shares as a capital asset.
For shareholders who are individuals, estates or trusts, the gain or loss will
be long-term if the shareholder has held the shares for more than 18 months and
mid-term if the shareholder has held the shares for more than one year but not
more than 18 months. For corporate shareholders, the gain or loss will be
long-term if the shares were held more than one year.
If the transaction is not treated as a sale or exchange, the amount
received upon a sale of Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the Fund's
earnings and profits for its taxable year and the shareholder's tax basis in the
Shares.
In addition, if any amounts received by tendering shareholders are
treated as dividends, non-tendering shareholders may be treated as receiving a
constructive dividend under Section 305 of the Code to the extent their
proportionate interest in the Fund has been increased as a result of the tender.
However, non-tendering shareholders will not be treated as receiving a
constructive dividend if the payments made to tendering shareholders are
considered, under applicable Internal Revenue Service ("IRS") regulations, to be
"incident to an isolated redemption of stock (for example, pursuant to a tender
offer)." The facts that the Fund has not previously redeemed any of its stock
pursuant to a tender offer and that the current tender offer is being carried
out pursuant to the terms of a settlement agreement reached in connection with
class action litigation involving the Fund should reinforce the characterization
of the present purchase by the Fund of its shares as an "isolated redemption."
The Fund or its agent will be required to withhold 31% of gross
proceeds paid to a shareholder or other payee pursuant to the Repurchase Offer
if (a) the Fund has not been provided with the
<PAGE>
shareholder's taxpayer identification number (which, for an individual, is
usually the social security number) and certification under penalties of perjury
(i) that such number is correct, and (ii) that the shareholder is not subject to
withholding as a result of failure to report all interest and dividend income;
or (b) the IRS or a broker notifies the Fund that the number provided is
incorrect or withholding is applicable for other reasons. Backup withholding
does not apply to certain payments that are exempt from information reporting or
are made to exempt payees, such as corporations. Foreign shareholders are
required to provide the Fund with a completed IRS Form W-8 to avoid 31%
withholding on payments received on a sale or exchange.
7. TRANSFER TAXES. The Fund will pay all taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Repurchase Offer. If,
however, payment of the purchase price is to be made to or (in the circumstances
permitted by the Repurchase Offer) if unpurchased Shares are to be registered in
the name of a person other than the registered holder, or if any tendered Shares
are registered in any name other than that of the person(s) signing the Letter
of Transmittal, the amount of transfer taxes (whether imposed on the registered
holder or such other person) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted.
8. CERTAIN FEES AND EXPENSES. The Fund will not pay to any broker or
dealer, commercial bank, trust company or other person any solicitation fee for
any Shares purchased pursuant to the Repurchase Offer. The Fund will reimburse
such persons for customary handling and mailing expenses incurred in forwarding
the Repurchase Offer. No such broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Fund, the Transfer Agent or the
Information Agent for purposes of the Repurchase Offer.
The Fund has retained Investors Fiduciary Trust Company to act as
Transfer Agent and Shareholder Communications Corporation to act as Information
Agent. The Transfer Agent and the Information Agent will each receive reasonable
and customary compensation for their services and will also be reimbursed for
certain out-of-pocket expenses and indemnified against certain liabilities.
9. NAV, MARKET PRICE AND VOLUME OF TRADING. The Shares currently trade
on the New York Stock Exchange. The following table sets forth the high and low
NAVs of the Shares, and the high and low sales prices of the Shares on the
Exchange, for each fiscal quarter during the two years ended July 31, 1997.
<TABLE>
<CAPTION>
NAV Market Price*
------------------- ---------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
August 1, 1995 to October 31, 1995................. $ 6.65 $ 6.55 $ 6.125 $ 5.625
November 1, 1995 to January 31, 1996............... $ 6.70 $ 6.61 $ 6.375 $ 5.750
February 1, 1996 to April 30, 1996................. $ 6.69 $ 6.41 $ 5.875 $ 5.375
May 1, 1996 to July 31, 1996....................... $ 6.42 $ 6.29 $ 5.750 $ 5.250
August 1, 1996 to October 31, 1996................. $ 6.53 $ 6.28 $ 5.875 $ 5.625
November 1, 1996 to January 31, 1997............... $ 6.58 $ 6.44 $ 6.000 $ 5.750
February 1, 1997 to April 30, 1997................. $ 6.52 $ 6.32 $ 6.000 $ 5.750
May 1, 1997 to July 31, 1997....................... $ 6.69 $ 6.41 $ 6.188 $ 5.750
</TABLE>
- --------------------
* As reported on the New York Stock Exchange.
The NAV per Share computed as of the close of business on October 9, 1997 was
$6.62. The high, low and closing prices of the Shares as reported on the
Exchange on such date were $6.1875, $6.1875 and $6.1875, respectively.
