<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. 4)
----------------
ILM II SENIOR LIVING, INC.
A VIRGINIA CORPORATION
(NAME OF SUBJECT COMPANY)
Redwood Investors, LLC
a Delaware limited liability company
Arlen Capital, LLC
(Bidder)
SHARES OF COMMON STOCK $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
(None)
(CUSIP Number of Class of Securities)
Arlen Capital, LLC
Don Augustine, Manager
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
----------------
AMENDMENT NO. 4 TO SCHEDULE 14D-1
This Amendment No. 4 amends the Offer to Purchase on Schedule 14D-1 filed
with the Securities and Exchange Commission on June 4, 1998 (the "Schedule
14D-1") by Redwood Investors, LLC, a Delaware limited partnership (the
"Purchaser"), relating to the Offer by the Purchaser to purchase up to
700,000 shares of common stock $.01 par value ("Shares") of ILM II Senior
Living, Inc., a Virginia Corporation, (the "Company"), at $7.00 per Share,
upon the terms and conditions set forth in the Offer to Purchase dated June
4, 1998, as amended by Amendment No.1, dated July 15, 1998, Amendment No. 2
dated July 29, 1998 and Amendment No. 3 dated July 29, 1998 and the related
Agreement of Sale (which, together with any supplements or amendments,
collectively constitute the "Offer"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
Page 1 of 6
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ITEM 1. SECURITY AND SUBJECT COMPANY
Items 1(a) and 1(b) are hereby supplemented and amended to include the
information set forth in the "Introduction" of the Supplement to the Offer to
Purchase, a copy of which is attached as Exhibit (a)(6) (the "Supplement")
is hereby supplemented and amended to include the information set forth on
page 1 of the Supplement, which information is incorporated herein by
reference.
Item 1(b) is further supplemented and amended to include the information
set forth in Section 7 ("Purpose and Effect of the Offer") of the Supplement,
which information is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
Items 2(a)-(d) and 2(g) are hereby supplemented and amended to include
the information set forth in the "Introduction," Section 11 ("Certain
Information Concerning the Purchaser"), and Section 12 ("Source and Amount of
Funds") of the Supplement, which information is incorporated herein by
reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 (a) is hereby supplemented and amended to include the information
set forth in Section 12 ("Source and Amount of Funds") of the Supplement,
which information is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Items 5(a)-(g) are hereby supplemented and amended to include the
information set forth in the "Introduction," Section 7 ("Purpose and Effect
of the Offer") and Section 8 ("Future Plans") of the Supplement, which
information is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Items 10(b)-(c) are hereby supplemented and amended to include the
information set forth in the "Introduction," Section 7 ("Purpose and Effect
of the Offer")
Item 10(f) is hereby supplemented and amended as follows: the
information set forth in the Supplement which is attached hereto as Exhibit
(a) (6) is incorporated in its entirety herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
(a)(5) Supplement to Offer to Purchase dated August 12, 1998.
(a)(6) Cover Letter, dated August 12, 1998 from Purchaser to Limited
Partners.
Page 2 of 6
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: August 12, 1998 REDWOOD INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ DON AUGUSTINE
----------------------------
Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ DON AUGUSTINE
----------------------------
Don Augustine, Manager
Page 3 of 6
<PAGE>
Exhibit 99(a)(5)
ILM II SENIOR LIVING, INC.
SUPPLEMENT TO THE
OFFER TO PURCHASE SHARES
OF
ILM II SENIOR LIVING, INC.
The cover page of the Offer to Purchase ("Offer") is supplemented and amended as
follows:
-------------------------------------------------------
THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME,
ON AUGUST 28, 1998, UNLESS THE OFFER IS EXTENDED.
-------------------------------------------------------
Redwood Investors, LLC, a Delaware limited liability company ("Redwood"
or the "Purchaser"), hereby offers to purchase 50,000 shares of common stock
$.01 par value ("Shares") of the issued and outstanding Shares of ILM II
Senior Living, Inc., a Virginia Corporation (the "Company").
