-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nx/O0M26gv1OapKA25rgtGBfMq2AzA8Ww/p95o1mYa/ZrTGoO0TsC/svMmPZ/uJ7 QdhzJvpIDGcm37Wpd3eCeQ== 0000950134-02-005784.txt : 20020515 0000950134-02-005784.hdr.sgml : 20020515 20020515173051 ACCESSION NUMBER: 0000950134-02-005784 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020515 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES CENTRAL INDEX KEY: 0000352983 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942744492 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42730 FILM NUMBER: 02653960 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR STREET 2: PO BOX 1089 CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC TO-T/A 1 d96542rrscto-ta.txt AMENDMENT NO. 1 TO SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (Name of Subject Company (Issuer)) AIMCO PROPERTIES, L.P. -- OFFEROR (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Patrick J. Foye Executive Vice President Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8081 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E., Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $11,962,972.60 $1,101 * For purposes of calculating the fee only. ** Previously paid. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: ---------- ---------- Form or Registration No.: Date Filed: ---------- ---------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject [ ] going-private transaction subject to Rule 14d-1. to Rule 13e-3. [ ] issuer tender offer subject [ ] amendment to Schedule 13D under to Rule 13e-4. Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] TENDER OFFER STATEMENT This amendment amends the Tender Offer Statement on Schedule TO filed by AIMCO Properties, L.P., a Delaware limited partnership, in connection with its tender offer to purchase outstanding units of limited partnership interest of Consolidated Capital Institutional Properties, a California limited partnership, at a price of $166.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated May 7, 2002, and in the related Letter of Transmittal and Acknowledgment and Agreement, which, as amended and supplemented from time to time, together constitute the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment and Agreement were filed with the original Statement on Schedule TO as Exhibits 1, 2 and 3, respectively. The information in Exhibits 1-3, 5 and 6 is incorporated in this Schedule TO by reference in answer to items 1 through 11 of Schedule TO. On May 15, 2002, AIMCO Properties, L.P. mailed a supplement to the Offer to Purchase and a Supplemental Acknowledgment and Agreement to the holders of units of Consolidated Capital Institutional Properties. A copy of the supplement is filed as Exhibit 7, and a copy of the Supplemental Acknowledgement and Agreement is filed as Exhibit 8 to this amended statement. ================================================================================ Item 12. Exhibits. 1 Offer to Purchase limited partnership units of Consolidated Capital Institutional Properties, dated May 7, 2002. (Previously filed.) 2 Letter of Transmittal and related instructions, dated May 7, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (1)(a)). (Previously filed.) 3 Acknowledgement and Agreement, dated May 7, 2002. (Previously filed.) 4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties (Previously filed.) 5 Third Amended and Restated Credit Agreement (Secured Revolving Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). (Previously filed.) 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by this reference. (Previously filed.) 7 Supplement to the Offer to Purchase, dated May 15, 2002. 8 Supplemental Acknowledgement and Agreement, dated May 15, 2002. 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: May 15, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ---------------------------------- Executive Vice President of each of the foregoing entities EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Offer to Purchase limited partnership units of Consolidated Capital Institutional Properties, dated May 7, 2002. (Previously filed.) 2 Letter of Transmittal and related instructions, dated May 7, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (1)(a)). (Previously filed.) 3 Acknowledgement and Agreement, dated May 7, 2002. (Previously filed.) 4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties. (Previously filed.) 5 Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). (Previously filed.) 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by this reference. (Previously filed.) 7 Supplement to the Offer to Purchase, dated May 15, 2002. 8 Supplemental Acknowledgement and Agreement, dated May 15, 2002.
