<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Brauvin Corporate Lease Program IV L.P., a Delaware limited partnership
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
John C. Archbold
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[x] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applied:
---------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------
<PAGE>
PRELIMINARY MATERIALS
---------------------
JOHN C. ARCHBOLD
c/o The Mills Firm
300 Drake's Landing
Suite 155
Greenbrae, California 94904
Telephone: 415-464-4770
Fax: 415-464-4777
SOLICITATION STATEMENT
Relating to the Special Meeting of Limited Partners
of Brauvin Corporate Lease Program IV, L.P.
Held October 9, 1996
<PAGE>
INTRODUCTION
This Solicitation Statement and the enclosed Cancellation of Revocation are
being first mailed to the beneficial owners ("Limited Partners") of the limited
partnership interests ("Units") of Brauvin Corporate Lease Program IV, L.P., a
Delaware limited partnership (the "Partnership"), on or about October __, 1996
by the undersigned Limited Partner (the "Dissenting Partner") regarding the
revocation of proxies that may have been granted to the Corporate General
Partners of the Partnership, or its designees, for use at a special meeting of
the Limited Partners (the "Special Meeting") was held at the offices of the
Partnership, 150 South Wacker Drive, Chicago, Illinois 60606, on Wednesday,
October 9, 1996, at 1:00 p.m., Chicago Time. At that meeting, the matters
presented for vote were not passed by the Limited Partners.
On September 27, 1996, on behalf of the Dissenting Partner, our counsel,
The Mills Firm, sent a letter requesting that you revoke proxies that you may
have granted to the Corporate General Partners of our Partnership regarding the
proposal (the "Proposal") to sell the assets of the Partnership to Brauvin Real
Estate Funds, LLC, a Delaware limited liability company ("Purchaser")
("September 27 Letter"). A number of Limited Partners responded favorably to
the September 27 Letter and sent in revocations ("REVOCATIONS") as requested.
The exact number of REVOCATIONS that were sent in is not known to the Dissenting
Partner.
The Corporate General Partners and the Securities and Exchange Commission
("SEC") have questioned whether the September 27 Letter complies with the SEC's
rules regarding vote solicitations sent to investors in publicly-held entities.
This Solicitation Statement supersedes the September 27 Letter.
The purpose of this Solicitation Statement is twofold: first, to urge
Limited Partners not to cancel REVOCATIONS which have already been submitted to
the Corporate General Partners merely because the September 27 Letter may not
have been in compliance with the SEC's rules for such solicitations; and second,
to also give Limited Partners a chance to cancel REVOCATIONS submitted in
response to the September 27 Letter, if, after reading this document which was
processed in accordance with SEC rules prior to its mailing, they deem such
cancellation appropriate. If the voting is re-opened pursuant to a court order,
the effect of such cancellation of REVOCATION will be a vote in favor of the
Proposals. The Dissenting Partner has commenced class action litigation against
the Corporate General Partners and the Purchaser in the United States District
Court, Northern District of Illinois, Eastern Division, for breach of fiduciary
duty (the "Class Action Lawsuit"). For the reasons described in the next
captioned section of this Solicitation Statement, the Dissenting Partner
STRONGLY URGES ALL LIMITED PARTNERS WHO HAVE REVOKED PREVIOUSLY SUBMITTED
PROXIES NOT TO CANCEL SUCH REVOCATIONS.
---
<PAGE>
REASONS TO VOTE AGAINST THE "PROPOSAL"
Conflicts of Interest
- ---------------------
The General Partners which are recommending the Proposal, Mr. Jerome J.
Brault and Brauvin Realty Advisors, Inc. (collectively, the "Corporate General
Partners"), will control the entity which will purchase the assets of the
Partnership as described in the Proposal. Neither the Corporate General
Partners nor the Partnership have taken additional steps necessary to support
the price being paid to the Limited Partners or, indeed, to obtain a higher
price for Limited Partners, such as attempting to market the property to third
parties or subjecting the property to an auction procedure. Clearly, the
Corporate General Partners want the properties for themselves, creating the
ultimate conflict of interest. General partners of limited partnerships are
obligated to exercise the highest standard of care in connection with
transactions entered into by the partnership, particularly in connection with
related party transactions and self-dealing. Mere disclosure of self-dealing is
not adequate. Thus, a vote against the Proposal would obtain time during which
to test alternative means for determining the true value of the property and the
Units in unrelated third party transactions and procedures.
In addition, after the merger is completed, any significant increase in the
value of the Partnership's properties would inure totally to the benefit of the
Corporate General Partners. This possibility should be considered in deciding
how to vote. You may want to continue to share in the potential appreciation.
Leaving in place a REVOCATION of any proxies approving the Proposal will allow
you to continue as ultimate "owners" of the properties.
The Valuation Process
- ---------------------
The Corporate General Partners have obtained an appraisal from Cushman &
Wakefield which is based on one recommended method of appraising properties. It
does not take into account other property valuation methods, and the valuation
is not to be tested against the market. In addition, Cushman & Wakefield was
asked to render a financial "fairness" opinion with respect to the transaction
contemplated by the Proposals as a whole. Having already valued the
Partnership's assets, being asked to opine on the financial fairness of the
transaction to the Limited Partners placed that firm in a rather untenable
conflict position. It would have been more traditional, and provided more
comfort to the Limited Partners, had a reputable independent investment banking
firm been engaged to evaluate the overall transaction and render the fairness
opinion.
Leaving in place a REVOCATION of your vote for the Proposals would allow
for the process of obtaining a more complete appraisal and a wholly independent
fairness opinion.