The 50,000 Shares sought to be purchased pursuant to the Offer
represent, to the best knowledge of the Purchaser, approximately 1 percent of
Shares outstanding as of the date of the Offer.
If more than 50,000 Shares are validly tendered and not withdrawn, the
Purchaser will accept for purchase up to 50,000 Shares, on a pro rata basis,
subject to the terms and conditions herein, see "Tender Offer - Section 13,
Certain Conditions of the Offer."
INTRODUCTION
The fourth full paragraph in the "Introduction" of the Offer is hereby
supplemented and amended to read as follows:
The Offer is not conditioned upon the valid tender of any minimum number of
the Shares. If more than 50,000 Shares are tendered and not withdrawn, the
Purchaser will accept up to 50,000 of the tendered Shares on a pro rata
basis, subject to the terms and conditions herein. See "Tender
Offer--Section 13. Certain Conditions of the Offer." The Purchaser expressly
reserves the right, in its sole discretion and for any reason to waive any or
all of the conditions of the Offer, although the Purchaser does not presently
intend to do so.
SECTION 7 - PURPOSE AND EFFECTS OF THE OFFER
Section 7 of the Offer to Purchase is hereby supplemented and amended to
amend and restate the entire subsection titled "Purposes of the Offer" in
Section 7 as follows:
PURPOSE OF THE OFFER. The Purchaser established the Purchase Price of $8.00
per Share based on a number of qualitative and quantitative factors,
including: (i) the prices of recent secondary market resales of the shares
(ii) the illiquid nature of the investment; (iii) the costs to the Purchaser
associated with acquiring the Shares; and (iv) the Purchaser's or Purchaser's
agent's inspection of each property ("Factors").
The Purchase Price represents the price at which the Purchasers are
willing to purchase Shares. No independent person has been retained by
Redwood to evaluate or render any opinion with respect to the fairness of the
Purchase Price and no representation is made as to such fairness. Redwood
urges those shareholders that are considering tendering their shares pursuant
to the Offer to first consult with their own advisors (e.g. tax, financial)
in evaluating the terms of the Offer before deciding whether or not to tender
Shares.
Page 4 of 6
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ILM II SENIOR LIVING, INC.
According to reports published by The Partnership Spectrum, an
independent national reporting service that tracks the sale of limited
partnership units and real estate investment trust ("REIT") shares in the
secondary market, the low and high sales prices of Shares during the period
of March 31, 1997 through April 30, 1998, were $6.50 and $8.82, respectively.
The Purchaser is offering to purchase Shares which are a relatively
illiquid investment and are not offering to purchase the Company's underlying
assets. Consequently, the Purchaser does not believe that the underlying
asset value of the Company is determinative in arriving at the Offer Price.
Nevertheless, using publicly available information concerning the Company
contained in the Quarterly Report on Form 10-Q for the fiscal third quarter
ended May 31, 1997 filed with the SEC ("10-Q"), the Purchaser used an
estimated asset value to derive an estimated market value for the Shares
solely for purposes of formulating their Offer.
In determining their estimated value of the Shares, the Purchaser first
calculated the estimated current value of the Company's assets through a net
operating income analysis. The Purchaser's estimated net operating income
for the fiscal year ended August 31, 1997 is $4,416,000. In consideration of
the Factors discussed above, the Purchaser determined the appropriate
capitalization rate for the Company's net operating income to be
approximately 11%. The resulting net asset value of the Company's properties
was added to the Company's net current assets and the Company's total
estimated asset value was then reduced by the Purchaser's estimate of the
hypothetical costs to liquidate the portfolio plus the Purchaser's estimated
acquisition and transfer costs. The Purchaser's resulting estimated current
value per Share is $8.01.