EX-99.7 3 d96542rrex99-7.txt SUPPLEMENT TO THE OFFER TO PURCHASE EXHIBIT 7 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH [AIMCO LOGO] AIMCO Properties, L.P. is offering to purchase limited partnership units in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES FOR $166.00 PER UNIT IN CASH Upon the terms and subject to the conditions set forth herein, we will accept units validly tendered in response to our offer. Your partnership's agreement of limited partnership prohibits the transfer of units that would cause 50% or more of the total interest in capital and profits of your partnership to be transferred within a 12-month period, when taken together with all other transfers during such 12-month period. If units are validly tendered and not withdrawn that would cause such a transfer, we will accept for payment and pay for those units so tendered pro rata according to the number of units so tendered, with appropriate adjustments to avoid purchases of fractional units. See "The Offer--Section 2. Acceptance for Payment and Payment for Units." In addition, if units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being fewer than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. See "The Offer--Section 7. Effects of the Offer". Our offer and your withdrawal rights will expire at midnight, New York City time, on June 6, 2002, unless we extend the deadline. You will not pay any partnership transfer fees if you tender your units. You will pay any other fees and costs, including any transfer taxes. Our offer price will be reduced by the amount of any distributions subsequently made by your partnership prior to the expiration of our offer. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE OFFER TO PURCHASE TO PURCHASE FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: o We determined the offer price of $166.00 per unit without any arms-length negotiations. Accordingly, our offer price may not reflect the fair market value of your units. o As described in more detail herein, certain legal actions have been filed alleging, among other things, breaches of fiduciary duty by your partnership's general partner and certain of its affiliates. Although we cannot predict the outcome of these actions, including the nature, if any, of any final relief or settlement, a limited partner who tenders his units in the offer may not be able to participate in or benefit from any such later relief or settlement. Limited partners will be expected to assign any claims they have to the Purchaser as a condition of tendering their units. There can be no assurance that a limited partner would not realize greater value for his units by holding on to his units at this time and waiting for any such relief or settlement in the future. We advise you to consult legal counsel if you have any questions. See "The Offer - Section 13. Certain Information Concerning Your Partnership" in the offer to purchase. (Continued on next page) ---------- If you decide to accept our offer, you should complete and sign the enclosed acknowledgment and agreement as instructed in the letter of transmittal, which is attached to the offer to purchase as Annex II. The signed acknowledgment and agreement and any other documents required by the letter of transmittal must be mailed or delivered to River Oaks Partnership Services, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the last page of this supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS SUPPLEMENT, THE OFFER TO PURCHASE, THE ACKNOWLEDGMENT AND AGREEMENT, OR THE LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005. May 15, 2002 (Continued from prior page) o Your partnership's general partner and the residential property manager are subsidiaries of ours, and the general partner therefore has substantial conflicts of interest with respect to our offer. o We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. o Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated. o It is possible that we may conduct a future offer at a higher price. o For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. o The general partner makes no recommendation as to whether you should tender your units. o We and our affiliates own a majority of the outstanding units of your partnership. As a result, we and our affiliates control most voting decisions with respect to your partnership, including but not limited to the removal of the general partner, most amendments to the partnership agreement, and the sale of all or substantially all of your partnership's assets. THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, NJ 07606-2065 Carlstadt, NJ 07072 Carlstadt, NJ 07072 Attn: Reorganization Dept. Attn: Reorganization Dept. By facsimile: For information please call: (201) 896-0910 TOLL FREE (888) 349-2005 Or (201) 896-1900