<PAGE>
10. SUSPENSIONS AND POSTPONEMENTS OF REPURCHASE OFFER. The Fund will
not suspend or postpone the Repurchase Offer except by vote of a majority of the
Board of Directors (including a majority of disinterested Directors) and only:
(a) if the repurchases would cause the Fund to lose its status
as a regulated investment company under Subchapter M of the Code;
(b) if the repurchases would cause the Shares to be neither
listed on any national securities exchange nor quoted on any
inter-dealer quotation system of a national securities association;
(c) for any period during which the Exchange or any other
market in which the securities owned by the Fund are principally traded
is closed, other than customary weekend and holiday closings, or during
which trading in such market is restricted;
(d) for any period during which an emergency exists as a
result of which disposal by the Fund of securities owned by it is not
reasonably practicable, or during which it is not reasonably
practicable for the Fund fairly to determine its NAV; or
(e) for such other periods as the Securities and Exchange
Commission may by order permit for the protection of shareholders of
the Fund.
If the Repurchase Offer is suspended or postponed, the Fund will
provide notice thereof to shareholders. If the Fund renews the Repurchase Offer,
it will send a new Notification to all shareholders.
----------------
The Letter of Transmittal and certificates for Shares and any other
required documents should be sent by each shareholder of the Fund or his or her
broker, dealer, commercial bank, trust company or other nominee to the Transfer
Agent at the address set forth below:
THE TRANSFER AGENT:
INVESTORS FIDUCIARY TRUST COMPANY
Telephone: (800) 543-1627
<TABLE>
<CAPTION>
<S> <C>
BY OVERNIGHT COURIER, BY CERTIFIED
BY REGULAR MAIL: OR REGISTERED MAIL, OR BY HAND:
Investors Fiduciary Trust Company Investors Fiduciary Trust Company
Attn: Piper Closed-End Funds (STS Group) Attn: Piper Closed-End Funds (STS Group)
P.O. Box 419432 1004 Baltimore, Sixth Floor
Kansas City, Missouri 64141-6432 Kansas City, Missouri 64105-1802
</TABLE>
Questions and requests for further assistance or for additional copies
of this Notification, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent at its telephone number and
location listed below. Shareholders may also contact their broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Repurchase Offer.
THE INFORMATION AGENT:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 State Street
New York, New York 10004
Telephone: (800) 733-8481, Ext. 408
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK, $.01 PAR VALUE
OF
AMERICAN OPPORTUNITY INCOME FUND INC.
TENDERED PURSUANT TO THE REPURCHASE OFFER DATED OCTOBER 16, 1997
THE REPURCHASE REQUEST DEADLINE IS 5:00 P.M.,
CENTRAL TIME, ON NOVEMBER 17, 1997
The Transfer Agent:
INVESTORS FIDUCIARY TRUST COMPANY
Telephone: (800) 543-1627
<TABLE>
<CAPTION>
<S> <C>
BY OVERNIGHT COURIER,BY CERTIFIED
BY REGULAR MAIL: OR REGISTERED MAIL, OR BY HAND:
Investors Fiduciary Trust Company Investors Fiduciary Trust Company
Attn: Piper Closed-End Funds (STS Group) Attn: Piper Closed-End Funds (STS Group)
P.O. Box 419432 1004 Baltimore, Sixth Floor
Kansas City, Missouri 64141-6432 Kansas City, Missouri 64105-1802
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used (a) by shareholders tendering
certificated Shares, (b) by shareholders tendering uncertificated Shares held by
the Fund's Transfer Agent pursuant to the Fund's dividend reinvestment plan, or
(c) by shareholders tendering by book-entry transfer Shares which are registered
in the shareholder's name. A SHAREHOLDER WHO HOLDS SHARES THROUGH A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST INSTRUCT SUCH
BROKER OR OTHER NOMINEE TO EFFECT THE TENDER ON HIS OR HER BEHALF.
A properly completed and duly executed Letter of Transmittal, any
certificates representing Shares tendered, and any other documents required by
this Letter of Transmittal should be mailed or delivered to the Transfer Agent
at the appropriate address set forth above (facsimile transmissions will not be
accepted) and must be received by the Transfer Agent prior to 5:00 p.m., Central
Time, on November 17, 1997, unless the tendering party has satisfied the
conditions for guaranteed delivery described in Section 3 of the Notification of
Offer to Repurchase. Delivery of documents to a book-entry transfer facility,
such as The Depository Trust Company ("DTC"), does not constitute delivery to
the Transfer Agent.