The Purchaser is making the Offer for investment purposes with a view
towards making a profit. Redwood's intention is to acquire the Shares at a
Purchase Price which will allow Redwood to make a profit from its ownership
of the Shares.
SECTION 8 - "FUTURE PLANS"
Section 8 of the Offer to Purchase is hereby supplemented and amended to
amend and restate the second paragraph in Section 8 as follows:
The Purchaser is acquiring the Shares pursuant to the Offer for
investment purposes, and does not have any present plans or intentions to
effect a change in management or any plans with respect to a liquidation,
sale of assets or refinancing of the Company's properties. The Purchaser is
acquiring the Shares as an investment and presently intends to support the
Company's existing management. Although the Purchaser and its affiliates
have no present plans to do so, the Purchaser and its affiliates reserve the
right to acquire additional Shares (up to, but not beyond, 9.8 of the
outstanding Shares) through private purchases, one or more future tender
offers, or by any other means deemed advisable. Such future purchases may be
at prices higher or lower than the Purchase Price. By tendering your shares
pursuant to the Offer, you are giving up the opportunity to participate in
any potential future offers for the Company's shares made by the Purchaser.
SECTION 12 - SOURCE AND AMOUNT OF FUNDS.
Section 12 is hereby supplemented and amended as follows:
The Purchaser expects that approximately $416,000 (exclusive of fees and
expenses) will be required to purchase 50,000 Shares in the Partnership (less
than 1 percent of the outstanding Shares), if tendered. In conjunction with
the Offer, Purchaser has made a separate offer for up to 75,000 shares of ILM
Senior Living, Inc. at a purchase price of $7.00 per share (collectively, the
"Offers"). Purchaser expects that approximately $525,000 (exclusive of fees
and expenses) will be required to purchase 75,000 shares (less than 1 percent
of the outstanding shares), if tendered. Purchaser has a binding commitment
("Commitment")from a single member ("Member") to provide those funds as
capital contributions to Purchaser. The Member has an aggregate worth, net
of all liabilities, substantially in excess of the amount required to
purchase the 125,000
Page 5 of 6
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ILM II SENIOR LIVING, INC.
Shares pursuant to the Offers. In accordance with the Member's Commitment,
Purchaser has received a capital contribution in the amount of $925,000 for
the payment of Shares purchased pursuant to the Offers. For the month ended
July 31, 1998, Redwood Investors, LLC had cash in the amount of $930,605,
and assets, net of all liabilities of $944,281.
SECTION 13 - CERTAIN CONDITIONS OF THE OFFER
Section 13 of the Offer to Purchase is hereby supplemented and amended
to amend and restate all paragraphs except the last paragraph of Section 13
as follows:
The Purchaser will not be required to accept for payment or pay for any
Shares tendered unless, on or before the Expiration Date, Purchaser shall
have received (or waived):
(i) from the Seller, a properly completed and duly executed Agreement
of Sale; and
(ii) from the Company, confirmation to Purchaser's reasonable
satisfaction that, upon purchase of the Shares: (a) the Purchaser
will be entitled to receive all distributions, from any source,
from the Company after May 1, 1998; and (b) the Company will
change Seller's address to Purchaser's address.
Furthermore, the Purchaser will not be required to accept for payment or
pay for any Shares tendered if, on or after the date of the Offer and before
the Expiration Date, Purchaser a preliminary or permanent injunction or other
order of any federal or state court, government or governmental authority or
agency shall have been issued and shall remain in effect which (i) makes
illegal, delays or otherwise directly or indirectly restrains or prohibits
the making of the Offer or the acceptance for payment of any Shares by the
Purchasers, (ii) requires divestiture by the Purchasers of any Shares, (iv)
causes any material diminution of the benefits to be derived by the
Purchasers as a result of the transactions contemplated by the Offer, or (v)
might materially adversely affect the business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects of the Purchaser or the Company.
Page 6 of 6
<PAGE>
EXHIBIT 99(a)(6)
ILM II SENIOR LIVING, INC.