-ii- INTRODUCTION On May 7, 2002, we commenced an offer to acquire outstanding units of your partnership in exchange for $166.00 in cash per unit, net to the seller, without interest. The purchase price per unit will automatically be reduced by the aggregate amount of distributions per unit, if any, made by your partnership on or after the commencement of our offer and prior to the date on which we acquire your units pursuant to our offer. If the offer price is reduced in this manner, we will notify you and, if necessary, we will extend the offer period so that you will have at least ten business days from the date of our notice to withdraw your units. If units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. Our offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2002, this Supplement, and in the accompanying letter of transmittal and acknowledgment and agreement. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed thereto in such Offer to Purchase. Our Offer to Purchase, dated May 7, 2002, is hereby further supplemented as follows: THE MASTER LOAN The partnership was formed for the benefit of its Limited Partners to lend funds to a predecessor of Consolidated Capital Equity Partners ("CCEP"). The partnership loaned funds to CCEP's predecessor pursuant to a nonrecourse note with a participation interest (the "Master Loan"). The partnership owns the Master Loan made to CCEP, which is secured by mortgages, deeds of trust and related documents encumbering the real property owned by CCEP. The Master Loan is subordinate to first mortgage loans recently placed on the real property owned by CCEP. At December 31, 2000, the recorded investment in the Master Loan was considered to be impaired under Statement of Financial Accounting Standard No. 114 ("SFAS 114"), Accounting by Creditors for Impairment of a Loan. The partnership measures the impairment of the Master Loan based upon the fair value of the collateral due to the fact that repayment of the Master Loan is expected to be provided solely by the collateral. For the year ended December 31, 2000, the Partnership recorded approximately $2,000,000 of interest income based upon "Excess Cash Flow" generated (as defined in the terms of the Master Loan), and for the year ended December 31, 2001, the Partnership recorded approximately $3,280,000 of interest income based upon "Excess Cash Flow" generated. The fair value of the collateral properties for financial reporting purposes was determined using the net operating income of the collateral properties capitalized at a rate deemed reasonable for the type of property, adjusted for market conditions, the physical condition of the property and other factors, or by obtaining an appraisal by an independent third party. This methodology has not changed from that used in prior calculations performed by the general partner for financial reporting purposes in determining the fair value of the collateral properties. For the year ended December 31, 2000, the partnership recorded approximately $14,241,00 in income based upon an increase in the fair market value of the collateral, and for the year ended December 31, 2001, the partnership recorded approximately $3,176,000 in income based upon an increase in the fair market value of the collateral. The general partner evaluates the net realizable value on a semi-annual basis for financial reporting purposes. -3- Interest, calculated on the accrual basis, due to the Partnership pursuant to the terms of the Master Loan, but not recognized in the partnership's consolidated statements of operations due to the impairment of the Master Loan, totaled approximately $39,287,000 for the year ended December 31, 2000 and approximately $38,763,000 for the year ended December 31, 2001. Interest income is recognized on the cash basis as allowed under SFAS 114. At December 31, 2000, such cumulative unrecognized interest totaling approximately $306,262,000 was not included in the balance of the investment in the Master Loan on the partnership's balance sheet, and at December 31, 2001, such cumulative unrecognized interest totaling approximately $345,024,000 was not included in the balance of the investment in the Master Loan on the partnership's balance sheet. In addition, all of CCEP's properties are collateralized by first mortgages totaling approximately $54,834,000 as of December 31, 2001. The Master Loan is subordinated to these first mortgages and this has been taken into consideration in determining the fair value of the Master Loan. During the year ended December 31, 2000, the Partnership received approximately $33,634,000 in principal payments on the Master Loan. This amount represents cash received on certain investments held by CCEP, which are required to be transferred to the Partnership per the Master Loan Agreement. During the year ended December 31, 2001, the Partnership received approximately $7,801,000 in principal payments on the Master Loan. This amount represents cash received on certain investments held by CCEP, which are required to be transferred to the Partnership per the Master Loan Agreement. On July 21, 2000, CCEP sold Shirewood Townhomes, one of the properties which secured the Master Loan, to an unaffiliated third party, for net sales proceeds of approximately $4,526,000 after payment of closing costs. CCEP realized a gain on sale of approximately $4,526,000 which has been paid to the Partnership under the Master Loan. On January 19, 2001, CCEP sold Magnolia Trace Apartments for net proceeds of $6,019,000, which funds were used to pay down the Master Loan. On September 29, 2000, CCEP refinanced the