0000950134-01-506613.txt : 20011009 0000950134-01-506613.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950134-01-506613 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010924 GROUP MEMBERS: AIMCO/BETHESDA HOLDINGS ACQUISITIONS INC 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERSHIP CENTRAL INDEX KEY: 0000744786 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521322906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54405 FILM NUMBER: 1743765 BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019613577 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 SC TO-T/A 1 d90336b1scto-ta.txt AMENDMENT NO. 1 TO SCHEDULE TO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Oxford Residential Properties I Limited Partnership -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO/Bethesda Holdings Acquisitions, Inc.-- Offeror AIMCO Properties, L.P.-- Offeror -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Assignee Units of Limited Partnership -------------------------------------------------------------------------------- (Title of Class Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) 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 Katherine M. Koops 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 --------------------- -------------------- $ 9,774,218 $ 1,955*
* 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 to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3 [ ] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 TENDER OFFER STATEMENT This Amended Tender Offer Statement on Schedule TO/A relates to the tender offer by AIMCO/Bethesda Holdings Acquisitions, Inc., a Delaware corporation, and AIMCO Properties, L.P., a Delaware limited partnership, to purchase all of the outstanding units, or such lesser number of units as are properly tendered, of limited partnership interest of Oxford Residential Properties I Limited Partnership, a Maryland limited partnership (the "Partnership"), at a price of $862 per unit, subject to the conditions set forth in the Offer to Purchase dated August 30, 2001, as supplemented September 24, 2001, 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, Supplement amended Letter of Transmittal and amended Acknowledgment and Agreement are filed with this Schedule TO/A as Exhibits 1, 7, 8 and 9, respectively. In addition, because AIMCO/Bethesda Holdings Acquisitions, Inc. is under common control with the Partnership, this Schedule TO/A is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. The information in Exhibits 1-3, 5(a)-(c), 7, 8 and 9, respectively, is incorporated in this Schedule TO/A by reference in answer to items 1 through 11 of Schedule TO. Neither AIMCO/Bethesda Holdings Acquisitions, Inc. nor AIMCO Properties, L.P. nor any of the people or entities listed on Annex I to the Offer to Purchase has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was, during the last five years, a party to any judicial or sanction or settlement) that resulted in a judgment, decree or final order subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Item 12. Exhibits. * 1 Offer to Purchase, dated August 30, 2001. * 2 Letter of Transmittal and related Instructions (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). * 3 Acknowledgement and Agreement dated August 30, 2001. * 4 Letter, dated August 30, 2001, from AIMCO Properties, L.P. to the limited partners of the Partnership. 5(a) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999 is incorporated herein by this reference.) 5(b) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999 is incorporated herein by this reference.) 5(c) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Current Report on Form 10-Q for quarter ended March 31, 2000 is incorporated herein by this reference.) 6 Intentionally omitted. ** 7 Supplement, dated September 24, 2001, to Offer to Purchase, dated August 30, 2001. ** 8 Amended Letter of Transmittal and related Instructions. ** 9 Amended Acknowledgement and Agreement, dated September 24, 2001. ------------ * Indicates items filed with the original Schedule TO on August 30, 2001. ** Indicates items filed herewith. 3 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. Date: September 24, 2001 AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. By: /s/ Patrick J. Foye -------------------------------------- Executive Vice President AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye -------------------------------------- Executive Vice President 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- * 1 Offer to Purchase, dated August 30, 2001. * 2 Letter of Transmittal and related Instructions (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). * 3 Acknowledgement and Agreement dated August 30, 2001. * 4 Letter, dated August 30, 2001, from AIMCO Properties, L.P. to the limited partners of the Partnership. 5(a) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999 is incorporated herein by this reference.) 5(b) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999 is incorporated herein by this reference.) 5(c) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Current Report on Form 10-Q for quarter ended March 31, 2000 is incorporated herein by this reference.) 6 Intentionally omitted. ** 7 Supplement, dated September 24, 2001, to Offer to Purchase, dated August 30, 2001. ** 8 Amended Letter of Transmittal and related Instructions. ** 9 Amended Acknowledgement and Agreement, dated September 24, 2001.
------------ * Indicates items filed with the original Schedule TO on August 30, 2001. ** Indicates items filed herewith.