Failure of Recommendation by Independent General Partner
- --------------------------------------------------------
In the proxy material prepared by the Corporate General Partners and
distributed to you, disclosure is made that one of the individual General
Partners who is not related to Mr. Brault or Brauvin Realty Advisors, Inc.,
Cezar M. Froelich, (the "Independent General Partner"), is not
2
<PAGE>
recommending the Proposal "since he believes that the most advantageous
methodology for a fair price for the assets would be to seek third-party offers
through an arm's-length bidding process." In fact, as also disclosed in the
Corporate General Partners' proxy material, the Independent General Partner has
announced his intention to resign as a General Partner of the Partnership. Thus,
the affiliated Corporate General Partners are asking for you to ignore the
judgment on the part of the Independent General Partner of the Partnership.
Leaving in place a REVOCATION of a prior "yes" vote on the Proposal
therefore, would be a confirmation that you, as Limited Partners, desire the
protections determined to be prudent by the Independent General Partner.
CANCELLATION OF YOUR EARLIER SUBMITTED REVOCATION WILL HAVE THE EFFECT OF
VOTING "YES" FOR THE PROPOSAL. YOU ARE URGED NOT TO CANCEL YOUR REVOCATION.
---
INFORMATION ABOUT DISSENTING PARTNER
The Dissenting Partner is John C. Archbold of Bonita, California. He
is retired and holds 30 Units of the Partnership. Mr. Archbold has been
certified as class representative for the Limited Partners of the Partnership in
the above described Class Action Lawsuit. His only interest in the Proposal is
to see that the value of the Units is maximized by the General Partners of the
Partnership in any transaction, or series of transactions, in which the
Partnership properties are disposed of.
3
<PAGE>
INFORMATION CONCERNING THE MILLS FIRM
The Mills Firm is a law firm located in Greenbrae, California. It is
acting as counsel for the Dissenting Partner. The Mills Firm will derive fees
from representing the Dissenting Partner, who has been certified as a class
representative for other Limited Partners in the Class Action Lawsuit. As a
part of its engagement with the Dissenting Partner, The Mills Firm agreed to
bear the costs of the preparation and dissemination of this Solicitation
Statement and the September 27 Letter. Except for legal fees to be derived from
such representation, The Mills Firm has no other interest in transactions
described by the Proposals. The Mills Firm has no direct economic interest in
the outcome of the vote being sought by the Corporate General Partners.
GENERAL
The REVOCATION was solicited by and on behalf the Dissenting Partner.
The Dissenting Partner encourages you not to revoke it. This solicitation will
be made by mail.
Each Unit is entitled to one vote. A majority of the Units must be voted
in favor of the Proposal for it to be approved. REVOCATION of a "yes" vote, as
well as failure to vote affirmatively, is effectively a "NO" vote. The effect
of a cancellation of a REVOCATION will be a "yes" vote for the Proposal. Even
though received by the Corporate General Partners after the Special Meeting,
cancellation of a REVOCATION could have the effect of encouraging the court to
re-open the vote counting process with the possible result of the Proposal being
deemed approved.
Any Limited Partner submitting the accompanying Cancellation of Revocation
has the right to revoke it by notifying the Corporate General Partners of the
Company in writing at any time prior to any re-count of the voting at the
Special Meeting.
----------------------------
"Dissenting Partner"
4
<PAGE>
SPECIAL MEETING - OCTOBER 9, 1996
THE REVOCATION OF YOUR APPROVAL VOTE IS EXTREMELY IMPORTANT
YOU ARE STRONGLY URGED NOT TO CANCEL IT.
1. If you wish to cancel a Revocation previously submitted in response to the
September 27 Letter, you must submit the enclosed Cancellation of
Revocation on or before October__, 1996.
4. If your Units are held for you in "street name" by a bank or broker, the
bank or broker may not cancel your Revocation without your instruction.
Call your bank or broker and instruct your representative to cancel your
earlier submitted Revocation.
5. If you have any questions or require any additional information concerning
this Solicitation Statement, please contact :
The Mills Firm
300 Drake's Landing
Suite 155
Greenbrae, California 94904
Telephone: 415-464-4770
Fax: 415-464-4777
<PAGE>
CANCELLATION OF REVOCATION
IF YOU WISH TO CANCEL AN EARLIER SUBMITTED REVOCATION OF PROXY, SIGN, DATE AND
- -------------------------------------------------------------------------------
RETURN THIS DOCUMENT PROMPTLY TO: The Herman Group, Inc., 2121 San Jacinto
- ---------------------------------
Street, 26th Floor, Dallas, Texas 75201; Fax nos. 214-999-9323 or 214-999-9348.
If you have any questions, please call 415-464-4770.
To: The Herman Group, Inc.
2121 San Jacinto Street
26th Floor
Dallas, Texas 75201
This shall advise you that I hereby cancel my earlier submitted Revocation
of Proxy relating to actions proposed to be taken at a Special Meeting of the
Partnership called by the General Partners in a notice and proxy statement dated
August 23, 1996. This cancellation of revocation shall apply to the following
limited partnership:
Brauvin Corporate Lease Program IV, L.P.
Dated: , 1996
--------------
[This document must be dated to be valid]
----
- ---------------------------------- ----------------------------------
Signature of Limited Partner Signature of Joint Holder (if any)
- ---------------------------------- ----------------------------------
Print Name
----------------------------------
- ---------------------------------- ----------------------------------
Title Address
Please sign exactly as name appeared on your earlier proxy. When interests are
held by joint tenants, both should sign. When signed as an attorney, as
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