mortgages encumbering Palm Lake for $3,000,000, Tates Creek for $4,225,000 and The Dunes for $4,120,000, and obtained new financing on Regency Oaks for $7,650,000 and Society Park for $5,330,000, five of its investment properties located in Florida and Kentucky. CCEP received net proceeds from these transactions of approximately $17,000,000. On October 3, 2000, CCEP refinanced the mortgages encumbering Indian Creek for $8,750,000 and Plantation Gardens for $9,700,000 and obtained new financing on Silverado for $3,250,000, three of its investment properties located in Kansas, Florida, and Texas, respectively. CCEP received net proceeds from these transactions of approximately $9,600,000. On October 11, 2000, CCEP refinanced the mortgage encumbering The Knolls for $9,900,000, one of its investment properties located in Colorado. CCEP received net proceeds of from this transaction of approximately $3,600,000. Approximately $28,770,000 of the net proceeds from these transactions were paid to the Partnership as payment on the Master Loan, which amount was then distributed to the Partners in October, 2000. An additional $1,425,000 was received in 2001 representing additional proceeds received from such transactions. All of the properties owned by CCEP are subject to mortgage notes collateralized by deeds of trust on the real property. The mortgage notes require prepayment penalties if repaid prior to maturity. All of these notes are senior to payment to the Master Loan. -4- In connection with the recent first mortgages incurred by CCEP, the partnership agreed to extend its term within approximately the next 24 months to at least December 31, 2020. If the partnership's term is not so extended, which extension would require the consent of all limited partners, the partnership has agreed to sell the Master Loan. Failure to so extend the partnership's term, or sell the Master Loan if the partnership's term is not so extended, will constitute default under CCEP's new mortgages. Any such sale of the Master Loan may be made to an affiliate of AIMCO. However, it is expected that any sale to an affiliate of AIMCO will be at a price and terms not less favorable than those which could be obtained from an independent third party purchase. However, if the Partnership successfully forecloses on CCEP's properties, or obtains deeds in lieu of foreclosure, the Master Loan will terminate. The sale of the Master Loan may require the approval of the Limited Partners holding a majority of the Units. CCEP has also agreed to extend its term to 2020 or it will be in default under its mortgages. In connection with CCEP's new first mortgages, the partnership can obtain deeds in lieu of foreclosure on the properties securing the Master Loan or otherwise foreclose under the Master Loan; provided that (i) title to such properties pursuant are placed in the partnership's name or the name of certain affiliates of the partnership; (ii) such action satisfies the indebtedness under the Master Loan and (iii) the mortgage lender is given 30 days advance notice of such action and the anticipated costs of the mortgage lender are paid in advance. Other action to foreclose on the properties or seek other remedies for the defaults under the Master Loan require the consent of the lender under the mortgages. The Master Loan matured on November 15, 2000, and amounted to approximately $371,455,000 as of December 31, 2001. However, CCEP does not have the liquid assets to pay the Master Loan, having only $1,321,000 in cash and cash equivalents as of December 31, 2001. Further, the general partner estimates that the net proceeds from a sale of the CCEP properties securing the Master Loan would be substantially less than the amount due under the Master Loan. At December 31, 2001, partners' deficit was approximately $405,000. Although CCEP generated cash from operations of approximately $1,334,000 during the year ended December 31, 2001, approximately $38,763,000 of interest accrued under the Master Loan and approximately $3,280,000 of interest was paid under the Master Loan. The general partner had been negotiating with CCEP with respect to its options which included foreclosing on the nine properties which collateralize the Master Loan or extending the terms of the Master Loan. The general partner decided to foreclose on the nine properties that collateralize the Master Loan. The general partner has begun the process of foreclosure or executing deeds in lieu of foreclosure during the first quarter of 2002 on all the properties owned by CCEP. As the deeds are executed, title in the properties owned by CCEP would be transferred to the partnership, subject to the existing liens on such properties, including the first mortgage loans. As a result, the partnership would become responsible for the operations of such properties. No assurances can be given that any of such transactions will be consummated, the amounts that will be received by your partnership, or the timing and amounts of any distributions, if any. The enclosed acknowledgment and agreement and any other required documents should be sent or delivered by each unitholder or such unitholder's broker, dealer, bank, trust company, or other nominee to the Information Agent at one of its addresses set forth below. -5- THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, NJ 07606-2065 Carlstadt, NJ 07072 Carlstadt, NJ 07072 Attn: Reorganization Dept. Attn: Reorganization Dept. By facsimile: For information please call: (201) 896-0910 TOLL FREE (888) 349-2005 Or (201) 896-1900