EX-99.7 3 d90336b1ex99-7.txt SUPPLEMENT, DATED SEPTEMBER 24, 2001 1 September 24, 2001 Supplement to Offer to Purchase for Cash AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. is offering to purchase limited partnership units in OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP for $862.00 PER UNIT IN CASH -------------------------------------------------------------------------------- YOUR RIGHTS TO TENDER AND WITHDRAW YOUR UNITS WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON SEPTEMBER 28, 2001 -------------------------------------------------------------------------------- On August 30, 2001, we offered to purchase the limited partnership units of Oxford Residential Properties I Limited Partnership upon the terms and subject to the conditions of the offer to purchase of that date. This notice supplements the information contained in the original offer to purchase. We are using the same defined terms in this Supplement that we used in the original offer to purchase. PLEASE READ THE OFFER TO PURCHASE, TOGETHER WITH THIS SUPPLEMENT, FOR A DESCRIPTION OF OUR OFFER. QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THE AMENDED ACKNOWLEDGMENT AND AGREEMENT, OR THE LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005. Please take note of the following clarifications and supplements of the offer to purchase: WITHDRAWAL RIGHTS You may withdraw your tendered units at any time prior to the expiration date, including any extensions thereof, or on or after October 28, 2001 if the units have not been previously accepted for payment. WAIVER OF CONDITIONS Our original offer to purchase provides that we will not be required to accept for payment and pay for units if, among other things, the following shall occur or may be reasonably expected to occur at or prior to the expiration of our toffer: 1. any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or the over-the-counter market in the United States; 2. a decline in the closing price of a Share of AIMCO's Class A Common Stock of more than 5.0% from the date of the initial offer (August 30, 2001); 3. any extraordinary or material adverse change in the financial, real estate or money markets or major equity security indices in the United States such that there shall have occurred at least a 25 basis point increase in LIBOR, or at least a 5.0% decrease in the price of the 10-year Treasury Bond or the 30-year Treasury Bond, or at least a 5.0% decrease in the S&P 500 Index or the Morgan Stanley REIT Index, in each case from the date of the initial offer (August 30, 2001); or 4. a commencement of a war, conflict, armed hostilities or other national or international calamity directly or indirectly involving the United States, not existing as of the date of the initial offer (August 30, 2001). The terrorist attacks in New York and Washington, DC on September 11, 2001 and related events, including the subsequent closing of the markets in the United States and the significant decline in market indices when trading resumed on September 17, 2001, triggered the conditions set forth above. Despite these events, 2 we have decided to waive each of these conditions and are hereby notifying you of our waiver so that we may proceed with our offer. ADDITIONAL CONDITIONS Please be aware, however, that our offer remains subject to each and every condition in the offer to purchase that we have not specifically waived as set forth above, and to each of the following new conditions: Notwithstanding any other provisions of our offer, we will not be required to accept for payment and pay for any units tendered pursuant to our offer, may postpone the purchase of, and payment for, units tendered, and may terminate or amend our offer if at any time on or after the date of this Supplement and at or before the expiration of the offer (including any extension thereof), if any of the following events shall occur or may be reasonably expected to occur: 1. any general suspension of trading in securities on any national securities exchange or the over-the-counter market in the United States; 2. the price of a Share of AIMCO's Class A Common Stock upon closing on the day prior to the date of termination of this offer will be at least 95.0% of the closing price on the day prior to the date of this Supplement; 3. any extraordinary or material adverse change in the financial, real estate or money markets or major equity security indices in the United States such that upon the closing on the day prior to the date of termination of this offer the LIBOR shall not be 25 or more points higher, or the price of the 10-year Treasury Bond or the 30-year Treasury Bond shall not be 5.0% or more lower, or the S&P 500 Index or the Morgan Stanley REIT Index shall not be 5.0% or more lower, in each case from the closing on the day prior to the date of this Supplement; 4. a commencement of a war, conflict, armed hostilities or other national or international calamity directly or indirectly involving the United States (not existing on the date of this Supplement), or 5. a material acceleration or worsening of a war, conflict or armed hostilities directly or