-----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, JoNBpbqt84XfZuhLvzM5pfYJg81ojHvdXa3kYD8i2wm7MqyfVnowXt1ZpsIcuF3H IOxB0QEM3QVsyB2KL3ZuiQ== 0000950164-99-000040.txt : 19990512 0000950164-99-000040.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950164-99-000040 CONFORMED SUBMISSION TYPE: SC 14D1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACQUES MILLER INCOME FUND II CENTRAL INDEX KEY: 0000774655 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 621244325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 SEC ACT: SEC FILE NUMBER: 005-56265 FILM NUMBER: 99617375 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 14D1 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC 14D1 1 SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ JACQUES-MILLER INCOME FUND, L.P.-II (Name of Subject Company) AIMCO PROPERTIES, L.P. APARTMENT INVESTMENT AND MANAGEMENT COMPANY (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ------------------------------------ Patrick Foye Executive Vice President AIMCO-GP, Inc. 1873 South Bellaire Street, 17th Floor Denver, Colorado 80222 (303) 754-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------------------ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation*: $294,500 Amount of Filing Fee: $58.90 - -------------------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 3,100 units of limited partnership interest ("Units") of the subject partnership for $95 per Unit. The amount of the filing fee, calculated in accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders. (cover page 1 of 2) (cover page 2 of 2) [ ] Check 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: Not Applicable Form or Registration No.: Not Applicable Filing Party: Not Applicable Date Filed: Not Applicable - -------------------------------------------------------------------------------- CUSIP No. NONE 14D-1 AND 13D/A Page 3 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons AIMCO PROPERTIES, L.P. 84-1275621 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - ----------------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------------- 4 Sources of Funds WC - ----------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - ----------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row 7 N/A - ----------------------------------------------------------------------------- 10. Type of Reporting Person - -------------------------------------------------------------------------------- PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons APARTMENT INVESTEMENT AND MANAGEMENT COMPANY 84-1259577 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - ----------------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------------- 4 Sources of Funds N/A - ----------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Maryland - ----------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - ----------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row 7 None - ----------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- SCHEDULE 14D-1 This Tender Offer Statement on Schedule 14D-1 (the "Statement") relates to an Offer by AIMCO Properties, L.P. (the "Purchaser") originally made on April 1, 1999 for 607.5 Units (as hereinafter defined) for $76 per Unit in cash, which offer was supplemented April 21, 1999 to increase the per Unit consideration to $95 and to extend the expiration date. In light of the number of Units tendered, the Purchaser is further amending the offer to increase the number of Units being sought to 3,100 Units which represents 25% of the total Units. As a result, the Purchaser is required to file the Statement. ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Jacques-Miller Income Fund L.P.-II, a Delaware limited partnership (the "Partnership"). The address of the Partnership's principal executive offices is 102 Woodmont Boulevard, Suite 420, Nashville, Tennessee. (b) This Statement relates to an offer by AIMCO Properties, L.P., a Delaware limited partnership (the "Purchaser"), to purchase up to 3,100 of the outstanding units of limited partnership interest ("Units") of the Partnership at a purchase price of $95 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 1, 1999, as supplemented don April 21, 1999 and as further supplemented on May 11, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), copies of which are filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(2) hereto, respectively. The information set forth in the Offer to Purchase under "Introduction" is incorporated herein by reference. (c) The information set forth in the Offer to Purchase in Annex I is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d), (g) This Statement is being filed by the Purchaser and AIMCO (collectively, the "Bidders"). The information set forth in the Offer to Purchase under "Introduction," in Section 8 ("Certain Information Concerning Us and Certain of Our Affiliates") and in Schedule 1 to the Offer to Purchase is incorporated herein by reference. (e)-(f) During the last five years, none of the Bidders nor, to the best of their knowledge, any of the persons listed in Schedules I to the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) The information set forth in the Offer to Purchase under "Introduction," and in Section 10 ("Conflicts of Interest and Transactions with Affiliates") is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in Section 13 ("Sources of Funds") is incorporated herein by reference. (b)-(c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(b), (e) The information set forth in the Offer to Purchase under "Introduction" and in Section 11 ("Future Plans of the Purchaser") is incorporated herein by reference. (c) The information set forth in the Offer to Purchase in Section 8 ("Future Plans of the Purchaser"), in Section 10 ("Conflicts of Interest and Transactions with Affiliates") and in Section 12 ("Certain Information Concerning Your Partnership") is incorporated herein by reference. (d) Not applicable. (f)-(g) The information set forth in the Offer to Purchase in Section 7 ("Effects of the Offer") is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The information set forth in the Offer to Purchase under "Introduction," and in Section 11 ("Certain Information Concerning the Purchaser") is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in the Offer to Purchase under "Introduction," in Section 7 ("Effects of the Offer"), Section 10 ("Conflicts of Interest and Transactions with Affiliates"), Section 11 ("Certain Information Concerning the Purchaser") and Section 12 ("Certain Information Concerning Your Partnership ") is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the Offer to Purchase under "Introduction" and in Section 17 ("Fees and Expenses") is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. The information set forth in Schedule 1 to the Offer to Purchase is incorporated herein by reference. In addition, the following are expressly incorporated in this Statement by reference: (i) the audited financial statements of the Purchaser set forth at Part I-Item 8 of the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1998, which is on file with the Commission; and (ii) the audited financial statements of AIMCO set forth at Part I-Item 8 of AIMCO's Annual Report on Form 10-K for the year ended December 31, 1998, which is on file with the Commission. ITEM 10. ADDITIONAL INFORMATION. (a) Not applicable. (b)-(d) The information set forth in the Offer to Purchase in Section 16 ("Certain Legal Matters") is incorporated herein by reference. (e) None. (f) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(4) hereto, respectively, is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated April 1, 1999. (a)(2) Supplement No. 1 to Offer to Purchase, dated April 21, 1999. (a)(3) Supplement No. 2 to Offer to Purchase, dated May 11, 1999. (a)(4) Letter of Transmittal and Related Instructions. (a)(5) Cover Letter, dated April 1, 1999, from the Purchaser to the Limited Partners of the Partnership. (a)(6) Press Release dated May 10, 1999 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 11, 1999 AIMCO PROPERTIES, L.P. By: AIMCO-GP, Inc. By: Patrick J. Foye Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: Patrick J. Foye Patrick J. Foye Executive Vice President EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase, dated April 1, 1999. (a)(2) Supplement No. 1 to Offer to Purchase, dated April 21, 1999. (a)(3) Supplement No. 2 to Offer to Purchase, dated May 11, 1999. (a)(4) Letter of Transmittal and Related Instructions. (a)(5) Cover Letter, dated April 1, 1999, from the Purchaser to the Limited Partners of the Partnership. (a)(6) Press Release dated May 10, 1999. EX-1 2 EXHIBIT 1 Offer to Purchase AIMCO Properties, L.P. is offering to purchase up to 607.5 limited partnership interests in Jacques-Miller Income Fund L.P.-II for $76.00 in cash Our offer price will be reduced for any distributions subsequently made by your partnership(s) prior to the expiration of our offer. Our offer and your withdrawal rights will expire at 5:00 p.m., New York City time, on April 30, 1999, unless we extend the deadline. Our offer is not subject to any minimum number of units being tendered. You will not pay any fees or commissions if you tender your units. See "Risk Factors" beginning on page 1 of this offer 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 $76.00 per unit without any arms-length negotiations. Accordingly, our offer price may not reflect the fair market value of your units. 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 was liquidated. o Your partnership's general partner is controlled by an affiliate of ours and, therefore, the general partner has substantial conflicts of interest with respect to our offer. o We are making this offer with a view to making a profit, and 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 It is possible that we may conduct a subsequent offer at a higher or lower price. If you desire to tender a unit, you should complete and sign the letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents 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 back cover of this offer to purchase. Questions and requests for assistance or for additional copies of this offer to purchase or the letter of transmittal may also be directed to the Information Agent at (888) 349-2005. April 1, 1999 TABLE OF CONTENTS INTRODUCTION...................................................................1 RISK FACTORS...................................................................1 Conflicts of Interest with Respect to the Offer; No General Partner Recommendation............................................................1 No Third Party Valuation or Appraisal; No Arms-Length Negotiation.........2 No Fairness Opinion From a Third Party....................................2 Offer Price May Not Represent Fair Market Value...........................2 Offer Price Based on Our Estimate of Liquidation Proceeds.................2 Offer Price May Not Represent Liquidation Value...........................2 Continuation of the Partnership; Payment of Notes.........................2 Retaining Units May Result in Greater Future Value........................2 Possible Subsequent Offer at a Higher or Lower Price......................3 Recognition of Taxable Gain on a Sale of Your Units.......................3 Loss of Future Distributions from Your Units..............................3 THE OFFER......................................................................3 Section 1. Terms of the Offer; Expiration Date..........................3 Section 2. Acceptance for Payment and Payment for Units.................4 Section 3. Procedure for Tendering Units................................4 Section 4. Limited Withdrawal Rights....................................6 Section 5. Extension of Tender Period; Termination; Amendment...........6 Section 6. Certain Federal Income Tax Matters...........................7 Section 7. Effects of the Offer.........................................9 Section 8. Information Concerning Us and Certain of Our Affiliates.....10 Section 9. Position of the General Partner of Your Partnership With Respect to the Offer.....................................................10 Section 10. Conflicts of Interest.......................................11 Section 11. Future Plans of the