-6- EX-99.8 4 d96542rrex99-8.txt SUPPLEMENTAL ACKNOWLEDGEMENT AND AGREEMENT EXHIBIT 8 ACKNOWLEDGMENT AND AGREEMENT TO TENDER UNITS OF LIMITED PARTNERSHIP UNITS OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (THE "PARTNERSHIP") PURSUANT TO AN OFFER TO PURCHASE DATED MAY 7, 2002 (THE "OFFER DATE"), AS SUPPLEMENTED MAY 15, 2002 BY AIMCO PROPERTIES, L.P. - -------------------------------------------------------------------------------- FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION OF THIS ACKNOWLEDGMENT AND AGREEMENT, PLEASE CONTACT THE INFORMATION AGENT AT (888) 349-2005 (TOLL FREE). - -------------------------------------------------------------------------------- The undersigned hereby agrees as set forth under "ACKNOWLEDGMENT AND AGREEMENT" below. ================================================================================ 1 SIGNATURE BOX (SEE INSTRUCTION 2 IN THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- Please sign exactly as your name is printed in Box 2 below. For joint owners, each joint owner must sign. (See Instruction 2 in the Letter of Transmittal). X -------------------------------------------------------------------------- (Signature of Owner) X -------------------------------------------------------------------------- (Signature of Joint Owner) Name and Capacity (if other than individuals): ----------------------------- Title: --------------------------------------------------------------------- Address: ------------------------------------------------------------------- --------------------------------------------------------------------------- (City) (State) (Zip) Area Code and Telephone No. (Day): ----------------------------------------- (Evening): ----------------------------------------- ================================================================================
- -------------------------------------------------------------------------------- DESCRIPTION OF UNITS TENDERED 2 - -------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) (Please indicate changes or corrections to the name, address and tax identification number printed below.) - -------------------------------------------------------------------------------- 1. Total 2. Number of Number of Units Units Tendered Owned for Cash (#) (#) ------------------- ----------------- - --------------------------------------------------------------------------------
WHEN COMPLETING THIS ACKNOWLEDGMENT AND AGREEMENT, PLEASE REFER TO THE INSTRUCTIONS SET FORTH ON THE LAST PAGE OF THIS ACKNOWLEDGMENT AND AGREEMENT. ================================================================================ 3 SIGNATURE GUARANTEE (IF REQUIRED) (SEE INSTRUCTION 2 IN THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- YOU DO NOT NEED TO HAVE YOUR SIGNATURE GUARANTEED UNLESS YOU ARE A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY. Name and Address of Eligible Institution: --------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Authorized Signature: X ----------------------------------------- Name: Title: Date: --------------------------- --------------------- ------------ ================================================================================ ================================================================================ 4 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 2, 7 AND 8 IN THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- To be completed ONLY if the consideration for the Units accepted for payment is to be issued in the name of someone other than the Signatory. Issue consideration to: Name ---------------------------------------------------------------------------- (Please Type or Print) Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NO.) (See Substitute Form W-9 below) ================================================================================ ================================================================================ 5 SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 7 AND 8 IN THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- To be completed ONLY if the consideration for the Units accepted for payment is to be sent to someone other than the Signatory or to the Signatory at an address other than that shown in Box 2 above. Mail consideration to: Name ---------------------------------------------------------------------------- (Please Type or Print) Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) ================================================================================ ================================================================================ 6 SUBSTITUTE FORM W-9 (SEE INSTRUCTION 4 - BOX 6 OF THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- Under penalties of perjury, the Signatory certifies that: (1) the number shown on this form is the unitholder's correct Taxpayer Identification No. ("TIN") or the unitholder has applied for