REDWOOD INVESTORS, LLC
August 12, 1998
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- --------------------------------------------------------------------------------
AMENDED OFFER TO PURCHASE
ILM II SENIOR LIVING, INC. SHARES
FOR
$8.00 CASH PER SHARE
- --------------------------------------------------------------------------------
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REDWOOD IS NOT AN AFFILIATE OF THE COMPANY
Redwood Investors, LLC ("Redwood") does hereby offer to Purchase your shares
of common stock $.01 par value ("Shares") in ILM II Senior Living, Inc. (the
"Company") subject to the terms and conditions in the Amended Offer to
Purchase and the Agreement of Sale (which together constitute the "Offer")
and which are enclosed with this letter. IT IS IMPORTANT THAT YOU TAKE SOME
TIME TO READ CAREFULLY THE ENCLOSED OFFER AND OTHER ACCOMPANYING MATERIALS IN
ORDER TO EVALUATE THE OFFER BEING MADE BY THE PURCHASER.
SPECIAL FACTORS
Before selling your Shares to Redwood, please consider the Special Factors
set forth on page 1 "Introduction" of the Offer.
PURCHASE PRICE- ILLIQUID MARKET
When you consider that there is no active market where the Company's Shares
are traded, but only an illiquid market (which is essentially nothing more
than a "matching service" that attempts to bring buyers and sellers
together), the cost of selling commissions, payment of the transfer fee,
your annual cost of tax reporting, and the cost of a trustee if Shares are
held in an IRA or pension plan, the sale of your Shares to Redwood may be a
good choice for you.
RESTRUCTURING ALTERNATIVES
In its Form 10-K Annual Report filed with the Securities and Exchange
Commission for the period ending August 31, 1997, the Company disclosed
that it is "continuing to review various restructuring alternatives that
could further increase shareholder value and liquidity." WHEN YOU CONSIDER
HOW LONG THIS REVIEW AND RESTRUCTURING HAS BEEN CONTINUING, RECEIVING CASH
FOR YOUR SHARES NOW MAY BE A BETTER ALTERNATIVE FOR YOU.
CASH PAYMENT OF THE PURCHASE AMOUNT
A cash payment for your Shares will be made to you following the Expiration
Date and within 5 business days of written notice that Redwood has been
admitted as a Shareholder of record.
AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO REDWOOD.
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1650 HOTEL CIRCLE NORTH, SUITE 200 - SAN DIEGO, CA 92108
(800) 891-4105 - FACSIMILE (619) 686-2056
<PAGE>
ILM II SENIOR LIVING, INC.
NO SELLING COMMISSION WHEN SELLING TO REDWOOD
Shares sold in the informal market "matching service" usually require
payment of a selling commission of the greater of $200 or an average of 6
percent. If you sell to Redwood, you will NOT pay any selling commission.
NO TRANSFER FEE
Redwood will be responsible for paying the $50 transfer fee.
THE OFFER IS FOR 50,000 SHARES, REPRESENTING APPROXIMATELY 1 PERCENT OF THE
SHARES OUTSTANDING AS OF THE DATE OF THE OFFER. THE OFFER TO PURCHASE IS NOT
CONDITIONED UPON THE VALID TENDER OF ANY MINIMUM NUMBER OF SHARES. IF MORE
THAN 50,000 SHARES ARE VALIDLY TENDERED TO REDWOOD, WE WILL ACCEPT UP TO
50,000 SHARES, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS IN
THE OFFER. YOU MAY TENDER ANY OR ALL SHARES WHICH YOU OWN.
If you wish to sell some or all of your Shares, all you need to do is
complete the Agreement of Sale and return it to Redwood in the pre-addressed
return envelope.
This Offer will expire at 12:00 midnight, Pacific Time, on AUGUST 28, 1998
unless extended.
For questions or assistance in completing the Agreement of Sale, please call
Arlen Capital at (800) 891-4105.