indirectly involving the United States existing on the date hereof. We will advise you promptly upon any triggering of a condition to our offer so that you will know whether we will waive the condition or terminate the offer. Our decision to waive or terminate will be made in all cases prior to the expiration of our offer (including any extension thereof). POSSIBILITY THAT WE MAY PURCHASE FEWER THAN ALL UNITS TENDERED In various places in the offer to purchase we state that, upon the terms and subject to the conditions set forth in the offer to purchase, we will accept "any and all" units validly tendered in response to our offer. We wish to emphasize, however, that if our purchase of "any and all" units validly tendered and not properly withdrawn would result in the Partnership having fewer than 300 partners, we will purchase only 99% of the total number of units so tendered by each limited partner. All references in the offer to purchase to us accepting "any and all" units shall be deemed qualified by the previous sentence. Because of the remote possibility that under the circumstances described above we may purchase less than "any and all" units tendered, a subsequent offering period is not available pursuant to Rule 14d-11 under the Exchange Act. As we have indicated in our offer to purchase, however, we do not intend to provide a subsequent offering period even if one were available to us. STATEMENT REGARDING CONTROL PERSONS Neither AIMCO/Bethesda Holdings Acquisitions, Inc., nor AIMCO Properties, L.P., nor any of the people or entities listed on Annex I to the offer to purchase has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was, during the last five years, a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or 3 settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. DISTRIBUTIONS DURING OUR OFFER If the Partnership distributes cash (or perhaps, although unlikely, assets) to unit holders during our offer, we will reduce the offer price for each unit by the per unit amounts distributed by the Partnership. If the price is so reduced, we will extend our offer so that you will have at least ten business days to consider the amended price, and withdraw your shares, at your option if you properly notify us. When we accept the units in accordance with the terms of our offer we will purchase each unit for the offer price less the amount of per unit distributions during our offer. Until the units are accepted in our offer, all unit holders will be holders of record of the units tendered, and will be entitled to the distributions made while they were record holders. All unit holders will receive the same amount for any units purchased through our offer. As explained above, if there is a record date for a distribution prior to our purchase of the units, the price we will pay will be reduced. If there is a record date for a distribution and you sell your units to a third party after the record date but before the units are tendered to us, the person tendering will be paid the reduced price. You, as a holder of record of the units on the record date for the distribution, will receive the distribution despite the fact that you would no longer own the units. ADDITIONAL INFORMATION When the Partnership units were originally distributed, the Partnership contemplated holding the assets until December 31, 2027, unless the Partnership was terminated sooner under the provisions of the Partnership Agreement. The Partnership has now held the assets for 17 years. As noted in the offer to purchase, our affiliate, AIMCO Properties, L.P. has agreed to provide the funds necessary to enable AIMCO/Bethesda Holdings Acquisitions, Inc., to purchase all of the units sought in this offer. INCORPORATION BY REFERENCE We hereby incorporate the following documents by reference to the indicated filings by AIMCO Properties, L.P. with the Securities and Exchange Commission: 1. Quarterly Report of AIMCO Properties, L.P., for the period ending June 30, 2001 filed on Form 10-Q on August 14, 2001. 2. Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2000 filed on Form 10-K405/A on May 1, 2001. ---------- If you decide to accept our offer, you should compete and sign the enclosed amended Acknowledgment and Agreement as instructed in the Letter of Transmittal attached as Annex I. 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 in the Letter of Transmittal. If you already submitted an Acknowledgment and Agreement and do not wish to withdraw your tender, then we will deem the terms of the amended form of the Acknowledgment and Agreement enclosed in this mailing to supersede the terms of the previously submitted Acknowledgment and Agreement. (The forms differ only in that the form enclosed herewith does not request that you acknowledge that you have "reviewed" the offering material.) The Acknowledgment and Agreement and any other documents required by the Letter of Transmittal should be sent or delivered by each unit holder or such unit holder's broker, dealer, bank, trust company or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: 4 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.