a TIN; and (2) the unitholder is not subject to backup withholding either because the unitholder : (a) is exempt for backup withholding; (b) has not been notified by the Internal Revenue Service ("IRS") that the unitholder is subject to back-up withholding as a result of failure to report all interest or dividends; or (c) has been notified by the IRS that such unitholder is no longer subject to backup withholding. Certification Instructions - You must cross out item (2) in the paragraph above if you have been notified by the IRS that you are subject to back-up withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to back-up withholding you received another notification from the IRS that you are no longer subject to back-up withholding, do not cross out item (2). Please check this box [ ] if the unitholder has applied for a TIN, a TIN has not been issued to the unitholder, and either (a) the unitholder has mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) the unitholder intends to mail or deliver an application in the near future (it being understood that if the unitholder does not provide a TIN to the Purchaser, 31% of all reportable payments made to the unitholder will be withheld). ================================================================================ ================================================================================ 7 FIRPTA AFFIDAVIT (SEE INSTRUCTION 4 - BOX 7 OF THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.1.1445-11T(d) provide that a transferee of the U.S. real property interest must withhold tax equal to 10% of the amount realized if the transferor is a foreign person. To inform the Purchaser that withholding of tax is not required upon this disposition of a U.S. real property interest, the undersigned hereby certifies the following under penalties of perjury: (i) the unitholder, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign estate or foreign trust (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); (ii) the unitholder's U.S. social security number (for individuals) or employer identification number (for non-individuals) is correct as furnished in the blank provided for that purpose on the front of this Acknowledgment and Agreement; and (iii) the unitholder's home address (for individuals), or office address (for non-individuals), is correctly printed (or corrected) on the front of this Acknowledgment and Agreement. The person signing this Acknowledgment and Agreement understands that this certification may be disclosed to the IRS by the Purchaser and that any false statements contained herein could be punished by fine, imprisonment, or both. [ ] Please check this box if the withholding of tax is required because the unitholder does not satisfy all of the above conditions. ================================================================================ ACKNOWLEDGMENT AND AGREEMENT. The signatory hereto (the "Signatory") hereby acknowledges that he or she has received (i) the Purchaser's Offer to Purchase, dated the Offer Date (as supplemented or amended from time to time, the "Offer to Purchase") relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase units of limited partnership interest in the Partnership, (ii) the Supplement to the Offer to Purchase, dated May 15, 2002, (iii) the Letter of Transmittal attached as Annex II to the Offer to Purchase (the "Letter of Transmittal"), (iv) the Acknowledgment and Agreement dated May 7, 2002, (v) this Acknowledgment and Agreement, and (vi) the Instructions hereto in the Letter of Transmittal, as each may be supplemented or amended from time to time, and whose terms and conditions are incorporated by reference herein (collectively, the "Offer"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Offer to Purchase. The Signatory hereby understands and agrees that the Letter of Transmittal is hereby incorporated by reference herein and is hereby made a part hereof. The Signatory hereby makes the representations, warranties, and covenants, and agrees to the terms and conditions, in each case set forth in the Letter of Transmittal, and hereby tenders to the Purchaser the units of limited partnership interest set forth in the box entitled "Description of Units Tendered" herein, including all interests represented by such units (collectively, the "Units"), as described in the Offer to Purchase and certifies under penalties of perjury that the statements in Box 6 and Box 7 herein are true. The Signatory hereby irrevocably constitutes and appoints the Purchaser and any designees of the Purchaser as the true and lawful agent and attorney-in-fact of the Signatory with respect to such Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to vote or act in such manner as any such attorney and proxy or substitute shall, in its sole discretion, deem proper with respect to such Units on any matter submitted for the consent or approval of holders of such Units, to do all such acts and things necessary or expedient to deliver such Units and transfer ownership of such Units on the partnership books maintained by the managing general partner of the Partnership, together with all accompanying evidence of transfer and authenticity to, or upon the order of, the