Purchaser...............................11 Section 12. Certain Information Concerning Your Partnership.............12 Section 13. Source of Funds.............................................12 Section 14. Dissenters' Rights..........................................12 Section 15. Conditions of the Offer.....................................12 Section 16. Certain Legal Matters.......................................14 Section 17. Fees and Expenses...........................................14 ANNEX I -- VALUATION OF UNITS................................................I-1 ANNEX II -- YOUR PARTNERSHIP................................................II-1 ANNEX III -- OFFICERS AND DIRECTORS........................................III-1 INTRODUCTION We are offering to purchase up to 607.5 (4.9%) of the outstanding units of limited partnership interest in your partnership for the cash price per unit set forth on the cover page of this offer to purchase. Our offer is net to the seller in cash, without interest, less the amount of distributions, if any, made by your partnership in respect of any unit from the date hereof until the expiration date. Our offer is made upon the terms and subject to the conditions set forth in this offer to purchase and in the accompanying letter of transmittal. If tenders for more than 607.5 units are received, we will accept 607.5 units on a pro rata basis, subject to the terms and conditions set forth in this offer. If you tender your units in response to our offer, and your tender is accepted, you will not be obligated to pay any commissions or partnership transfer fees (except as set forth in Instruction 8 to the letter of transmittal). We have retained River Oaks Partnership Services, Inc. to act as the Information Agent in connection with our offer. We will pay all charges and expenses in connection with the services of the Information Agent. The offer is not conditioned on any minimum number of units being tendered. However, certain other conditions do apply. See "The Offer - Section 15." You may tender all or any portion of the units that you own. Under no circumstances will we be required to accept any unit if the transfer of that unit to us would be prohibited by the agreement of limited partnership of your partnership. Our offer will expire at 5:00 P.M., New York City time, on April 30, 1999, unless extended. If you desire to accept our offer, you must complete and sign the letter of transmittal in accordance with the instructions contained therein and forward or hand deliver it, together with any other required documents, to the Information Agent, either with your units to be tendered or in compliance with the specified procedures for guaranteed delivery of units. You may withdraw your tender of units pursuant to the offer at any time prior to the expiration date of our offer. We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"). AIMCO is a self-administered and self-managed real estate investment trust engaged in the ownership, acquisition, development, expansion and management of multifamily apartment property. As of December 31, 1998, AIMCO owned or managed 379,363 apartment units in 2,147 property located in 49 states, the District of Columbia and Puerto Rico. AIMCO's Class A Common Stock is listed and traded on the New York Stock Exchange under the symbol "AIV." RISK FACTORS Before deciding whether or not to tender any of your units, you should consider carefully the following risks and disadvantages of the offer: Conflicts of Interest with Respect to the Offer; No Partner Recommendation The general partner of your partnership is controlled by us and, therefore, has substantial conflicts of interest with respect to our offer. We are making this offer with a view to making a profit. 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. We determined our offer price without negotiation with any other party, including any general or limited partner. For a description of how we determined our offer price, see Annex I to this offer to purchase. Since our affiliates receive fees for managing your partnership, a conflict of interest exists between our continuing the partnership and receiving such fees, and the liquidation of the partnership and the termination of such fees. Another conflict is the fact that a decision of the limited partners of your partnership to remove, for any reason, the general partner of your partnership would result in a decrease or elimination of the substantial fees paid to them for services provided to your partnership. Because of our affiliation with the general partner of your partnership, the general partner has advised us that it makes no recommendation to you as to whether you should tender your units. 1 No Third Party Valuation or Appraisal; No Arms-Length Negotiation We did not base our valuation of the notes owned by your partnership on any independent valuation including a third-party appraisal or valuation of the properties owned by the makers of the notes. We established the terms of our offer without any arms-length negotiation. The terms of the offer could differ if they were subject to independent third party negotiations. It is uncertain whether our offer price reflects the value which would be realized upon a sale of your units to a third party. No Fairness Opinion From a Third Party We did not obtain an opinion from a third party that our offer price is fair from a financial point of view. Offer Price May Not Represent Fair Market Value There is no established or regular trading market for your units, nor is there another reliable standard for determining the fair market value of the units. Our offer price does not necessarily reflect the price that you would receive in an open market for your units. Such prices could be higher or lower than our offer price. Offer Price Based on Our Estimate of Liquidation Proceeds While actual proceeds obtained from a liquidation are highly uncertain, we believe that the offer price represents only the amount you would receive if your partnership was liquidated on a prompt basis. See Annex I. Other methods of valuing your units could result in a higher valuation. Offer Price May Not Represent Liquidation Value We are not proposing to try to liquidate your partnership or sell its assets. An arms-length sale of such assets may be a better way to determine the true value of the notes, rather than the methods we chose. The sale of the notes and the liquidation of a partnership might result in greater cash proceeds to you than our offer. However, there is no present intention to liquidate your partnership. Continuation of the Partnership; Payment of Notes The general partner of your partnership is proposing to continue to operate your partnership and not to attempt to liquidate it at the present time. Thus, our offer does not satisfy any expectation that you would receive the return of your investment in the partnership through a sale of its assets. It is not known when or, if the notes will be satisfied. Each of the four notes held by your partnership is currently in default. In addition, the notes are unsecured and subordinate to the mortgage notes encumbering the property held by each maker of a note. Your partnership has agreed to accept a $70,000 payment in full satisfaction of one of its notes, which payment is to be made in April 1999. Your partnership is currently seeking payment on the remaining three notes. There can be no assurance as to whether the $70,000 payment or the remaining notes will be satisfied in full. Retaining Units May Result in Greater Future Value You might receive more cash consideration if you do not tender your units and, instead, continue to hold your units and ultimately receive proceeds from a future liquidation of your partnership. 2 Possible Subsequent Offer at a Higher or Lower Price It is possible that we may conduct a subsequent offer at a higher or lower price. Such a decision will depend, among other things, on the performance of the partnership, prevailing economic conditions, and our interest in acquiring additional limited partnership interests. Recognition of Taxable Gain on a Sale of Your Units Your sale of units for cash will be a taxable sale, with the result that you will recognize gain or loss measured by the difference between the amount realized on the sale and your adjusted tax basis in the units of limited partnership interest of your partnership you transfer to us. The particular tax consequences for you of our offer will depend upon a number of factors related to your tax situation, including your tax basis in your units of limited partnership interest of your partnership you transfer to us, whether you dispose of all of your units and whether you are no longer subject to the "passive loss" rules with respect to your partnership. Because the income tax consequences of tendering units will not be the same for everyone, you should consult your own tax advisor with specific reference to your own tax situation. Loss of Future Distributions from Your Units If you tender your units in response to our offer, you will transfer to us all right, title and interest in and to all of the units we accept, and the right to receive all distributions in respect of such units on and after the date on which we accept such units for purchase. Accordingly, for any units that we acquire from you, you will not receive any future distributions from payments on the notes, including the anticipated $70,000 payment in April 1999. THE OFFER Section 1. Terms of the Offer; Expiration Date Upon the terms and subject to the conditions of the offer, we will accept (and thereby purchase) up to 607.5 (4.9%) of the units that are validly tendered on or prior to the expiration date and not withdrawn in accordance with the procedures set forth in "The Offer - Section 4." For purposes of the offer, the term "expiration date" shall mean 5:00 p.m., New York City time, on April 30, 1999, unless we in our sole discretion shall have extended the period of time for which the offer is open, in which event the term "expiration date" shall mean the latest time and date on which the offer, as extended by us, shall expire. See "The Offer - Section 5" for a description of our right to extend the period of time during which the offer is open and to amend or terminate the offer. In the event that the offer is oversubscribed and more than 607.5 units are validly tendered and not withdrawn on or prior to the expiration date, we will accept for payment, upon the terms and subject to the conditions of this offer, units so tendered on a pro rata basis according to the number of units validly tendered by each limited partner and not properly withdrawn on or prior to the expiration date, with appropriate adjustments to avoid purchases of fractional Units. If the number of units validly tendered and not properly withdrawn on or prior to the expiration date is less than or equal to 607.5 units, we will purchase all units so tendered and not withdrawn, upon the terms and subject to the conditions of this offer. If less than all of the units owned by you are accepted for purchase as a result of the foregoing, you will remain a limited partner of the Partnership to the extent of the units not purchased. If proration of tendered units is required, then, subject to applicable law, we intend to pay for any units accepted for payment pursuant to the Offer at such time as the final proration results are known. Notwithstanding any such delay in payment, no interest will be paid on the Purchase Price. If, prior to the expiration date, we increase the consideration offered to limited partners pursuant to the offer, the increased consideration will be paid for all units accepted for payment pursuant to the offer, whether or not the units were tendered prior to the increase in consideration. 