For information, please call: TOLL FREE: (888) 349-2005
EX-99.8 4 d90336b1ex99-8.txt AMENDED LETTER OF TRANSMITTAL/RELATED INSTRUCTIONS 1 AMENDED LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP (THE "PARTNERSHIP") PURSUANT TO AN OFFER TO PURCHASE DATED AUGUST 30, 2001 (THE "OFFER DATE") AND SUPPLEMENTED SEPTEMBER 24, 2001 BY AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON SEPTEMBER 28, 2001, UNLESS EXTENDED (AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE") -------------------------------------------------------------------------------- TO PARTICIPATE IN THE OFFER, YOU MUST SEND A DULY COMPLETED AND EXECUTED COPY OF THE ENCLOSED ACKNOWLEDGMENT AND AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL SO THAT SUCH DOCUMENTS ARE RECEIVED BY RIVER OAKS PARTNERSHIP SERVICES, INC., THE INFORMATION AGENT, ON OR PRIOR TO THE EXPIRATION DATE, UNLESS extended. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. ---------- IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN THE PARTNERSHIP, PLEASE SEND IT TO THE INFORMATION AGENT WITH THE ACKNOWLEDGMENT AND AGREEMENT. ---------- FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION OF THE 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
NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE ACKNOWLEDGMENT AND AGREEMENT IS COMPLETED. -1- 2 Ladies and Gentlemen: The Signatory (the "Signatory") executing the Acknowledgment and Agreement relating to the captioned offer (the "Acknowledgment and Agreement"), which is enclosed, upon the terms and subject to the conditions set forth in the Offer, hereby and thereby tenders to the Purchaser the units set forth in the box entitled "Description of Units Tendered" on the Acknowledgment and Agreement, including all interests represented by such units (collectively, the "Units"), at the consideration indicated in the Offer as supplemented or amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in such Acknowledgment and Agreement. Subject to and effective upon acceptance for consideration of any of the Units tendered hereby and thereby in accordance with the terms of the Offer, the Signatory hereby and thereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon the order of, the Purchaser all right, title and interest in and to such Units tendered hereby and thereby that are accepted for payment pursuant to the Offer, including, without limitation, (i) all of the Signatory's interest in the capital of the Partnership, and the Signatory's interest in all profits, losses and distributions of any kind to which the Signatory shall at any time be entitled in respect of the Units, including, without limitation, distributions in the ordinary course, distributions from sales of assets, distributions upon liquidation, winding-up, or dissolution, payments in settlement of existing or future litigation, and all other distributions and payments from and after the Expiration Date, in respect of the Units tendered by the Signatory and accepted for payment and thereby purchased by the Purchaser; (ii) all other payments, if any, due or to become due to the Signatory in respect of the Units, under or arising out of the agreement and certificate of limited partnership of the Partnership (the "Partnership Agreement"), or any agreement pursuant to which the Units were sold (the "Purchase Agreement"), whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (iii) all of the Signatory's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Partnership Agreement or Purchase Agreement or the Signatory's ownership of the Units, including, without limitation, any and all voting rights, rights of first offer, first refusal or similar rights, and rights to be substituted as a limited partner of the Partnership; and (iv) all present and future claims, if any, of the Signatory against the Partnership, the other partners and limited partners of the Partnership, or the general partner(s) and any affiliates thereof, under or arising out of the Partnership Agreement, the Purchase Agreement, the Signatory's status as a limited partner, or the terms or conditions of the Offer, for monies loaned or advanced, for services rendered, for the management of the Partnership or otherwise. NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT OR ANY PURCHASE AGREEMENT TO THE CONTRARY, THE SIGNATORY HEREBY AND THEREBY DIRECTS EACH GENERAL PARTNER OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and effective upon acceptance for payment of any Unit tendered hereby and thereby, the Signatory hereby requests that the Purchaser be admitted to the Partnership as a limited partner under the terms of the Partnership Agreement. Upon request, the Signatory will execute and deliver additional documents deemed by the Information Agent or the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of Units tendered hereby and thereby and will hold any distributions received from the Partnership after the Expiration Date in trust for the benefit of the Purchaser and, if necessary, will promptly forward to the Purchaser any such distributions immediately upon receipt. The Purchaser reserves the right to transfer or assign, in whole or in part, from time to time, to one or more of its affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering limited partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. By executing the enclosed Acknowledgment and Agreement, the Signatory represents that either (i) the Signatory is not a plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. The Signatory understands that a tender of Units to the Purchaser will constitute a binding agreement between the Signatory and the Purchaser upon the terms and subject to the conditions of the Offer. The Signatory recognizes that under certain circumstances set forth in the Offer, the Purchaser may not be required to accept for consideration any or all of the Units tendered hereby. In such event, the Signatory understands that any Acknowledgment and -2- 3 Agreement for Units not accepted for payment may be returned to the Signatory or destroyed by the Purchaser (or its agent). THIS TENDER IS IRREVOCABLE, EXCEPT THAT UNITS TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE OR ON OR AFTER OCTOBER 28, 2001 IF UNITS VALIDLY TENDERED