REDWOOD INVESTORS, LLC
<PAGE>
ILM II SENIOR LIVING, INC.
AGREEMENT OF SALE
The undersigned Shareholder (the "Seller") does hereby sell, assign,
transfer, convey and deliver (the "Sale") to Redwood Investors, LLC, a
Delaware limited liability company ("Redwood" or the "Purchaser"), all of the
Seller's right, title and interest in shares of common stock $.01 par value
("Shares") in ILM II Senior Living, Inc. (the "Company") being sold pursuant
to this Agreement of Sale ("Agreement") and the Offer dated June 4, 1998 (the
"Offer") for a purchase price of $8.00 per Share, less the amount of any
dividends or other distributions declared or paid from any source by the
Company with respect to the Shares after May 1, 1998 without regard to the
record date or whether such dividends or other distributions are classified
as a return on, or a return of, capital. Included in the definition of
"Shares" are any and all rights associated with Seller's Shares, including,
without limitation, any rights of such Seller in any proceeds from the
settlement after May 1, 1998, of any class action lawsuit by the Shareholders
of the Company, which lawsuit relates to the Company. CASH PAYMENT WILL BE
MADE AFTER THE EXPIRATION DATE AND WITHIN 5 BUSINESS DAYS OF WRITTEN
CONFIRMATION THAT REDWOOD HAS BEEN ADMITTED AS A SHAREHOLDER OF RECORD FOR
THE SHARES BEING PURCHASED.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Shares and has full power and authority to validly sell, assign,
transfer, convey, and deliver to the Purchaser such Shares, and that when any
such Shares are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of
all options, liens, restrictions, charges, encumbrances, conditional sales
agreements, or other obligations relating to the sale or transfer thereof,
and such Shares will not be subject to any adverse claim. The Seller further
represents and warrants that the Seller is a "United States person" as
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, or if the Seller is not a United States person, the Seller does not
own beneficially or of record more than 5 percent of the outstanding Shares.
Such Sale shall include, without limitation, all rights in, and claims to,
any Company profits and losses, cash dividends or other distributions, voting
rights and other benefits of any nature whatsoever, distributable or
allocable to such Shares under the Articles of Incorporation and Bylaws. Upon
the execution of this Agreement by the Seller, Purchaser shall have the right
to receive all benefits and cash dividends or other distributions and
otherwise exercise all rights of beneficial ownership of such Shares.
Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Shares with full power of substitution. This power of
attorney is an irrevocable power, coupled with an interest of the Seller to
Purchaser, to (i) execute, swear to, acknowledge, and file any document
relating to the transfer of the ownership of the Shares on the books of the
Company that are maintained with respect to the Shares and on the Company's
books maintained by the Company, or amend the books and records of the
Company as necessary or appropriate for the Purchaser to become the
Shareholder of record with respect to Seller's Shares, (ii) vote or act in
such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to the Shares, (iii) deliver the Shares and transfer
ownership of the Shares on the books of the Company that are maintained with
respect to the Shares and on the Company's books, maintained by the Company,
(iv) endorse on the Seller's behalf any and all payments received by
Purchaser from the Company for any period on or after May 1, 1998, which are
made payable to the Seller, in favor of Purchaser, (v) execute on the
Seller's behalf, any applications for transfer and any distribution
allocation agreements required by the National Association of Securities
Dealers, Inc.'s Notice to Members 96-14 to give effect to the transaction
contemplated by this Agreement, and (vi) receive all benefits and dividends
or other distributions and amend the books and records of the Company,
including Seller's address and record, to direct dividends or other
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Shares. Purchaser
shall not be required to post bond of any nature in connection with this
power of attorney.