3 The offer is conditioned on satisfaction of certain conditions. The offer is not conditioned upon any minimum amount of units being tendered. See "The Offer - Section 15," which sets forth in full the conditions of the offer. We reserve the right (but in no event shall we be obligated), in our reasonable discretion, to waive any or all of those conditions. If, on or prior to the expiration date, any or all of the conditions have not been satisfied or waived, we reserve the right to (i) decline to purchase any of the units tendered, terminate the offer and return all tendered units to tendering limited partners, (ii) waive all the unsatisfied conditions and purchase all units validly tendered up to the maximum number of units, (iii) extend the offer and, subject to the right of limited partners to withdraw units until the expiration date, retain the units that have been tendered during the period or periods for which the offer is extended, or (iv) amend the offer. For administrative purposes, the transfer of units will be effective January 1, 1999. Section 2. Acceptance for Payment and Payment for Units Upon the terms and subject to the conditions of the offer, we will purchase, by accepting for payment, and will pay for, all units validly tendered (subject to a maximum of 607.5 units) as promptly as practicable following the expiration date. A tendering beneficial owner of units whose units are owned of record by an Individual Retirement Account or other qualified plan will not receive direct payment of the offer price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for units purchased pursuant to the offer will be made only after timely receipt by the Information Agent of a properly completed and duly executed letter of transmittal and other documents required by the letter of transmittal. See "The Offer - Section 3." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the offer, we will be deemed to have accepted for payment pursuant to the offer, and thereby purchased, validly tendered units, if, as and when we give verbal or written notice to the Information Agent of our acceptance of those units for payment pursuant to the offer. Payment for units accepted for payment pursuant to the offer will be made through the Information Agent, which will act as agent for tendering limited partners for the purpose of receiving cash payments from us and transmitting cash payments to tendering limited partners. If any tendered units are not accepted for payment by us for any reason, the letter of transmittal with respect to such units not purchased may be destroyed by us or the Information Agent. If, for any reason, acceptance for payment of, or payment for, any units tendered pursuant to the offer is delayed or we are unable to accept for payment, purchase or pay for units tendered pursuant to the offer, then, without prejudice to our rights under "The Offer - Section 15," the Information Agent may, nevertheless, on our behalf retain tendered units, and those units may not be withdrawn except to the extent that the tendering limited partners are entitled to withdrawal rights as described in "The Offer - Section 4"; subject, however, to our obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to pay you the offer price in respect of units tendered or return those units promptly after termination or withdrawal of the offer. We reserve the right to transfer or assign, in whole or in part, to one or more of our affiliates, the right to purchase units tendered pursuant to the offer, but no such transfer or assignment will relieve us of our obligations under the offer or prejudice your rights to receive payment for units validly tendered and accepted for payment pursuant to the offer. Section 3. Procedure for Tendering Units Valid Tender. To validly tender units pursuant to the offer, a properly completed and duly executed letter of transmittal and any other documents required by such letter of transmittal must be received by the Information Agent, at one of its addresses set forth on the back cover of this offer to purchase, on or prior to the expiration date. You may tender all or any portion of your units. No alternative, conditional or contingent tenders will be accepted. Signature Requirements. If the letter of transmittal is signed by the registered holder of a unit and payment is to be made directly to that holder, then no signature guarantee is required on the letter of transmittal. Similarly, if a unit is tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), no signature 4 guarantee is required on the letter of transmittal. However, in all other cases, all signatures on the letter of transmittal must be guaranteed by an Eligible Institution. In order for you to tender in the offer, your units must be validly tendered and not withdrawn on or prior to the expiration date. The method of delivery of the 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. Appointment as Proxy. By executing the letter of transmittal, you are irrevocably appointing us and our designees as your proxy, in the manner set forth in the letter of transmittal, each with full power of substitution, to the fullest extent of the your rights with respect to the units tendered by and accepted for payment by you. Each such proxy shall be considered coupled with an interest in the tendered units. Such appointment will be effective when, and only to the extent that, we accept the tendered unit for payment. Upon such acceptance for payment, all prior proxies given by you with respect to the units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). We and our designees will, as to those units, be empowered to exercise all voting and other rights as a limited partner as we, in our sole discretion, may deem proper at any meeting of limited partners, by written consent or otherwise. We reserve the right to require that, in order for units to be deemed validly tendered, immediately upon our acceptance for payment for the units, we must be able to exercise full voting rights with respect to the units, including voting at any meeting of limited partners then scheduled or acting by written consent without a meeting. By executing the letter of transmittal, you agree to execute all such documents and take such other actions as shall be reasonably required to enable the units tendered to be voted in accordance with out directions. The proxy and power of attorney granted by you to us upon your execution of the letter of transmittal will remain effective and be irrevocable for a period of ten years following the termination of our offer. Assignment of Interest in Future Distributions. By executing the letter of transmittal, you will irrevocably assign to us and our assigns all of your right, title and interest in and to any and all distributions made by your partnership from any source and of any nature, 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 of our offer, in respect of the units tendered by you and accepted for payment and thereby purchased by us. If, after the unit is accepted for payment and purchased by us, you receive any distribution from any source and of any nature, 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 your partnership in respect of such unit, you will agree to forward promptly such distribution to us. Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of units pursuant to our offer will be determined by us, in our reasonable discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any particular unit determined by us not to be in proper form or if the acceptance of or payment for that unit may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive or amend any of the conditions of the offer that we are legally permitted to waive as to the tender of any particular unit and to waive any defect or irregularity in any tender with respect to any particular unit of any particular limited partner. Our interpretation of the terms and conditions of the offer (including the letter of transmittal) will be final and binding on all parties. No tender of units will be deemed to have been validly made unless and until all defects and irregularities have been cured or waived. Neither us, the Information Agent, nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any unit or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of back-up Federal income tax withholding of 31% with respect to payment of the offer price, you must provide us with your correct taxpayer identification number. See the instructions to the letter of transmittal and "The Offer Section 6." 5 FIRPTA Withholding. To prevent the withholding of Federal income tax in an amount equal to 10% of the amount realized on the disposition (the amount realized is generally the offer price plus the partnership liabilities allocable to each unit purchased), you must certify that the you are not a foreign person if you tender units. See the instructions to the letter of transmittal and "The Offer - Section 6." A tender of a unit pursuant to any of the procedures described above and the acceptance for payment of such unit will constitute a binding agreement between the tendering unitholder and us on the terms set forth in this offer to purchase and the related letter of transmittal. Section 4. Limited Withdrawal Rights A tender of a unit pursuant to our offer is irrevocable, except that units tendered pursuant to our offer may be withdrawn at any time until 5:00 p.m., New York City time, on the expiration date of our offer. For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Information Agent at one of its addresses set forth on the back cover of the offer to purchase. Any such notice of withdrawal must specify the name of the person who tendered, the number of units to be withdrawn and the name of the registered holder of such units, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) who signed the letter of transmittal in the same manner as the letter of transmittal was signed. If purchase of, or payment for, a unit is delayed for any reason, or if we are unable to purchase or pay for a unit for any reason, then, without prejudice to our rights under the offer, tendered units may be retained by the Information Agent and may not be withdrawn, except to the extent that tendering limited partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to our obligation, pursuant to Rule 14e-1(c) under the Securities Exchange Act of 1934, to pay the offer price in respect of units tendered or return those units promptly after termination or withdrawal of our offer. Any units properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of our offer. However, withdrawn units may be re-tendered at any time prior to the expiration date by following the procedures described in "The Offer - Section 3." All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by us in our reasonable discretion, which determination shall be final and binding on all parties. Neither we, the Information Agent, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Section 5. Extension of Tender Period; Termination; Amendment We expressly reserve the right, in our reasonable discretion, at any time and from time to time, (i) to extend the period of time during which our offer is open and thereby delay acceptance for payment of, and the payment for, any unit, (ii) to terminate our offer and not accept for payment any units not theretofore accepted for payment or paid for, (iii) upon the occurrence of any of the conditions specified in "The Offer - Section 15," to delay the acceptance for payment of, or payment for, any units not already accepted for payment or paid for, and (iv) to amend our offer in any respect (including, without limitation, by increasing the consideration offered, increasing or decreasing the units being sought, or both). Notice of any such extension, termination or amendment will promptly be disseminated to you in a manner reasonably designed to inform you of such change. In the case of an extension of the offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date of our offer, in accordance with Rule 14e-1(d) under the Securities Exchange Act of 1934. If we extend the offer, or if we delay payment for a unit (whether before or after its acceptance for payment of a unit) or are unable to pay for a unit pursuant to our offer for any reason, then, without prejudice to our rights under the offer, the Information Agent may retain tendered units and those units may not be withdrawn except to the extent tendering unitholders are entitled to withdrawal rights as described in "The Offer - Section 4"; subject, however, to our 6 obligation, pursuant to Rule 14e-l(c) under the Securities Exchange Act of 1934, to pay the offer price in respect of units tendered or return those units promptly after termination or withdrawal of the offer. If we make a material change in the terms of our offer, or if we waive a material condition to our offer, we will extend the offer and disseminate additional tender offer materials to the extent required by Rule 14e-1 under the Securities Exchange Act of 1934. The minimum period during which the offer must remain open following any material change in the terms of the offer, other than a change in price or a change in percentage of securities sought or a change in any dealer's soliciting fee, will depend upon the facts and circumstances, including the materiality of the change. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer's soliciting fee, a minimum of ten business days from the date of such change is generally required to allow for adequate dissemination to unitholders. Accordingly, if prior to the expiration date, we increase (other than increases of not more than two percent of the outstanding units) or decrease the number of units being sought, or increase or decrease the offer price, and if the offer is scheduled to expire at any time earlier than the tenth business day after the date that notice of such increase or decrease is first published, sent or given to unitholders, the offer will be extended at least until the expiration of such ten business days. As used in the offer to purchase, "business day" means any day other than a Saturday, Sunday or a Federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Section 6. Certain Federal Income Tax Matters The following summary is a general discussion of certain of the Federal income tax consequences of the offer that may be relevant to unitholders who tender some or all of their units for cash pursuant to our offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), Treasury Regulations, rulings issued by the Internal Revenue Service (the "IRS"), practice and procedures and judicial decisions, all as of the date of this offer to purchase. All of the foregoing are subject to change or alternative construction with possible retroactive effect, and any such change or alternative construction could affect the continuing accuracy of this summary. Such summary is based on the assumption that your partnership will be operated in accordance with its certificate of limited partnership and agreement of limited partnership. This summary is for general information only and does not purport to discuss all aspects of Federal income taxation which may be important to a particular person in light of its investment or tax circumstances, or to certain types of investors subject to special tax rules (including financial institutions, broker-dealers, insurance companies, and, except to the extent discussed below, tax-exempt organizations and foreign investors, as determined for United States Federal income tax purposes), nor (except as otherwise expressly indicated) does it describe any aspect of state, local, foreign or other tax laws. This summary assumes that the limited partnership interests in your partnership represented by the units constitute capital assets (generally, property held for investment). No advance ruling has been or will be sought from the IRS regarding any matter discussed in this offer to purchase. Further, no opinion of tax counsel has been obtained with regard to the offer. The Federal income tax treatment of a unitholder participating in the offer depends in some instances on determinations of fact and interpretations of complex provisions of Federal income tax law for which no clear precedent or authority may be available. Accordingly, you should consult your tax advisor regarding the Federal, state, local and foreign tax consequences of selling the limited partnership interests in your partnership represented by units pursuant to our offer or of a decision not to sell in light of your specific tax situation. Tax Consequences to Limited Partners Tendering Units. We believe, and intend to take the position that, if you tender some or all of your units pursuant to our offer, you will be treated for U.S. Federal income tax purposes as having sold the limited partnership interests in your partnership represented by such units to us and, accordingly, we will be treated as a partner in your partnership. In general, you will recognize gain or loss on a sale of a unit of limited partnership of your partnership pursuant to the offer equal to the difference between (i) your "amount realized" on the sale and (ii) your adjusted tax basis in the unit sold. The "amount realized" with respect to any units of limited partnership of your partnership will be equal to the sum of the amount of cash received by you for the unit sold pursuant to the offer plus the amount of partnership liabilities allocable to the unit (as determined under Section 752 of the Internal Revenue Code). Thus, your tax liability resulting from a sale of a unit of limited partnership of your partnership could exceed the cash received upon such sale. 7 Adjusted Tax Basis. If you acquired your units of limited partnership of your partnership for cash, your initial tax basis in such units is generally equal to the cash investment in your partnership increased by your share of partnership liabilities at the time you acquired such units. Your initial tax basis generally has been increased by (i) your share of partnership income and gains, and (ii) any increases in your share of partnership liabilities, and has been decreased (but not below zero) by (i) your share of partnership cash distributions, (ii) any decreases in your share of partnership liabilities, (iii) your share of partnership losses, and (iv) your share of nondeductible partnership expenditures that are not chargeable to capital. For purposes of determining your adjusted tax basis in units of limited partnership of your partnership immediately prior to a disposition of your units, your adjusted tax basis in your units will include your allocable share of partnership income, gain or loss for the taxable year of disposition. If your adjusted tax basis is less than your share of partnership liabilities (e.g., as a result of the effect of net loss allocations and/or distributions exceeding the cost of your unit), your gain recognized with respect to a unit of limited partnership of your partnership pursuant to the offer will exceed the cash proceeds realized upon the sale of such unit. Character of Gain or Loss Recognized Pursuant to the Offer. Except as described below, the gain or loss recognized by you on a sale of a unit of limited partnership of your partnership pursuant to the offer generally will be treated as a long-term capital gain or loss if you held the unit for more than one year. Long-term capital gains recognized by individuals and certain other noncorporate taxpayers generally will be subject to a maximum Federal income tax rate of 20%. If the amount realized with respect to a unit of limited partnership of your partnership attributable to your share of unrealized receivables of your partnership exceeds the basis attributable to those assets, such excess will be treated as ordinary income. Among other things, unrealized receivables include depreciation recapture with respect to certain types of property. In addition, the maximum Federal income tax rate applicable to persons who are noncorporate taxpayers for net capital gains attributable to the sale of depreciable real property (which may be determined to include an interest in a partnership such as your units) held for more than one year is currently 25% (rather than 20%) to the extent of previously claimed depreciation deductions that would not be treated as "unrealized receivables." If you tender a unit of limited partnership interest of your partnership in the offer, you will be allocated a share of partnership taxable income or loss for the year of tender with respect to any units sold. Thus, you will recognize ordinary income or loss in an amount equal to the accreted income or loss allocable to such units. You will not receive any future distributions on units of limited partnership interest of your partnership tendered on or after the date on which such units are accepted for purchase and, accordingly, you may not receive any distributions with respect to such accreted income. Such allocation and any partnership cash distributions to you for that year will affect your adjusted tax basis in your unit of limited partnership interest of your partnership and, therefore, the amount of your taxable gain or loss upon a sale of a unit pursuant to the offer. Passive Activity Losses. The passive activity loss rules of the Internal Revenue Code limit the use of losses derived from passive activities, which generally include investments in limited partnership interests such as the units of limited partnership interest of your partnership. An individual, as well as certain other types of investors, generally cannot use losses from passive activities to offset nonpassive activity income received during the taxable year. Passive losses that are disallowed for a particular tax year are "suspended" and may be carried forward to offset passive activity income earned in future taxable years. In addition, such suspended losses may be claimed as a deduction, subject to other applicable limitations, upon a taxable disposition of the investor's interest in such activity. Accordingly, if your investment in your units is treated as a passive activity, you may be able to shelter gain from the sale of your units of limited partnership interest of your partnership pursuant to the offer with such losses in the manner described below. If you sell all or a portion of your units of limited partnership interest of your partnership pursuant to the offer and recognize a gain on your sale, you will be entitled to use your current and "suspended" passive activity losses (if any) from your partnership and other passive sources to offset that gain. In general, if you sell all or a portion of your units of limited partnership interest of your partnership pursuant to the offer and recognize a loss on such sale, you will be entitled to deduct that loss currently (subject to other applicable limitations) against the sum of your passive activity income from your partnership for that year (if any) plus any passive activity income from other sources for that year. If you sell all of your units pursuant to the offer, the balance of any "suspended" losses that were not otherwise utilized against passive activity income as described in the two preceding sentences will no longer be suspended and will therefore be deductible (subject to any other applicable limitations) by you against any other income for that year, regardless of the character of that income. Accordingly, you should consult your tax advisors concerning 8 whether, and the extent to which, you have available "suspended" passive activity losses from your partnership or other investments that may be used to offset gain from the sale of units pursuant to the offer. Information Reporting, Backup Withholding and FIRPTA. If you tender any units, you must file an information statement with your Federal income tax return for the year of the sale which provides the information specified in Treasury Regulation Sec.1.751-1(a)(3). You also must notify your partnership of the date of the transfer and the names, addresses and taxpayer identification numbers of the transferor and transferee within 30 days of the date of the transfer (or, if earlier, by January 15 of the following calendar year). Unless you are a tax-exempt person, a corporation or a foreign person, if you tender units, you may be subject to 31% backup withholding unless you provide a taxpayer identification number ("TIN") and certify that the TIN is correct or properly certify that you are awaiting a TIN. See the instructions to the letter of transmittal. On October 7, 1997, the United States Treasury Department issued final Treasury regulations governing the procedures to be followed by a partnership in complying with United States Federal withholding, backup withholding and information reporting rules. The new regulations are generally effective for payments made after December 31, 1999. You should consult your tax advisor regarding the tax consequences, if any, of the new regulations. Gain realized by a foreign person on the sale of a unit pursuant to the offer will be subject to Federal income tax under the Foreign Investment in Real Property Tax Act. Under these provisions of the Internal Revenue Code, the transferee of an interest held by a foreign person in a partnership which