HAVE NOT BEEN ACCEPTED FOR PAYMENT. THE SIGNATORY HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE GENERAL PARTNER OF THE PARTNERSHIP AND THE GENERAL PARTNER DOES NOT MAKE ANY RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE OFFER. THE SIGNATORY HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS. The Signatory hereby and thereby represents and warrants for the benefit of the Partnership and the Purchaser that the Signatory owns the Units tendered hereby and thereby and has full power and authority and has taken all necessary action to validly tender, sell, assign, transfer, convey and deliver the Units tendered hereby and thereby and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claims and that the transfer and assignment contemplated herein and therein are in compliance with all applicable laws and regulations. All authority herein or therein 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. The Signatory represents and warrants that, to the extent a certificate evidencing the Units tendered hereby and thereby (the "original certificate") is not delivered by the Signatory together with the Acknowledgment and Agreement, (i) the Signatory represents and warrants to the Purchaser that the Signatory has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise disposed of any portion of the Units, (ii) the Signatory has caused a diligent search of its records to be taken and has been unable to locate the original certificate, (iii) if the Signatory shall find or recover the original certificate evidencing the Units, the Signatory will immediately and without consideration surrender it to the Purchaser; and (iv) the Signatory shall at all times indemnify, defend, and save harmless the Purchaser and the Partnership, its successors, and its assigns from and against any and all claims, actions, and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, judgments, costs, charges, counsel fees, and other expenses of every nature and character by reason of honoring or refusing to honor the original certificate when presented by or on behalf of a holder in due course of a holder appearing to or believed by the Partnership to be such, or by issuance or delivery of a replacement certificate, or the making of any payment, delivery, or credit in respect of the original certificate without surrender thereof, or in respect of the replacement certificate. -3- 4 INSTRUCTIONS FOR COMPLETING THE ACKNOWLEDGMENT AND AGREEMENT 1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Acknowledgment and Agreement (or facsimile thereof) and any other required documents must be received by the Information Agent at one of its addresses (or its facsimile number) set forth herein before 5:00 P.M., New York Time, on the Expiration Date, unless extended. To ensure receipt of the Acknowledgment and Agreement and any other required documents, it is suggested that you use overnight courier delivery or, if the Acknowledgment and Agreement and any other required documents are to be delivered by United States mail, that you use certified or registered mail, return receipt requested. Our records indicate that you own the number of Units set forth in Box 2 entitled "Description of Units Tendered" on the Acknowledgment and Agreement under the column entitled "Total Number of Units Owned (#)." If you would like to tender only a portion of your Units, please so indicate in the space provided in the box. THE METHOD OF DELIVERY OF THE ACKNOWLEDGMENT AND AGREEMENT AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. 2. SIGNATURE REQUIREMENTS. INDIVIDUAL AND JOINT OWNERS -- After carefully reading the Letter of Transmittal and completing the Acknowledgment and Agreement, to tender Units, limited partners must sign at the "X" in the Signature Box (Box 1) of the Acknowledgment and Agreement. The signature(s) must correspond exactly with the names printed (or corrected) on the front of the Acknowledgment and Agreement. NO SIGNATURE GUARANTEE ON THE ACKNOWLEDGMENT AND AGREEMENT IS REQUIRED IF THE ACKNOWLEDGMENT AND AGREEMENT IS SIGNED BY THE LIMITED PARTNER (OR BENEFICIAL OWNER IN THE CASE OF AN IRA). If any tendered Units are registered in the names of two or more joint owners, all such owners must sign the Acknowledgment and Agreement. IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the beneficial owner should sign in the Signature Box and no signature guarantee is required. Similarly, no signature guarantee is required if Units are tendered for the account of a bank, broker, dealer, credit union, savings association, or other entity which is a member in good standing of the Securities Agents Medallion Program or a bank, broker, dealer, credit union, savings association, or other entity which is an "eligible guarantor institution" as the term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (each an "Eligible Institution"). TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees, executors, administrators, guardians, attorneys-in-fact, officers of a corporation, authorized partners of a partnership or other persons acting in a fiduciary or representative capacity must sign at the "X" in the Signature Box and have their signatures guaranteed by an Eligible Institution by completing the signature guarantee set forth in Box 3 in the Acknowledgment and Agreement. If the Acknowledgment and Agreement is signed by trustees, administrators, guardians, attorneys-in-fact, officers of a corporation, authorized partners of a partnership or others acting in a fiduciary or representative capacity, such persons should, in addition to having their signatures guaranteed, indicate their title in the Signature Box and must submit proper evidence satisfactory to the Purchaser of their authority to so act (see Instruction 3 below). 