<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED -- TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s) appear(s) on Share CERTIFICATED SHARES
Certificate(s) or, in the case of book-entry shares, on security (Attach additional signed schedule, if necessary)
position listing)
- ---------------------------------------------------------------- --------------------------------------------------------
NAME: Total Number
Share of Shares Number of
Certificate Represented by Shares
Number(s) Share Certificate(s) Tendered*
ADDRESS:
[ ] Check here if you would like to credit to a book-entry account
any certificated Shares accompanying this Letter of Transmittal
which either are not tendered or are not accepted for payment. Total Shares
--------------------------------------------------------
[ ] Check here if your stock certificate(s) has been lost or BOOK-ENTRY SHARES
destroyed. See Instruction 2. Number of Shares Tendered __________
* If you desire to tender fewer than all Shares evidenced by a certificate listed above, please indicate in this column the
number of Shares you wish to tender. THE NUMBER OF SHARES TENDERED MUST BE A WHOLE SHARE AMOUNT; NO FRACTIONAL SHARES WILL
BE ACCEPTED FOR TENDER. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN SHARES -- TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 8)
- ----------------------------------------------------------------------------------------------------------------------------
THE UNDERSIGNED ALSO IS TENDERING UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAMES OF THE REGISTERED OWNER(S) BY
THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN ("DRP"):
[ ] YES [ ] NO
IF THE ANSWER TO THE PRECEDING QUESTION WAS "YES," INDICATE WHETHER YOU ARE TENDERING ALL OR A PARTIAL AMOUNT OF SUCH
DRP SHARES:
[ ] ALL [ ] PARTIAL TENDER (INDICATE NUMBER OF SHARES TENDERED, WHOLE SHARE AMOUNTS ONLY: )
--------------------
- ----------------------------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE TRANSFER AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------------------------------------------------------------
DTC Participant Number:
-----------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO TRANSFER AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
--------------------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------------------------------------------------------
Name of Eligible Institution which Guaranteed Delivery:
---------------------------------------------------------------------
DTC Participant Number (if delivered by book-entry transfer):
---------------------------------------------------------------
</TABLE>
<PAGE>
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tenders to American Opportunity Income Fund Inc. (the "Fund"), a diversified,
closed-end management investment company organized as a Minnesota corporation,
the above-described shares of Common Stock, par value $.01 per share (the
"Shares"), of the Fund, at a price (the "Purchase Price") equal to the net asset
value per Share ("NAV") determined as of the close of the regular trading
session of the New York Stock Exchange on the Repurchase Pricing Date (as
defined in the Notification of Offer to Repurchase) in cash, upon the terms and
subject to the conditions set forth in the Notification of Offer to Repurchase
dated October 16, 1997, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which Notification of Offer to Repurchase and Letter of
Transmittal together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the Signor hereby sells, assigns and transfers to, or
upon the order of, the Fund all right, title and interest in and to all of the
Shares that are being tendered hereby that are purchased pursuant to the Order
and hereby irrevocably constitutes and appoints Investors Fiduciary Trust
Company (the "Transfer Agent") as attorney-in-fact of the Signor with respect to
such Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) present
certificate(s) for such Shares, if any, for cancellation and transfer on the
Fund's books, and (b) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms and subject to the conditions set forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor has full
power and authority to validly tender, sell, assign and transfer the Shares
tendered hereby; (b) when and to the extent the Fund accepts the Shares for
purchase, the Fund will acquire good, marketable and unencumbered title thereto,
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c) on request,
the Signor will execute and deliver any additional documents that the Transfer
Agent or the Fund deems necessary or desirable to complete the assignment,
transfer and purchase of the Shares tendered hereby; and (d) the Signor has read
and agrees to all of the terms and conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances set forth in the
Notification of Offer to Repurchase, the Fund may not be required to purchase
any of the Shares tendered hereby or may accept for purchase, pro rata with
Shares tendered by other shareholders, fewer than all of the Shares tendered
hereby. In either event, the Signor understands that the certificate(s) for the
Shares not purchased, if any, will be returned to the Signor at the registered
address above unless otherwise indicated under the Special Delivery instructions
below. The Signor recognizes that the Fund has no obligation, pursuant to the
Special Payment Instructions, to transfer any Shares from the name of the
registered owner thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
The check for the Purchase Price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated below,
unless otherwise indicated below in the box titled "Special Payment
Instructions" or the box titled "Special Delivery Instructions." The Fund will
not pay interest on the Purchase Price under any circumstances.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor, and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions," the
Fund will issue the check for the Purchase Price and/or return any Share
certificates not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under
<PAGE>
"Special Delivery Instructions," the Fund will mail the check for the Purchase
Price for any Shares purchased and/or return any Share certificates not tendered
or not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered." In the event both the Special Payment Instructions and the Special
Delivery Instructions are completed, the Fund will issue the check for the
Purchase Price and/or return any Share certificates not tendered or not accepted
for payment in the name of, and deliver such check and/or return Share
certificates to, the person(s) so indicated. The undersigned recognizes that the
Fund has no obligation pursuant to the Special Payment Instructions to transfer
any Shares from the name of the registered holder thereof if the Fund does not
accept for payment any of the Shares tendered hereby.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------- -------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share certificates not To be completed ONLY if Share certificates not ten-
tendered or not accepted for payment and/or the check dered or not accepted for payment and/or the check for
for the purchase price of Shares accepted for payment the purchase price of Shares accepted for payment are
are to be issued in the name of someone other than the to be sent to someone other than the undersigned or to
undersigned. the undersigned at an address other than that shown
above.