owns United States real property generally is required to deduct and withhold 10% of the amount realized on the disposition. Amounts withheld would be creditable against a foreign person's Federal income tax liability and, if in excess thereof, a refund could be obtained from the Internal Revenue Service by filing a U.S. income tax return. See the instructions to the letter of transmittal. Section 7. Effects of the Offer Future Control by AIMCO. Because the general partner of your partnership is controlled by us, we have control over the management of your partnership. If we acquire units in the offer, we will increase our ability to influence voting decisions with respect to your partnership. Distributions to Us. If we acquire units in the offer, we will participate in any subsequent distributions to limited partners to the extent of the units purchased. Partnership Status. We believe our purchase of units should not adversely affect the issue of whether any partnership is classified as a partnership for Federal income tax purposes. Business. Our offer will not affect the operation of your partnership. We will continue to control the general partner of your partnership. Consummation of the offer will not affect any agreement of limited partnership, the operations of any partnership, the business and assets owned by any partnership, the management compensation payable to the general partner or any other matter relating to your partnership, except it would result in us increasing our ownership of units. We will receive future distributions from your partnership for any units we purchase. Section 8. Information Concerning Us and Certain of Our Affiliates We are AIMCO Properties, L.P., a Delaware limited partnership. Together with our subsidiaries, we conduct substantially all of the operations of AIMCO. AIMCO is a real estate investment trust that owns and manages multifamily apartment property throughout the United States. Based on apartment unit data compiled by the National Multi-Housing Council, we believe that, as of December 31, 1998, AIMCO was one of the largest owners and managers of multifamily apartment property in the United States, with a total portfolio of 379,363 apartment units in 2,147 property located in 49 states, the District of Columbia and Puerto Rico. AIMCO's Class A Common Stock is listed and traded on the New York Stock Exchange under the symbol "AIV." As of December 31, 1998, AIMCO: o owned or controlled 63,268 units in 243 apartment property; 9 o held an equity interest in 170,061 units in 901 apartment property; and o managed 146, 034 units in 1,003 apartment property for third party owners and affiliates. Our principal executive offices are located at 1873 South Bellaire Street, Denver, Colorado 80222, and our telephone number is (303) 757-8101. The names, positions and business addresses of the directors and executive officers of AIMCO and our general partner as well as a biographical summary of the experience of such persons for the past five years or more, are set forth on Annex III attached hereto and are incorporated herein by reference. We and AIMCO are both subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file reports and other information with the Securities and Exchange Commission relating to our business, financial condition and other matters. Such reports and other information may be inspected at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Room of the SEC in Washington, D.C. at prescribed rates. The SEC also maintains a site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, information filed by AIMCO with the New York Stock Exchange may be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. Except as described in Annex II, neither we nor, to the best of our knowledge, any of the persons listed on Annex III attached hereto, (i) beneficially own or have a right to acquire any units, (ii) have effected any transaction in the units, or (iii) have any contract, arrangement, understanding or relationship with any other person with respect to any securities of your partnership, including, but not limited to, contracts, arrangements, understandings or relationships concerning transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies (except for previous tender offers we may have conducted for units). Section 9. Position of the General Partner of Your Partnership With Respect to the Offer We or AIMCO control the general partner of your partnership. Therefore, the general partner of your partnership has substantial conflicts of interest with regard to the offer and makes no recommendation as to whether you should tender or refrain from tendering your units. You must make your own decision whether or not to participate in the offer, based upon a number of factors, including your financial position, need or desire for liquidity, other financial opportunities and tax position. Your general partner has not retained an unaffiliated representative to act on behalf of the limited partners in negotiating the terms of the offer since each individual limited partner can make his own decision as to whether or not to tender. Unlike a merger or other form of partnership reorganization, the preferences of other limited partners in your partnership cannot bind you. If an unaffiliated representative had been obtained, it is possible that such representative could have negotiated a higher price for your units than we are offering. Section 10. Conflicts of Interest The general partner of your partnership is controlled by us or by AIMCO. Accordingly, the general partner of your partnership has substantial conflicts of interest with respect to the offer. The general partner of your partnership has a fiduciary obligation to obtain a fair offer price for you, even as our subsidiary. The conflicts of interest include the fact that a decision to remove, for any reason, the general partner of your partnership from its current position as a general partner of your partnership would result in a decrease or elimination of the management fees paid to our affiliates. Additionally, we desire to purchase units at a low price and you desire to sell units at a high price. The general partner of your partnership makes no recommendation as to whether you should tender or refrain from tendering your units. 10 We or AIMCO control the general partner of your partnership. The general partner and our affiliates receive fees in connection with the asset management of your partnership and other fees which are described in your partnership's quarterly and annual reports filed with the Securities and Exchange Commission ("SEC"), copies of which are available from your partnership or the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains an Internet site (http://www.sec.gov) that contains filings made by reporting entities (such as your partnership) that file electronically with the SEC. We have no current intention of changing the fee structure for the general partner or our affiliates. If the results of operations were to improve for your partnership under our management, we might be required to pay a higher price for any future exchange offers we may make for units of your partnership. Although we have no current plans to conduct future exchange offers for your units, our plans may change based on future circumstances. Any such future offers that we might make could be for consideration that is more or less than the consideration we are currently offering. Section 11. Future Plans of the Purchaser As described above under "Background and Reasons for the Offer," we or AIMCO control the general partner and thereby control the management of your partnership. We currently intend that, upon consummation of the offer, your partnership will continue its business and operations substantially as they are currently being conducted. The offer is not expected to have any effect on partnership operations. After the completion or termination of the offer, we and our affiliates may sell units or may acquire additional units. Any acquisition may be made through private purchases, through one or more future tender or exchange offers, by merger or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the price to be paid for the units purchased pursuant to the offer, and may be for cash, limited partnership interests or other consideration. We also may consider selling some or all of the units we acquire pursuant to the offer to persons not yet determined, which may include our affiliates. There can be no assurance, however, that we will initiate or complete any subsequent transaction during any specific time period following the expiration date or at all. Except as set forth herein, we do not have any present plans or proposals which relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation, involving your partnership or any of your partnership's subsidiaries; a sale or transfer of a material amount of your partnership's assets (or assets of the partnership's subsidiaries); any changes in composition of your partnership's senior management or personnel or their compensation; any changes in your partnership's present capitalization or distribution policy; or any other material changes in your partnership's structure or business. 11 Section 12. Certain Information Concerning Your Partnership Set forth in Annex II to this offer to purchase is additional information regarding your partnership. Please review this information carefully before making any decision whether to tender your units in our offer. Section 13. Source of Funds See Annex I and "The Offer -- Section 17" for the amount we expect to pay to acquire all outstanding units pursuant to our offer and the related fees and expenses. We will pay such costs from existing funds and short term borrowings. Section 14. Dissenters' Rights Neither the agreement of limited partnership of your partnership nor applicable law provides any right for you to have your units appraised or redeemed in connection with, or as a result of, our offer. You have the opportunity to make an individual decision on whether or not to tender your units in the offer. Section 15. Conditions of the Offer 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 offer to purchase, and at or before the time of acceptance for payment of any such units (whether or not any units have theretofore been accepted for payment and paid for) pursuant to the offer, any of the following shall occur: (a) any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened in the business, property, assets, liabilities, indebtedness, capitalization, condition (financial or otherwise), operations, licenses or franchises, management contract, or results of operations or prospects of your partnership or local markets in which the makers of your partnership's notes own property, including any fire, flood, natural disaster, casualty loss, or act of God that, in our reasonable judgment, are or may be materially adverse to your partnership or the value of the units to us, or we shall have become aware of any facts relating to your partnership, its indebtedness or its operations which, in our reasonable judgment, has or may have material significance with respect to the value of your partnership or the value of the units to us; or (b) there shall have occurred (i) 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, (ii) 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 7.5% increase in LIBOR or at least a 7.5% decrease in the S&P 500 Index, the Morgan Stanley REIT Index, or the price of the 10-year Treasury Bond or the 30-year Treasury Bond, in each case from the date hereof, (iii) any material adverse change in the commercial mortgage financing markets, (iv) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (v) a commencement of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States, (vi) any limitation (whether or not mandatory) by any governmental authority on, or any other event which, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions, or (vii) in the case of any of the foregoing existing at the time of the commencement of the offer, in our reasonable judgment, a material acceleration or worsening thereof; or (c) there shall have been threatened, instituted or pending any action, proceeding, application or counterclaim by any Federal, state, local or foreign government, governmental authority or governmental agency, or by any