Seller and Purchaser do hereby release and discharge the Company and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from all actions, causes of actions, claims or demands
Seller or Purchaser have, or may have, against any such person that result
from such party's reliance on this Agreement or any of the terms and
conditions contained herein. Seller and Purchaser do hereby indemnify and
hold harmless the Company and its affiliates and each of their respective
officers, directors, shareholders, employees, and agents from and against all
claims, demands, damages, losses, obligations, and responsibilities arising,
directly or indirectly, out of a breach of any one or more of their
respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Upon request, the Seller will execute and deliver any
additional documents deemed by the Purchaser or the Company to be necessary
or desirable to complete the assignment, transfer and purchase of such
Shares. Redwood reserves the right to amend or extend the offer at any time
without further notice to the Shareholders.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service
(the "IRS") that Seller is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations). The Seller
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any
right to trial by jury.
The undersigned Seller (including any joint owner(s)) owns and wishes to
assign the number of Shares set forth below. By its own or its Authorized
Signatory's signature below, the Seller hereby assigns its entire right,
title and interest to the Shares to the Purchaser.
By executing this Agreement the Seller hereby acknowledges to the Company
that the Seller desires to have Purchaser become the Shareholder of record as
to the Shares referenced herein and hereby directs the Company to take all
such actions as are necessary to accomplish such transfer, and appoints the
Company the agent and attorney-in-fact of the Shareholder, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Company as necessary or appropriate for the Purchaser to become the
Shareholder of record.
<PAGE>
IN WITNESS WHEREOF the Shareholder has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Shareholder (as it appears on the
investment)
-------------------------------------------------------------------
Print Name and Capacity of Authorized Signatory (if other than
above)
----------------------------------------------------------
- ---------------------------------- ----------------------------------
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for EACH Seller's (Medallion Guarantee for EACH
signature) Seller's signature)
Home Telephone Number
- ----------------------------------
Office Telephone Number
- ----------------------------------
Mailing Address
- ----------------------------------
City, State, Zip Code
- ----------------------------------
State of Residence
- ----------------------------------
Social Security/Tax ID No.
- ----------------------------------
Date
- ----------------------------------
$8.00 Sales Price per Share
- ----------------------------------
--------- Number of Shares to be sold
OR
/ / Check here if you wish to sell ALL your
Shares
=======================================
--- FOR INTERNAL USE ONLY --
ACCEPTED
REDWOOD INVESTORS, LLC
By: Its Manager, Arlen Capital, LLC
By___________________________________
=======================================
YOU MUST MAIL EXECUTED ORIGINAL AND ALL
SHARE CERTIFICATES, IF ANY, TO PURCHASER:
Redwood Investors, LLC
1650 Hotel Circle North, Suite 200
San Diego, California 92108
PLEASE CALL US AT (800) 891-4105 IF YOU HAVE ANY QUESTIONS REGARDING THE SALE
OF YOUR SHARES.
===============================================================================
INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
ALL SIGNATURES MUST BE MEDALLION GUARANTEED
BENEFICIAL OWNER OF RECORD SHOULD:
1. COMPLETE and SIGN Agreement.
2. Have your signature Medallion Guaranteed by your Bank or Broker.
3. Indicate Number of Shares Owned and/or To Be Sold.
4. Return Agreement in Envelope Provided.
JOINT OWNERSHIP
Please have ALL owners of record sign Agreement, and
SEPARATELY Medallion Guarantee each signature.
IRA/KEOGH
1. Beneficial owner must sign Agreement.
2. Provide Custodian information. (i.e. Name, Company Name, Address,
Phone No. and Account No.)
3. Redwood will obtain the Medallion Guarantee of Custodian Signature.
DEATH
If any owner is deceased, please enclose a certified copy of
Death Certificate. If Ownership is OTHER than Joint Tenants
With Right of Survivorship, please provide Letter of
Testamentary or Administration current within 60 days
showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).
CORPORATION
Corporate resolution required showing authorized signatory.
TRUST, PROFIT SHARING OR PENSION PLAN
Please provide title, signature, and other applicable pages of
Trust Agreement showing authorized signatory.
REDWOOD .5.1.98.JLM-II
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