Issue: [ ] Check [ ] Certificate(s) to:
Mail: [ ] Check [ ] Certificate(s) to:
Name(s):
---------------------------------------------
Name(s):
-----------------------------------------------
- -----------------------------------------------------
(Please Type or Print)
-----------------------------------------------
(Please Type or Print)
Address:
---------------------------------------------
Address:
-----------------------------------------------
- -----------------------------------------------------
(Include Zip Code)
-------------------------------------------------------
(Include Zip Code)
- -----------------------------------------------------
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9 below)
- ----------------------------------------------------- -------------------------------------------------------
</TABLE>
<PAGE>
IMPORTANT:
ALL TENDERING SHAREHOLDERS MUST COMPLETE AND SIGN THIS SECTION
AND THE SUBSTITUTE FORM W-9 (WHICH APPEARS ON THE LAST
PAGE OF THIS LETTER OF TRANSMITTAL)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Shareholder(s))
Dated: ______________________________, 19_____
(Must be signed by the registered holder(s) exactly as the name(s) appear(s) on
the Share certificate or on a security position listing or by person(s)
authorized to become registered holder(s) of certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers or corporations or others acting
in a fiduciary or representative capacity, please provide the following
information. See Instruction 5.)
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Type or Print)
Capacity (Full Title):
----------------------------------------------------------
(See Instruction 5)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Codes and Telephone Numbers:
-----------------------------------------------
Home Business
Taxpayer Identification or Social Security No.:
---------------------------------
GUARANTEE OF SIGNATURE(S):
PLACE MEDALLION GUARANTEE OR SIGNATURE GUARANTEE IN SPACE BELOW
(MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE INSTRUCTIONS 1 AND 5.)
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on this Letter of Transmittal must be guaranteed by a brokerage firm or a
financial institution that is a member of a securities approved medallion
program, such as Securities Transfer Agents Medallion Program, Stock Exchanges
Medallion Program or New York Stock Exchange, Inc. Medallion Signature Program
(each such member being referred to as an "Eligible Institution"), unless the
Shares tendered hereby are (a) tendered by the registered holder(s) of such
Shares who has not provided "Special Delivery Instructions" or "Special Payment
Instructions" in this Letter of Transmittal, or (b) issued pursuant to the
Fund's Dividend Reinvestment Plan ("DRP") and are the only Shares being
tendered. See Instruction 5. If the Shares certificates are registered in the
name of a person other than the signer of this Letter of Transmittal, then the
tendered certificates must be endorsed or accompanied by appropriate stock
powers, signed exactly as the name or names of the registered holder or holders
appears on the certificates, with the signatures on the certificates or stock
powers guaranteed by an Eligible Institution as provided herein. See Instruction
5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used (a) if Share certificates are to be forwarded
herewith, (b) if uncertificated Shares held by the Fund's Transfer Agent
pursuant to the DRP are to be tendered, or (c) if tenders are to be made by
book-entry transfer to the account maintained by the Transfer Agent pursuant to
the procedure set forth in Section 3 of the Notification of Offer to Repurchase.
The method of delivery of Share certificates, this Letter of Transmittal
and all other required documents, including delivery through DTC, is at the
option and sole risk of the tendering shareholder, and the delivery will be
deemed made only when actually received by the Transfer Agent. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery. Shareholders have the responsibility to cause their Shares (in proper
certificated or uncertificated form), this Letter of Transmittal and any
required signature guarantees and any other documents required by this Letter of
Transmittal to be timely delivered in accordance with the Offer.
The Fund will not accept any alternative, conditional or contingent
tenders. All tendering shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their tender.
If your stock certificate(s) has been either lost or destroyed, please
check the appropriate box in the section "Description of Shares Tendered" on the
front of this Letter of Transmittal and the appropriate forms for replacement
will be sent to you. You will then be instructed as to the steps you must take
to receive your check and/or certificate(s) for unpurchased Shares.