Purchaser, to sign any and all documents necessary to authorize the transfer of the Units to the Purchaser including, without limitation, the "Transferor's (Seller's) Application for Transfer" created by the National Association of Securities Dealers, Inc., if required, and upon receipt by the Information Agent (as the Signatory's agent) of consideration pursuant to the terms of the Offer, to become a holder of units, to receive any and all distributions made by the Partnership to which the Purchaser is entitled pursuant to the terms of the Offer (regardless of the record date for any such distribution), and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units, all in accordance with the terms of the Offer. This appointment shall be effective upon the purchase of the Units by the Purchaser as provided in the Offer and shall be irrevocable for a period of ten years following the termination of the Offer. Upon the purchase of Units pursuant to the Offer, all prior proxies and consents given by the Signatory with respect to such Units will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). In addition to and without limiting the generality of the foregoing, the Signatory hereby irrevocably (i) requests and authorizes (subject to and effective upon acceptance for consideration of any Unit tendered hereby) the Partnership and its general partners to take any and all actions as may be required to effect the transfer of the Units to the Purchaser (or its designee) and to admit the Purchaser as a holder of units in the Partnership under the terms of the certificate and agreement of partnership of the Partnership; (ii) empowers the Purchaser and its agent to execute and deliver to the managing general partner a change of address form instructing the managing general partner to send any and all future distributions to the address specified in the form, and to endorse any check payable to or upon the order of such unitholder representing a distribution to which the Purchaser is entitled pursuant to the terms of the Offer, in each case in the name and on behalf of the tendering unitholder; (iii) agrees not to exercise any rights pertaining to the Units without the prior consent of the Purchaser; and (iv) requests and consents to the transfer of the Units, to be effective on the books and records of the Partnership as of the effective date set forth in the Offer. In addition, the Signatory irrevocably constitutes and appoints the Purchaser and any designees of the Purchaser as the true and lawful agent and attorney-in-fact of the Signatory with respect to such Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to withdraw any or all of such Units that have been previously tendered in response to any tender or exchange offer provided that the consideration being offered by the Purchaser is equal to or higher than the consideration being offered in the other tender or exchange offer. This appointment is effective immediately and shall continue to be effective unless and until such Units are withdrawn from the offer by the Signatory prior to the expiration date (as defined in the Offer). All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Signatory, and any obligations of the Signatory shall be binding upon the heirs, personal representatives, trustees in bankruptcy, legal representatives, and successors and assigns of the Signatory. INSTRUCTIONS (THESE INSTRUCTIONS APPLY IF YOU DESIRE TO PARTICIPATE IN THE OFFER) For complete instructions on completing this Acknowledgement and Agreement, please refer to the Letter of Transmittal (Annex II to the Offer to Purchase). IMPORTANT: 1. ALL registered owners must sign at the X in Box 1. 2. When signing as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or in another fiduciary or representative capacity, please indicate your title in Box 1, submit proper evidence of your authority to so act, and provide a signature guarantee in Box 3. 3. Please confirm that your name, address and tax identification number are correct in Box 2. If there is no label in Box 2, you must fill in this information. 4. Box 4 is to be used only if consideration is to be paid to someone other than the signer. 5. Box 5 is to be used only if consideration is to be mailed to someone other than the signer or the signer at a different address from that in Box 2. 6. Please review Box 6 and Box 7. Crossing out item 2 in Box 6 and/or checking the box in Box 7 may result in the withholding of a substantial portion of the consideration payable to you. 7. Please return all pages of this Acknowledgment and Agreement (along with all other required documentation) to the Information Agent at one of its addresses below. A postage-paid envelope is enclosed for your convenience. FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION OF THIS ACKNOWLEDGMENT AND AGREEMENT, PLEASE CONTACT THE INFORMATION AGENT AT (888) 349-2005 (TOLL FREE). The Information Agent for the offer is: RIVER OAKS PARTNERSHIP SERVICES, INC. By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 Attn.: Reorganization Dept. Attn.: Reorganization Dept. By Telephone: TOLL FREE (888)349-2005 By Facsimile: (201) 896-0910
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