other person, before any governmental authority, court or regulatory or administrative agency, authority or tribunal, which (i) challenges or seeks to challenge our purchase of the units, restrains, prohibits or delays the making or consummation of our offer, prohibits the performance of any of the contracts or other arrangements entered into by us (or any affiliates of ours), seeks to obtain any material amount of damages as a result of the transactions contemplated by our offer, (ii) seeks to make the purchase of, or payment for, some or all of the units pursuant to our offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the units, (iii) seeks to prohibit or limit 12 the ownership or operation by us or any of our affiliates of the entity of our control of the general partner of the partnership or to remove the general partner of your partnership, or seeks to impose any material limitation on our ability or the ability of any affiliate of ours to conduct your partnership's business or own such assets, (iv) seeks to impose material limitations on our ability to acquire or hold or to exercise full rights of ownership of the units including, but not limited to, the right to vote the units purchased by us on all matters properly presented to the limited partners, or (v) might result, in our reasonable judgment, in a diminution in the value of your partnership or a limitation of the benefits expected to be derived by us as a result of the transactions contemplated by our offer or the value of the units to us; or (d) there shall be any action taken, or any statute, rule, regulation, order or injunction shall be sought, proposed, enacted, promulgated, entered, enforced or deemed applicable to our offer, your partnership, the general partner of your partnership, us or any affiliate of ours or your partnership, or any other action shall have been taken, proposed or threatened, by any government, governmental authority or court, that, in our reasonable judgment, might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vi) of paragraph (c) above; or (e) your partnership shall have (i) changed, or authorized a change of, the units or your partnership's capitalization, (ii) issued, distributed, sold or pledged, or authorized, proposed or announced the issuance, distribution, sale or pledge of (A) any equity interests (including, without limitation, units), or securities convertible into any such equity interests or any rights, warrants or options to acquire any such equity interests or convertible securities, or (B) any other securities in respect of, in lieu of, or in substitution for units outstanding on the date hereof, (iii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding units or other securities, (iv) declared or paid any dividend or distribution on any units or issued, authorized, recommended or proposed the issuance of any other distribution in respect of the units, whether payable in cash, securities or other property, (v) authorized, recommended, proposed or announced an agreement, or intention to enter into an agreement, with respect to any merger, consolidation, liquidation or business combination, any acquisition or disposition of a material amount of assets or securities, or any release or relinquishment of any material contract rights, or any comparable event, not in the ordinary course of business, (vi) taken any action to implement such a transaction previously authorized, recommended, proposed or publicly announced, (vii) issued, or announced its intention to issue, any debt securities, or securities convertible into, or rights, warrants or options to acquire, any debt securities, or incurred, or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, (viii) authorized, recommended or proposed, or entered into, any transaction which, in our reasonable judgment, has or could have an adverse affect on the value of your partnership or the units, (ix) proposed, adopted or authorized any amendment of its organizational documents, (x) agreed in writing or otherwise to take any of the foregoing actions or (xi) been notified that any debt of your partnership or any of its subsidiaries secured by any of its or their assets is in default or has been accelerated; or (f) a tender or exchange offer for any units shall have been commenced or publicly proposed to be made by another person or "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), or it shall have been publicly disclosed or we shall have otherwise learned that (i) any person or group shall have acquired or proposed or be attempting to acquire beneficial ownership of more than five percent of the units, or shall have been granted any option, warrant or right, conditional or otherwise, to acquire beneficial ownership of more than five percent of the units, other than acquisitions for bona fide arbitrage purposes, or (ii) any person or group shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to a merger, consolidation or other business combination with or involving your partnership; or (g) we shall not have adequate cash or financing commitments available to pay the for the units validly tendered; or (h) the offer to purchase may have an adverse effect on AIMCO's status as a REIT. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such conditions or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to any particular facts or circumstances shall not be deemed a waiver with respect to any other facts or circumstances and each right shall be deemed a continuing right which may be asserted at any time and from time to time. 13 Section 16. Certain Legal Matters General. Except as set forth in this Section 16, we are not, based on information provided by your general partner(s), aware of any licenses or regulatory permits that would be material to the business of your partnership, taken as a whole, and that might be adversely affected by our acquisition of units as contemplated herein, or any filings, approvals or other actions by or with any domestic or foreign governmental authority or administrative or regulatory agency that would be required prior to the acquisition of units by us pursuant to the offer as contemplated herein. While there is no present intent to delay the purchase of units tendered pursuant to the offer pending receipt of any such additional approval or the taking of any such action, there can be no assurance that any such additional approval or action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to your partnership or its business, or that certain parts of its business might not have to be disposed of or other substantial conditions complied with in order to obtain such approval or action, any of which could cause us to elect to terminate the offer without purchasing units thereunder. Our obligation to purchase and pay for units is subject to certain conditions, including conditions related to the legal matters discussed in this Section 16. Antitrust. We do not believe that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition of units contemplated by our offer. Margin Requirements. The units are not "margin securities" under the regulations of the Board of Governors of the Federal Reserve System and, accordingly, those regulations generally are not applicable to our offer. State Laws. We are not aware of any jurisdiction in which the making of our offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the offer will not be made to (nor will tenders be accepted from or on behalf of) unitholders residing in such jurisdiction. In those jurisdictions with securities or blue sky laws that require the offer to be made by a licensed broker or dealer, the offer shall be made on behalf of us, if at all, only by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Section 17. Fees and Expenses Except as set forth in this Section 17, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of units pursuant to the offer. We have retained River Oaks Partnership Services, Inc. to act as Information Agent in connection with our offer. The Information Agent may contact holders of units by mail, telephone, telex, telegraph and personal interview and may request brokers, dealers and other nominee limited partners to forward materials relating to the offer to beneficial owners of the units. We will pay the Information Agent reasonable and customary compensation for its services in connection with the offer, plus reimbursement for out-of-pocket expenses, and will indemnify it against certain liabilities and expenses in connection therewith, including liabilities under the Federal securities laws. We will also pay all costs and expenses of printing and mailing the offer and its legal fees and expenses. ______________________________ No person has been authorized to give any information or to make any representation on behalf of us not contained herein or in the letter of transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. AIMCO PROPERTIES, L.P. 14 ANNEX I VALUATION OF UNITS We determined our offer price by estimating the amount which we believe will eventually be collected on the partnership's notes. See "Annex II" for information with respect to these notes. Our estimates were based on our determination as to the underlying value of the makers' properties and an estimated buy-out amount for the notes. To this amount we added the partnership's cash and cash equivalents at December 31, 1998 of $774,000 to give a total liquidation value to the partnership of $949,880 or $76 per unit. Estimated valuation of assets (aggregate) $159,500 Plus: Cash and cash equivalents 773,747 Plus: Other partnership assets, net of security deposits 25,000 Less: Accounts payable and accrued expenses ............................ (867) Partnership valuation before taxes and certain costs ................... 957,380 Less: Transaction costs ................................................ 7,500 Estimates net valuation of your partnership ............................ 949,880 Percentage of estimated net valuation allocated to holders of units .... 99.00% Estimated net valuation of units ....................................... 940,381 Total number of units ........................................... 12,399 Estimated valuation per unit ...........................................$ 76 Cash consideration per unit ............................................$ 76 Please be advised that there are a number of other methods available to value the partnership's assets, each of which may result in different valuations of the partnership. The proceeds that you would receive if you sold your units to someone else or if your partnership were actually liquidated might be higher or lower than our offer price. In addition, the ultimate amount realized on each of the notes may be greater or less than our estimated amounts. SOURCE OF FUNDS We expect that approximately $46,170 will be required to purchase all outstanding units (exclusive of fees and expenses estimated to be $10,000). We will obtain all such funds from cash on hand and short term borrowings. I-1 ANNEX II YOUR PARTNERSHIP(S) Jacques-Miller Income Fund L.P.