3. INADEQUATE SPACE. If the space provided in any of the above boxes is
inadequate, the necessary information should be listed on a separate signed
schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS). If fewer
than all the Shares represented by any Share certificates delivered to the
Transfer Agent are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shares Tendered," as appropriate. This
must be a whole Share amount; no fractional shares will be accepted for partial
tender. A new Share certificate for the untendered Shares will be sent, without
expense, to the person(s) signing this Letter of Transmittal as soon as
practicable after the Repurchase Request Deadline. All Shares represented by
certificate(s) delivered to the Transfer Agent will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
<PAGE>
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Fund of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made, or Share
certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s). Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person or persons other than
the registered holder(s) of the Shares evidenced by the certificate(s) listed
and transmitted hereby, the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificate(s). Signatures on such
certificate(s) or stock powers must be guaranteed by an Eligible Institution,
unless the signature is that of an Eligible Institution.
6. TRANSFER TAXES. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, (a)
payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) unpurchased Shares are to be registered in the name(s)
of any person(s) other than the registered owner(s), or (b) if any tendered
certificate(s) are registered, or the Shares tendered are otherwise held, in the
name(s) of any person(s) other than the registered owner, the amount of any
transfer taxes (whether imposed on the registered owner(s) or such other
person(s)) payable on account of the transfer to such person(s) will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person
other than the registered owner(s) or if such certificate(s) and/or check(s) are
to be sent to someone other than the registered owner(s) or the registered
owner(s) at a different address, the captioned boxes "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal must be completed.
8. TENDER OF DRP SHARES. Shareholders who are participants in the Fund's
DRP and who wish to tender DRP Shares pursuant to the Offer should so indicate
by (a) marking "Yes" in the section of this Letter of Transmittal captioned
"Dividend Reinvestment Plan," and (b) indicate whether they are tendering all or
a partial amount of their DRP shares. Partial tenders must be for whole Share
amounts; fractional shares will not be accepted for tender.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of tenders will be determined by the
Fund, in its sole discretion, which determination shall be final and binding.
The Fund reserves the absolute right to reject any or all tenders determined not
to be in appropriate form or to refuse to accept for payment, purchase or pay
for any Shares if, in the opinion of the Fund's counsel, accepting, purchasing
or paying for such Shares would be unlawful. The Fund also reserves the absolute
right to waive any of the conditions of the Offer or any defect in any tender,
whether generally or with respect to any particular Share(s) or shareholder(s).
The Fund's interpretations of the terms and conditions of the Offer (including
these instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such times as the
Fund shall determine. Tenders will not be deemed to have been made until the
defects or irregularities have been cured or waived.
NEITHER THE FUND, PIPER CAPITAL MANAGEMENT INCORPORATED (THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR), THE TRANSFER AGENT, THE INFORMATION AGENT
NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF DEFECTS IN
TENDERS, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH
NOTICE.
10. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Transfer Agent at the mailing
address or telephone number provided above. Requests for additional copies of
the Notification of Offer to Repurchase and this Letter of Transmittal may also
be directed to the Transfer Agent. Shareholders who do not own Shares directly
may also obtain such information and
<PAGE>
copies from the broker, dealer, commercial bank, trust company or other nominee.
SHAREHOLDERS WHO DO NOT OWN SHARES DIRECTLY ARE REQUIRED TO TENDER THEIR SHARES
THROUGH THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
AND SHOULD NOT SUBMIT THIS LETTER OF TRANSMITTAL TO THE TRANSFER AGENT.
11. BACKUP WITHHOLDING TAX. Each tendering shareholder, unless an exemption
applies, must notify the Transfer Agent of such shareholder's correct taxpayer
identification number ("TIN") (or certify that such taxpayer is awaiting a TIN)
and provide certain other information by completing Substitute Form W-9 provided
under "Important Tax Information" below. Failure to provide the information on
the form or to check the box in Part 2 of the form may subject the tendering
shareholder to 31% federal income tax backup withholding on the payments made to
the shareholder (or other payee) with respect to Shares purchased pursuant to
the Offer. The box in Part 2 of the form may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 is checked, 31% of all
payments due to the shareholder will be withheld until the Transfer Agent is
provided with a TIN. If the Transfer Agent is not provided with a TIN within
sixty (60) days, such retained amounts will be remitted to the Internal Revenue
Service as backup withholding.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, SHARES (IN PROPER
CERTIFICATED OR UNCERTIFICATED FORM), AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE TRANSFER AGENT, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE TRANSFER AGENT, ON OR PRIOR TO
THE REPURCHASE REQUEST DEADLINE.
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL
INFORMATION ONLY. IT MAY NOT BE APPLICABLE TO FOREIGN SHAREHOLDERS. ALL
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THE OFFER.
