EX-99 5 mpispringhillex3.txt LETTER TO UNIT HOLDERS Exhibit (a)(3) November 15, 2002 TO: UNIT HOLDERS OF SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP SUBJECT: OFFER TO PURCHASE UNITS Dear Unit Holder: As described in the enclosed Offer to Purchase and related Letters of Transmittal (the "Offer"), MP VALUE FUND 7, LLC; MP INCOME FUND 19, LLC; and MACKENZIE PATTERSON SPECIAL FUND 6, LLC (collectively the "Purchasers") are offering to purchase up to 10 Units of limited partnership interest (the "Units") in SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership") at a purchase price equal to: $102,000 per Unit The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP without the usual transaction costs associated with market sales or partnership transfer fees. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or telecopy a duly completed and executed copy of the Letter of Transmittal (printed on yellow paper) and Change of Address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson, Inc., 1640 School Street Moraga, California 94556 Telecopy: (925) 631-9119 If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) December 31, 2002 1