3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be completed on the Acknowledgment and Agreement, additional documentation may be required by the Purchaser under certain circumstances including, but not limited to, those listed below. Questions on documentation should be directed to the Information Agent at its telephone number set forth herein. DECEASED OWNER (JOINT TENANT) -- Copy of death certificate. DECEASED OWNER (OTHERS) -- Copy of death certificate (see also Executor/Administrator/Guardian below). -4- 5 EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for executor or administrator; and (a) a copy of applicable provisions of the will (title page, executor(s)' powers, asset distribution); or (b) estate distribution documents. ATTORNEY-IN-FACT -- Current power of attorney. CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other evidence of authority to act. Partnerships should furnish a copy of the partnership agreement. TRUST/PENSION PLANS -- Unless the trustee(s) are named in the registration, a copy of the cover page of the trust or pension plan, along with a copy of the section(s) setting forth names and powers of trustee(s) and any amendments to such sections or appointment of successor trustee(s). 4. TAX CERTIFICATIONS. The limited partner(s) tendering Units to the Purchaser pursuant to the Offer must furnish the Purchaser with the limited partner(s)' taxpayer identification number ("TIN") and certify as true, under penalties of perjury, the representations in Box 6 and Box 7 of the Acknowledgment and Agreement. By signing the Signature Box, the limited partner(s) certifies that the TIN as printed (or corrected) on Acknowledgment and Agreement in the box entitled "Description of Units Tendered" and the representations made in Box 6 and Box 7 of the Acknowledgment and Agreement are correct. See attached Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidance in determining the proper TIN to give the Purchaser. U.S. PERSONS. A limited partner that is a U.S. citizen or a resident alien individual, a domestic corporation, a domestic partnership, a domestic trust or a domestic estate (collectively, "U.S. Persons"), as those terms are defined in the Code, should follow the instructions below with respect to certifying Box 6 and Box 7 of the Acknowledgment and Agreement. BOX 6 - SUBSTITUTE FORM W-9. Part (i), Taxpayer Identification Number -- Tendering limited partners must certify to the Purchaser that the TIN as printed (or corrected) on the Acknowledgment and Agreement in the box entitled "Description of Units Tendered" is correct. If a correct TIN is not provided, penalties may be imposed by the Internal Revenue Service (the "IRS"), in addition to the limited partner being subject to backup withholding. Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax backup withholding, the tendering limited partner must certify, under penalty of perjury, that such limited partner is not subject to backup withholding. Certain limited partners (including, among others, all corporations and certain exempt non-profit organizations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. When determining the TIN to be furnished, please refer to the following as a guide: Individual accounts - should reflect owner's TIN. Joint accounts - should reflect the TIN of the owner whose name appears first. Trust accounts - should reflect the TIN assigned to the trust. IRA custodial accounts - should reflect the TIN of the custodian (not necessary to provide). Custodial accounts for the benefit of minors - should reflect the TIN of the minor. Corporations, partnership or other business entities - should reflect the TIN assigned to that entity. By signing the Signature Box, the limited partner(s) certifies that the TIN as printed (or corrected) on the front of the Acknowledgment and Agreement is correct. -5- 6 BOX 7 - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each limited partner transferring interests in a partnership with real estate assets meeting certain criteria certify under penalty of perjury the representations made in Box 7, or be subject to withholding of tax equal to 10% of the consideration for interests purchased. Tax withheld under Section 1445 of the Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be claimed from the IRS. FOREIGN PERSONS -- In order for a tendering limited partner who is a Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as exempt from 31% backup withholding, such foreign limited partner must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Forms for such statements can be obtained from the Information Agent. 5. VALIDITY OF ACKNOWLEDGMENT AND AGREEMENT. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of an Acknowledgment and Agreement and other required documents will be determined by the Purchaser and such determination will be final and binding. The Purchaser's interpretation of the terms and conditions of the Offer (including these Instructions for the Acknowledgment and Agreement) will be final and binding. The Purchaser will have the right to waive any irregularities or conditions as to the manner of tendering. Any irregularities in connection with tenders, unless waived, must be cured within such time as the Purchaser shall determine. The Acknowledgment and Agreement will not be valid until any irregularities have been cured or waived. Neither the Purchaser nor the Information Agent are under any duty to give notification of defects in an Acknowledgment and Agreement and will incur no liability for failure to give such notification. 6. ASSIGNEE STATUS. Assignees must provide documentation to the Information Agent which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee. 7. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the consideration unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued in the name of a person other than the person signing the Signature Box of the Acknowledgment and Agreement or if consideration is to be sent to someone other than such signer or to an address other than that set forth on the Acknowledgment and Agreement in the box entitled "Description of Units Tendered," the appropriate boxes on the Acknowledgment and Agreement must be completed. -6- 7 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER - - Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