SUBSTITUTE FORM W-9
Under federal income tax laws, the Transfer Agent may be required to
withhold 31% of the amount of any payment made to certain shareholders pursuant
to the Offer. In order to avoid such backup withholding, each tendering
shareholder must provide the Transfer Agent with such holder's correct TIN by
completing the Substitute Form W-9 set forth below. In general, if a shareholder
is an individual, the TIN is the Social Security Number of such individual. If
the Transfer Agent is not provided with the correct TIN, the holder may be
subject to a penalty imposed by the Internal Revenue Service. Certain
shareholders (including, among others, all corporations) are not subject to
these backup withholding and reporting requirements. (In order for a foreign
individual to qualify as an exempt recipient, that shareholder must submit a
statement signed under penalty of perjury attesting as to that status. Forms for
such statement can be obtained from the Transfer Agent.)
CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9
Failure to complete Substitute Form W-9 will not, by itself, cause the
Shares to be deemed invalidly tendered but may require the Transfer Agent to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, the
shareholder may claim a refund from the Internal Revenue Service.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
PAYER'S NAME: INVESTORS FIDUCIARY TRUST COMPANY
- --------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN (SOCIAL PART 2--
FORM W-9 SECURITY NUMBER) AND CERTIFY BY SIGNING AND
DATING BELOW
Department of the Treasury Awaiting TIN [ ]
Internal Revenue Service Please see below.
-------------------------------------
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE AND (2) I AM
NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN NOTIFIED BY
THE INTERNAL REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACK
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.
(YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT
YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR
DIVIDENDS ON YOUR RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY THE IRS THAT
YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION FROM
THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS
OUT ITEM (2)).
Name:
--------------------------------------------------------------------
(Please Print)
Address:
-----------------------------------------------------------------
-------------------------------------------------------------------------
(Include Zip Code)
Signature: Date:
--------------------------------------- ----------------
- --------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not provide a taxpayer identification
number to the payer, 31% of all reportable payments due to me pursuant to the Offer will be withheld until I
provide a Tax Identification Number to the payer and that, if I do not provide my Taxpayer Identification
Number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding.
Signature: Date:
------------------------------------------------------------ ------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTICE OF GUARANTEED DELIVERY
REGARDING THE OFFER BY
AMERICAN OPPORTUNITY INCOME FUND INC.
TO REPURCHASE FOR CASH 25% OF ITS ISSUED AND
OUTSTANDING SHARES AT NET ASSET VALUE PER SHARE
This form must be used to accept the Offer (as defined below) if a
shareholder's certificates for Shares are not immediately available or if time
will not permit the Letter of Transmittal and other required documents to reach
the Transfer Agent on or before the Repurchase Request Deadline. Terms used in
this form that are not otherwise defined herein shall have the meanings
specified in the Notification of Offer to Repurchase dated October 16, 1997.
This form may be delivered by hand, overnight courier or mail to the Transfer
Agent at the address set forth below. Facsimile transmittal is not an acceptable
form of delivery. Tenders using this form may be made only by or through a
brokerage firm or a financial institution that is a member of a securities
approved medallion program, such as Securities Transfer Agents Medallion
Program, Stock Exchanges Medallion Program or New York Stock Exchange, Inc.
Medallion Signature Program.
THE TRANSFER AGENT:
INVESTORS FIDUCIARY TRUST COMPANY
Telephone: (800) 543-1627
<TABLE>
<CAPTION>
<S> <C>
BY OVERNIGHT COURIER, BY CERTIFIED
BY REGULAR MAIL: OR REGISTERED MAIL, OR BY HAND:
Investors Fiduciary Trust Company Investors Fiduciary Trust Company
Attn: Piper Closed-End Funds (STS Group) Attn: Piper Closed-End Funds (STS Group)
P.O. Box 419432 1004 Baltimore, Sixth Floor
Kansas City, Missouri 64141-6432 Kansas City, Missouri 64105-1802
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESSEE
OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to American Opportunity Income Fund Inc.
(the "Fund"), upon the terms and subject to the conditions set forth in its
Notification of Offer to Repurchase dated October 16, 1997 and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of which
are hereby acknowledged, the number of Shares specified below pursuant to the
guaranteed delivery procedures set forth in Section 3 of the Notification of
Offer to Repurchase.
Number of Shares Tendered: __________
<TABLE>
<CAPTION>
<S> <C>
Certificate Nos. (if available): Name(s) of Record Holder(s):
---------- --------------
- ------------------------------------------ ------------------------------------------
- ------------------------------------------ ------------------------------------------
If Shares will be tendered by book-entry Address:
transfer to Depository Trust Company, ----------------------------------
please check box: [ ] ------------------------------------------
DTC Participant Number: ------------------------------------------
------------------- ------------------------------------------
Area Code and Telephone Number:
-----------
------------------------------------------
</TABLE>
<PAGE>
UNCERTIFICATED SHARES HELD IN FUND'S DIVIDEND REINVESTMENT PLAN
The undersigned also tenders uncertificated Shares that may be held in
the name(s) of the registered holder(s) by the Fund's transfer agent pursuant to
the Fund's Dividend Reinvestment Plan. If neither of these boxes is checked, any
such uncertificated Shares will NOT be tendered.
[ ] Yes [ ] No
If the undersigned answered "Yes" above, indicate the number of
uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's
Dividend Reinvestment Plan that the undersigned desires to tender:
[ ] All
[ ] Partial tender (indicate number of Shares tendered, whole share
amounts only: )
--------------------
Dated: , 1997
-------------------- ------------------------------------
------------------------------------
Signature(s)
GUARANTEE
The undersigned, a brokerage firm or financial institution that is a
member of a securities approved medallion program, hereby guarantees to deliver
to the Transfer Agent certificates representing the Shares tendered hereby, in
proper form for transfer (or to tender Shares pursuant to the procedure for
book-entry transfer into the Transfer Agent's account at Depository Trust
Company if so specified on the first page of this Notice), together with a
properly completed and duly executed Letter of Transmittal with any required
signature guarantees, and any other required documents, within five New York
Stock Exchange trading days after the date of receipt hereof by the Transfer
Agent.
Name of Firm:
-------------------------------------------------------------------
(Please Print)
Authorized Signature:
-----------------------------------------------------------
Name:
---------------------------------------------------------------------------
(Please Print)
Title:
--------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
-------------------------------------------------
Dated: , 1997
----------------------
<PAGE>
OFFER BY
AMERICAN OPPORTUNITY INCOME FUND INC.
TO REPURCHASE FOR CASH UP TO 25% OF ITS
SHARES OF COMMON STOCK
THE REPURCHASE REQUEST DEADLINE IS
5:00 P.M., CENTRAL TIME, ON NOVEMBER 17, 1997
October 16, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the
offer of American Opportunity Income Fund Inc., a Minnesota corporation
registered under the Investment Company Act of 1940, as amended, as a
closed-end, diversified management investment company (the "Fund"), to purchase
up to 25% of its outstanding shares of common stock, par value $.01 per share
(the "Shares"), upon the terms and conditions set forth in the Notification of
Offer to Repurchase dated October 17, 1997 and in the related Letter of
Transmittal (which together constitute the "Repurchase Offer"). The price to be
paid for the Shares is an amount per Share, net to the seller in cash, equal to
100% of the net asset value per Share as determined by the Fund at the close of
regular trading on the New York Stock Exchange on December 1, 1997, minus a
repurchase fee equal to $.02 per Share.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Repurchase Offer to their
attention as promptly as possible. No fees or commissions will be payable to
brokers, dealers or other persons for soliciting tenders of Shares pursuant to
the Offer. The Fund will, however, upon request, reimburse you for reasonable
and customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Fund will pay all transfer taxes on
its purchase of Shares, subject to Instruction 6, "Transfer Taxes," of the
Letter of Transmittal. HOWEVER, BACKUP WITHHOLDING AT A 31% RATE MAY BE REQUIRED
UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION
INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 6, "TAX CONSEQUENCES,"
OF THE NOTIFICATION OF OFFER TO REPURCHASE AND INSTRUCTION 11, "BACKUP
WITHHOLDING TAX," OF THE LETTER OF TRANSMITTAL.
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. Notification of Offer to Repurchase dated October 16, 1997;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery; and
4. Form of letter to clients which may be sent to your clients
for whose accounts you hold Shares registered in your name (or
in the name of your nominee).
<PAGE>
As described in the Notification of Offer to Repurchase under Section
3, "Procedures for Tendering Shares," tenders may be made without the concurrent
deposit of stock certificates if (a) such tenders are made by or through a
brokerage firm or financial institution that is a member of a securities
approved medallion program; and (b) certificates for Shares (or a confirmation
of a book-entry transfer of such Shares into the Transfer Agent's account at the
Depository Trust Company), together with a properly completed and duly executed
Letter of Transmittal and any other documents required by the Letter of
Transmittal, are received by the Transfer Agent within five New York Stock
Exchange trading days after receipt by the Transfer Agent of a properly
completed and duly executed Notice of Guaranteed Delivery.
As described in the Notification of Offer to Repurchase, if more than
25% of the Fund's outstanding Shares (the "Repurchase Offer Amount") are duly
tendered prior to the Repurchase Request Deadline, the Fund may, but is not
obligated to, increase the number of Shares that the Fund is offering to
repurchase by an additional amount not to exceed 2% of the Fund's outstanding
Shares. If the Fund determines not to repurchase such additional shares, or if
Fund shareholders tender Shares in an amount exceeding the Repurchase Offer
Amount plus 2% of the outstanding Shares, the Fund will repurchase Shares
tendered on a pro rata basis.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDERS AS TO WHETHER TO TENDER ALL OR ANY SHARES.