------------------------------------------------------------------------------------------------------------------------ GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF -- ------------------------------------------------------------------------------------------------------------------------ 1. An individual account The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined Funds, the first individual on the account 3. Husband and wife (joint account) The actual owner of the account or, if joint funds, Either person 4. Custodian account of a minor (Uniform Gift to The minor (2) Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor (1) 6. Account in the name of guardian or committee for a The ward, minor or incompetent person (3) designated ward, minor or incompetent person (3) 7. a. The usual revocable savings trust account The grantor trustee (1) (grantor is also trustee) b. So-called trust account that is not a legal or The actual owner (1) valid trust under state law 8. Sole proprietorship account The owner (4) 9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (5) 10. Corporate account The corporation 11. Religious, charitable, or educational The organization organization account 12. Partnership account held in the name of the The partnership business 13. Association, club, or other tax-exempt The organization organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of Agriculture in the The public entity name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments ------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's or incompetent person's name and furnish such person's social security number or employer identification number. (4) Show your individual name. You may also enter your business name. You may use your social security number or employer identification number. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. -7- 8 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER -- If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan. - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a) of the Code. - An exempt charitable remainder trust, or a non-exempt trust described in section 4947 (a)(1). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. - A futures commission merchant registered with the Commodity Futures Trading Commission. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441 of the Code. - Payments to Partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to an appropriate nominee. - Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax exempt interest (including exempt interest dividends under section 852 of the Code). - Payments described in section 6049(b)(5) of the Code to nonresident aliens. - Payments on tax-free covenant bonds under section 1451 of the Code. - Payments made by certain foreign organizations. - Payments of mortgage interest to you. - Payments made to an appropriate nominee. Exempt payees described above should file a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(A), 6045, and 6050A of the Code. PRIVACY ACT NOTICE -- Section 6109 of the Code requires most recipients of dividend, interest, or other payments to give correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a correct taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -8- 9 The Acknowledgment and Agreement and any other documents required by the Letter of Transmittal should be sent or delivered by each limited partner or such limited partner's broker, dealer, bank, trust company or other nominee to the Information Agent at one of its addresses set forth below. 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. For information, please call: TOLL FREE: (888) 349-2005
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EX-99.9 5 d90336b1ex99-9.txt AMENDED ACKNOWLEDGEMENT AND AGREEMENT 1 AMENDED ACKNOWLEDGMENT AND AGREEMENT TO TENDER ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTEREST IN OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP (THE "PARTNERSHIP") PURSUANT TO AN OFFER TO PURCHASE DATED AUGUST 30, 2001 (THE "OFFER DATE") AS SUPPLEMENTED SEPTEMBER 24, 2001 BY AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. -------------------------------------------------------------------------------- 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. ================================================================================ SIGNATURE BOX 1 (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.) ------------------------------------------------------------------------------------------------------------ 2. Number of 1. Total Number of Units Tendered Units 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. 2 ================================================================================ SIGNATURE GUARANTEE (IF REQUIRED) 3 (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: --------------------------------------------- ---------------------- ================================================================================ ================================================================================ SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 2, 7 AND 8 IN THE LETTER 4 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) ================================================================================ ================================================================================ SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 7 AND 8 IN THE LETTER 5 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) ================================================================================ ================================================================================ SUBSTITUTE FORM W-9 6 (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). ================================================================================ ================================================================================ FIRPTA AFFIDAVIT 7 (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. ================================================================================ -2- 3 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/Bethesda Holdings Acquisitions, Inc. (the "Purchaser") to purchase assignee units of limited partnership interest in the Partnership, (ii) the Letter of Transmittal attached as Annex II thereto (the "Letter of Transmittal"), (iii) this Acknowledgment and Agreement, and (iv) 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 assignee 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 to Purchase). 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. -3- 4 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
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