Any questions you have with respect to the Repurchase Offer or any
requests for additional copies of the enclosed materials should be directed to
the Information Agent, Shareholder Communications Corporation, at (212)
805-7113.
Very truly yours,
AMERICAN OPPORTUNITY
INCOME FUND INC.
Susan S. Miley
Secretary
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF AMERICAN OPPORTUNITY INCOME FUND INC., THE
INFORMATION AGENT OR THE TRANSFER AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE
REPURCHASE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS
SPECIFICALLY SET FORTH IN SUCH MATERIAL.
<PAGE>
OFFER BY
AMERICAN OPPORTUNITY INCOME FUND INC.
TO REPURCHASE FOR CASH UP TO 25% OF ITS
SHARES OF COMMON STOCK
THE REPURCHASE REQUEST DEADLINE IS
5:00 P.M., CENTRAL TIME, ON NOVEMBER 17, 1997
October 16, 1997
To Our Clients:
Enclosed for your consideration is the Notification of Offer to
Repurchase, dated October 16, 1997, of American Opportunity Income Fund Inc., a
Minnesota corporation registered under the Investment Company Act of 1940, as
amended, as a closed-end, diversified management investment company (the
"Fund"). The Fund is offering to repurchase up to 25% of its outstanding shares
of common stock, par value $.01 per share (the "Shares"), upon the terms and
conditions set forth in the Notification of Offer to Repurchase.
The Notification of Offer to Repurchase is being forwarded to you for
your information only. You cannot tender Shares held by us for your account. A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY
PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the following:
(1) The purchase price to be paid for the Shares is an amount
per Share, net to the seller in cash, equal to 100% of the net asset
value per Share as determined by the Fund at the close of regular
trading on the New York Stock Exchange on December 1, 1997, minus a
repurchase fee equal to $.02 per Share. Through the Repurchase Request
Deadline, the current market price and net asset value of Fund Shares
can be obtained from Shareholder Communications Corporation, the Fund's
Information Agent, by calling (800) 733-8481, Ext. 408.
(2) The Fund's offer to repurchase its shares (the "Repurchase
Offer") is not conditioned upon any minimum number of Shares being
tendered.
(3) If the Repurchase Offer is not suspended or postponed, the
Fund will purchase all Shares validly tendered prior to 5:00 p.m.,
Central Time, on the Repurchase Request Deadline, provided the number
of Shares tendered by all shareholders does not exceed 25% of the
Fund's outstanding Shares (the "Repurchase Offer Amount"). In the event
more than 25% of the Fund's outstanding Shares are tendered, the Fund
may, but is not obligated to, increase the number of Shares the Fund is
offering to repurchase by an additional amount not to exceed 2% of the
Fund's outstanding Shares. If the Fund determines not to repurchase
such additional shares, or if Fund shareholders tender Shares in an
amount exceeding the Repurchase Offer Amount plus 2% of the outstanding
Shares, the Fund will repurchase Shares tendered on a pro rata basis.
(4) Tendering shareholders will not be obligated to pay
brokerage commissions or, except as set forth under "Terms of
Repurchase Offer--7. Transfer Taxes" in the Notification of Offer to
Repurchase, stock transfer taxes on the purchase of Shares by the Fund
pursuant to the Repurchase Offer.
<PAGE>
(5) Your instructions to us should be forwarded in ample time
before the Repurchase Request Deadline to permit us to submit a tender
on your behalf.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified below. YOUR INSTRUCTIONS TO US SHOULD BE
FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON
YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER.
NEITHER THE FUND NOR THE BOARD OF DIRECTORS IS MAKING ANY
RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES IN THE REPURCHASE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE
THE NOTIFICATION OF OFFER TO REPURCHASE CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
Notification of Offer to Repurchase dated October 16, 1997 relating to the
Repurchase Offer by American Opportunity Income Fund Inc. (the "Fund") to
repurchase up to 25% of its outstanding shares of common stock, par value $.01
per share (the "Shares").
This will instruct you to tender to the Fund the number of Shares
indicated below (which are held by you for the account of the undersigned), upon
the terms and subject to the conditions set forth in the Notification of Offer
to Repurchase that you have furnished to the undersigned.
- --------------------------------------------------------------------------------
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
[ ] All Shares held for the undersigned;
or
[ ] __________ Shares
(Enter number of Shares to be tendered.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE BOX
----------------------------------------
----------------------------------------
(Signature(s))
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(Please print Name(s) and Address here)
Area Code and Telephone No.
---------------------------------
------------------------------------------------------------
Taxpayer Identification (Social Security) Number
- --------------------------------------------------------------------------------
Date:
----------------