-II, is a Delaware limited partnership and was formed on July 26, 1985 and terminates on December 31, 2028. As of December 31, 1998, there were a total of 12,400 units of limited partnership outstanding. The partnership owns four promissory notes made by limited partnerships related to the partnership. These four promissory notes are unsecured and are subordinated to the underlying mortgages of the respective partnerships. At December 31, 1998, the partnership owned four notes receivable totaling approximately $1,023,000 with approximately $1,174,000 of related accrued interest. These four promissory notes bear interest at rates ranging from 11% to 12.5%, and are unsecured by the related partnerships and are subordinated to the underlying mortgages of the respective partnerships. During 1998 the partnership agreed to accept a payment of approximately $70,000 in full satisfaction of one of these notes. The outstanding balance of this note receivable totaled approximately $501,000 including accrued interest, and was fully reserved. The remaining three notes are currently in default. The total outstanding balance of principal and accrued interest on these notes at December 31, 1998 was approximately $2,197,000. The partnership is currently seeking payment or a settlement with respect to these notes. Payments on these notes can only be made from the maker's excess cash flow after payment of all other indebtedness. The partnership did not receive any payments on these notes during 1998 or 1997. AIMCO or one of its subsidiaries currently controls the general partner in the partnership. II-1 ANNEX III OFFICERS AND DIRECTORS The names and positions of the executive officers of Apartment Investment and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and the directors of AIMCO are set forth below. The two directors of AIMCO-GP are Terry Considine and Peter Kompaniez. Unless otherwise indicated, the business address of each executive officer and director is 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. Each executive officer and director is a citizen of the United States of America. Name Position Terry Considine....... Chairman of the Board of Directors and Chief Executive Officer Peter K. Kompaniez......Vice Chairman, President and Director Thomas W. Toomey........Executive Vice President--Finance and Administration Joel F. Bonder..........Executive Vice President, General Counsel and Secretary Patrick J. Foye.........Executive Vice President Robert Ty Howard........Executive Vice President -- Ancillary Services Steven D. Ira...........Executive Vice President and Co-Founder Harry G. Alcock.........Senior Vice President -- Acquisitions Troy D. Butts...........Senior Vice President and Chief Financial Officer Richard S. Ellwood......Director J. Landis Martin........Director Thomas L. Rhodes........Director John D. Smith...........Director Name Principal Occupations for the Last Five Years ---- --------------------------------------------- Terry Considine.............. Chief Executive Officer of AIMCO and AIMCO-GP since July 1994. He is the sole owner of Considine Investment Co. and prior to July 1994 was owner of approximately 75% of Property Asset Management, L.L.C., Limited Liability Company, a Colorado limited liability company, and its related entities (collectively, "PAM"), one of AIMCO's predecessors. On October 1, 1996, Mr. Considine was appointed Co-Chairman and director of Asset Investors Corp. and Commercial Asset Investors, Inc., two other public real estate investment trusts, and appointed as a director of Financial Assets Management, LLC, a real estate investment trust manager. Mr. Considine has been involved as a principal in a variety of real estate activities, including the acquisition, renovation, development and disposition of property. Mr. Considine has also controlled entities engaged in other businesses such as television broadcasting, gasoline distribution and environmental laboratories. Mr. Considine received a B.A. from Harvard College, a J.D. from Harvard Law School and is admitted as a member of the Massachusetts Bar. Peter K. Kompaniez.......... Mr. Kompaniez has been Vice Chairman and a director of AIMCO since July 1994 and was appointed President of AIMCO in July 1997. Mr. Kompaniez has served as Vice President of AIMCO-GP from July 1994 through July 1998 and was appointed President in July 1998. Mr. Kompaniez has been a director of AIMCO-GP since July 1994. Since September 1993, Mr. Kompaniez has owned 75% of PDI Realty Enterprises, Inc., a Delaware corporation ("PDI"), one of AIMCO's predecessors, and serves as its President and Chief Executive Officer. From 1986 to 1993, he served as President and III-1 Chief Executive Officer of Heron Financial Corporation ("HFC"), a United States holding company for Heron International, N.V.'s real estate and related assets. While at HFC, Mr. Kompaniez administered the acquisition, development and disposition of approximately 8,150 apartment units (including 6,217 units that have been acquired by the AIMCO) and 3.1 million square feet of commercial real estate. Prior to joining HFC, Mr. Kompaniez was a senior partner with the law firm of Loeb and Loeb where he had extensive real estate and REIT experience. Mr. Kompaniez received a B.A. from Yale College and a J.D. from the University of California (Boalt Hall). Thomas W. Toomey............. Mr. Toomey has served as Senior Vice President - Finance and Administration of AIMCO since January 1996 and was promoted to Executive Vice-President-Finance and Administration in March 1997. Mr. Toomey has been Executive Vice President - Finance and Administration of AIMCO-GP similar capacity with Lincoln Property Company ("LPC") as well as Vice President/Senior Controller and Director of Administrative Services of Lincoln Property Services where he was responsible for LPC's computer systems, accounting, tax, treasury services and benefits administration. From 1984 to 1990, he was an audit manager with Arthur Andersen & Co. where he served real estate and banking clients. From 1981 to 1983, Mr. Toomey was on the audit staff of Kenneth Leventhal & Company. Mr. Toomey received a B.S. in Business Administration/Finance from Oregon State University and is a Certified Public Accountant. Joel F. Bonder............... Mr. Bonder has served as Executive Vice President and General Counsel of AIMCO since December 8, 1997. Mr. Bonder has been Executive Vice President and General Counsel of AIMCO-GP since July 1998. Prior to joining AIMCO, Mr. Bonder served as Senior Vice President and General Counsel of NHP Incorporated from April 1994 until December 1997. Mr. Bonder served as Vice President and Deputy General Counsel of NHP Incorporated from June 1991 to March 1994 and as Associate General Counsel of NHP from 1986 to 1991. From 1983 to 1985, Mr. Bonder was with the Washington, D.C. law firm of Lane & Edson, P.C. From 1979 to 1983, Mr. Bonder practiced with the Chicago law firm of Ross and Hardies. Mr. Bonder received an A.B. from the University of Rochester and a J.D. from Washington University School of Law. Patrick J. Foye.............. Mr. Foye has served as Executive Vice President of AIMCO and AIMCO-GP since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power Authority and serves as a member of the New York State Privatization Council. He received a B.A. from Fordham College and a J.D. from Fordham University Law School. III-2 Robert Ty Howard............. Mr. Howard has served as Executive Vice President - Ancillary Services since February 1998. Mr. Howard was appointed Executive Vice President - Ancillary Services of AIMCO-GP in July 1998. Prior to joining AIMCO, Mr. Howard served as an officer and/or director of four affiliated companies, Hecco Ventures, Craig Corporation, Reading Company and Decurion Corporation. Mr. Howard was responsible for financing, mergers and acquisitions activities, investments in commercial real estate, both nationally and internationally, cinema development and interest rate risk management. From 1983 to 1988, he was employed by Spieker Property. Mr. Howard received a B.A. from Amherst College, a J.D. from Harvard Law School and an M.B.A. from Stanford University Graduate School of Business. Steven D. Ira................ Mr. Ira is a Co-Founder of AIMCO and has served as Executive Vice President of AIMCO since July 1994. Mr. Ira has been Executive Vice President of AIMCO-GP since July 1998. From 1987 until July 1994, he served as President of PAM. Prior to merging his firm with PAM in 1987, Mr. Ira acquired extensive experience in property management. Between 1977 and 1981 he supervised the property management of over 3,000 apartment and mobile home units in Colorado, Michigan, Pennsylvania and Florida, and in 1981 he joined with others to form the property management firm of McDermott, Stein and Ira. Mr. Ira served for several years on the National Apartment Manager Accreditation Board and is a former president of both the National Apartment Association and the Colorado Apartment Association. Mr. Ira is the sixth individual elected to the Hall of Fame of the National Apartment Association in its 54-year history. He holds a Certified Apartment Property Supervisor (CAPS) and a Certified Apartment Manager designation from the National Apartment Association, a Certified Property Manager (CPM) designation from the National Institute of Real Estate Management (IREM) and he is a member of the Board of Directors of the National Multi-Housing Council, the National Apartment Association and the Apartment Association of Metro Denver. Mr. Ira received a B.S. from Metropolitan State College in 1975. Harry G. Alcock.............. Mr. Alcock has served as Vice President of AIMCO and AIMCO-GP since July 1996, and was promoted to Senior Vice President - Acquisitions in October 1997, with responsibility for acquisition and financing activities since July 1994. From June 1992 until July 1994, Mr. Alcock served as Senior Financial Analyst for PDI and HFC. From 1988 to 1992, Mr. Alcock worked for Larwin Development Corp., a Los Angeles based real estate developer, with responsibility for raising debt and joint venture equity to fund land acquisitions and development. From 1987 to 1988, Mr. Alcock worked for Ford Aerospace Corp. He received his B.S. from San Jose State University. Troy D. Butts................ Mr. Butts has served as Senior Vice President and Chief Financial Officer of AIMCO since November 1997. Mr. Butts has been Senior Vice President and Chief Financial Officer of AIMCO-GP since July 1998. Prior to joining AIMCO, Mr. Butts served as a Senior Manager in the audit practice of the Real Estate Services Group for Arthur Andersen LLP in Dallas, Texas. Mr. Butts was employed by Arthur Andersen LLP for ten years and his clients were primarily publicly-held real estate companies, including office and multi-family real estate investment trusts. Mr. Butts holds a III-3 Bachelor of Business Administration degree in Accounting from Angelo State University and is a Certified Public Accountant. Richard S. Ellwood........... Mr. Ellwood was appointed a Director of AIMCO in 12 Auldwood Lane July 1994 and is currently Chairman of the Audit Rumson, NJ 07660 Committee. Mr. Ellwood is the founder and President of R.S. Ellwood & Co., Incorporated, a real estate investment banking firm. Prior to forming R.S. Ellwood & Co., Incorporated in 1987, Mr. Ellwood had 31 years experience on Wall Street as an investment banker, serving as: Managing Director and senior banker at Merrill Lynch Capital Markets from 1984 to 1987; Managing Director at Warburg Paribas Becker from 1978 to 1984; general partner and then Senior Vice President and a director at White, Weld & Co. from 1968 to 1978; and in various capacities at J.P. Morgan & Co. from 1955 to 1968. Mr. Ellwood currently serves as a director of FelCor Suite Hotels, Inc. and Florida East Coast Industries, Inc. J. Landis Martin............. Mr. Martin was appointed a Director of AIMCO in 199 Broadway July 1994 and became Chairman of the Compensation Suite 4300 Committee in March 1998. Mr. Martin has served as Denver, CO 80202 President and Chief Executive Officer and a Director of NL Industries, Inc., a manufacturer of titanium dioxide, since 1987. Mr. Martin has served as Chairman of Tremont Corporation, a holding company operating through its affiliates Titanium Metals Corporation ("TIMET") and NL Industries, Inc., since 1990 and as Chief Executive Officer and a director of Tremont since 1998. Mr. Martin has served as Chairman of Timet, an integrated producer of titanium, since 1987 and Chief Executive Officer since January 1995. From 1990 until its acquisition by Dresser Industries, Inc. ("Dresser") in 1994, Mr. Martin served as Chairman of the Board and Chief Executive Officer of Baroid Corporation, an oilfield services company. In addition to Tremont, NL and TIMET, Mr. Martin is a director of Dresser, which is engaged in the petroleum services, hydrocarbon and engineering industries. Timothy R. Garrick........... Mr. Garrick has been Vice President - Accounting of the general partner and AIMCO since October 1, 1998. Prior to that date, Mr. Garrick served as Vice President - Accounting Services of Insignia Financial Group from June 1997 until October 1998. From 1992 until June of 1997, Mr. Garrick served as Vice President of Partnership Accounting for Insignia Financial Group. From 1987 to 1990, Mr. Garrick served as Investment Advisor for U.S. Shelter Corporation. From 1984 to 1987, Mr. Garrick served as Partnership Investment Analyst for U.S. Shelter Corporation. From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick received his B.S. Degree from the University of South Carolina in 1979 and is a certified public accountant. Thomas L. Rhodes............. Mr. Rhodes was appointed a Director of AIMCO in 215 Lexington Avenue July 1994. Mr. Rhodes has served as the President 4th Floor and a Director of National Review magazine since New York, NY 10016 November 30, 1992, where he has also served as a Director since 1998. From 1976 to 1992 , he held various positions at Goldman, Sashes & Co. and was elected a General Partner in 1986 and served as a General Partner from 1987 until November 27, 1992. He is currently Co-Chairman of the Board, Co-Chief Executive Officer and a Director of Commercial Assets Inc. and Asset Investors Corporation. He also serves as a Director of Delphi Financial Group, Inc. and its subsidiaries, Delphi International Ltd., Oracle Reinsurance Company, and the Lynne and Harry Bradley Foundation. Mr. Rhodes is Chairman of III-4 the Empire Foundation for Policy Research, a Founder and Trustee of Change NY, a Trustee of The Heritage Foundation, and a Trustee of the Manhattan Institute John D. Smith................ Mr. Smith was appointed a Director of AIMCO in 3400 Peachtree Road November 1994. Mr. Smith is Principal and Suite 831 President of John D. Smith Developments. Mr. Smith Atlanta, GA 30326 has been a shopping center developer, owner and consultant for over 8.6 million square feet of shopping center projects including Lenexa Square in Atlanta, Georgia. Mr. Smith is a Trustee and former President of the International Council of Shop ping Centers and was selected to be a member of the American Society of Real Estate Counselors. Mr. Smith served as a Director for Pan-American Property, Inc. (National Coal Board of Great Britain) formerly known as Continental Illinois Property. He also serves as a director of American Fidelity Assurance Companies and is retained as an advisor by Shop System Study Society, Tokyo, Japan. III-5 The letter of transmittal 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. 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. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept. By Facsimile: For Information please call: (201) 896-0910 TOLL FREE (888) 349-2005 or (201) 896-1900 EX-2 3 EXHIBIT 2 LETTER OF TRANSMITTAL To Tender Units of Jacques-Miller Income Fund L.P.-II Pursuant to an Offer to Purchase Dated April 1, 1999 by AIMCO PROPERTIES, L.P. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON JUNE 8, 1999, UNLESS EXTENDED. - -------------------------------------------------------------------------------- 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 Facsimile: For Information please call: (201) 896-0910 TOLL FREE (888) 349-2005 or (201) 896-1900
To participate in the offer, you must send a duly completed and executed copy of this Letter of Transmittal 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 June 8, 1999 (the "Expiration Date"). 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 this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery. For information or assistance in connection with the offer or the completion of this Letter of Transmittal, please contact the Information Agent at (888) 349-2005 (toll free) or (201) 896-1900. - -------------------------------------------------------------------------------- DESCRIPTION OF UNITS TENDERED - -------------------------------------------------------------------------------- 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 Number 2. Total Number of of Units Owned Units Tendered (#) (#) -------------------------------------- - -------------------------------------------------------------------------------- The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. - -------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (See Instructions 2, 4 and 9) To be completed ONLY if the consideration for the purchase price of Units accepted for payment is to be issued in the name of someone other than the undersigned. [ ] Issue consideration to: Name ___________________________________________ (Please type or Print) Address ________________________________________ ________________________________________ (Include Zip Code) ___________________________________________ (Tax Identification or Social Security No.) (See Substitute Form W-9) - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 2, 4 and 9) To be completed ONLY if the consideration for the purchase price of Units accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. [ ] Mail consideration to: Name ___________________________________________ (Please type or Print) Address ________________________________________ ________________________________________ (Include Zip Code) - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby acknowledges that he or she has received and reviewed (i) the Purchaser's Offer to Purchase, dated April 1, 1999 (the "Offer Date") and (ii) this Letter of Transmittal and the Instructions hereto, as each may be supplemented or amended from time to time (collectively, the "Offer"). Upon the terms and subject to the conditions set forth in the Offer to Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the Purchaser the units set forth in the box above entitled "Description of Units Tendered," including all interests in any limited partnership represented by such units (collectively the "Units") at the price set forth in the Offer to Purchase, less the amount of distributions, if any, made by any partnership from the Offer Date until the Expiration Date (the "Offer Price"), in each case, net to the undersigned in cash, without interest. Subject to and effective upon acceptance for payment of any of the Units tendered hereby in accordance with the terms of the Offer, the undersigned hereby 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 that are accepted for payment pursuant to the Offer, including, without limitation, (i) all of the undersigned's interest in the capital of each Partnership, and the undersigned's interest in all profits, losses and distributions of any kind to which the undersigned shall at any time be entitled in respect of the Units; (ii) all other payments, if any, due or to become due to the undersigned in respect of the Units, under or arising out of the agreement of limited partnership of any Partnership (each, a "Partnership Agreement"), or any agreement pursuant to which the Units were sold (each, a "Purchase Agreement"), whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (iii) all of the undersigned's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of any Partnership Agreement or Purchase Agreement or the undersigned's ownership of the Units, including, without limitation, all voting rights, rights of first offer, first refusal or similar rights, and rights to be substituted as a limited partner of a Partnership; and (iv) all present and future claims, if any, of the undersigned against a Partnership, the other partners of the Partnership, or the general partner and its affiliates, including the Purchaser, under or arising out of the Partnership Agreement, the Purchase Agreement, the undersigned'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. 2 The undersigned hereby irrevocably constitutes and appoints the Purchaser, the Purchaser's general partner and any designees of the Purchaser as the true and lawful agent and attorney-in-fact of the undersigned 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, 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 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 undersigned's agent) of the offer price, to become a substitute limited partner, to receive any and all distributions made by the Partnership from and after the expiration date 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 is effective upon the purchase of the Units by the Purchaser as provided in the Offer. Upon the purchase of Units pursuant to the Offer, all prior proxies and consents given by the undersigned 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 undersigned hereby irrevocably (i) requests and authorizes (subject to and effective upon acceptance for payment of any Unit tendered hereby) each Partnership and its general partners to take any and all actions as may be required to effect the transfer of the undersigned's Units to the Purchaser (or its designee) and to admit the Purchaser as a substitute limited partner in each Partnership under the terms of its Partnership Agreement; (ii) empowers the Purchaser and its agent to execute and deliver to each general partner a change of address form instructing the general partners 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. Notwithstanding any provision in a Partnership Agreement to the contrary, the undersigned hereby 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, the undersigned hereby requests that the Purchaser be admitted to each Partnership as a substitute limited partner under the terms of its Partnership Agreement. Upon request, the undersigned 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 will hold any distributions received from a 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 unitholders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. By executing this Letter of Transmittal, the undersigned represents that either (i) the undersigned 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 undersigned understands that a tender of Units to the Purchaser will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Purchaser may not be required to accept for payment any of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment may be destroyed by the Purchaser (or its agent). Except as stated in the Offer, this tender is irrevocable, provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. 3 The undersigned has been advised that the Purchaser is an affiliate of the general partner of each Partnership and no such general partner makes any recommendation as to whether to tender or refrain from tendering Units in the Offer. The undersigned has made his or her own decision to tender Units. The undersigned hereby represents and warrants for the benefit of each Partnership and the Purchaser that the undersigned owns the Units tendered hereby 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 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 are in compliance with all applicable laws and regulations. The undersigned further represents and warrant that, to the extent a certificate evidencing the Units tendered hereby (the "original certificate") is not delivered by the undersigned together with this Letter of Transmittal, the sold, transferred, conveyed, assigned, pledged, deposited or otherwise disposed of any portion of the Units, (ii) the undersigned has caused a diligent search of its records to be taken and has been unable to locate the original certificate, (iii) if the undersigned shall find or recover the original certificate evidencing the Units, it will immediately and without consideration surrender it to the Purchaser; and (iv) the undersigned 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 or 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 Our records indicate that the undersigned owns the number of Units set forth in the box above entitled "Description of Units Tendered" 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 above entitled "Description of Units Tendered." All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligations of the undersigned shall be binding upon the heirs, personal representatives, trustees in bankruptcy, legal representatives, and successors and assigns of the undersigned. 4 ================================================================================ SIGNATURE BOX (See Instruction 2) - -------------------------------------------------------------------------------- Please sign exactly as your name is printed on the front of this Letter of Transmittal. For joint owners, each joint owner must sign. (See Instruction 2). TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2. The signatory hereto hereby tenders the Units indicated in this Letter of Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies under penalties of perjury that the statements in Box A, Box B and, if applicable, Box C and Box D are true. 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): __________________________ Signature Guarantee (If Required) (See Instruction 2) Name and Address of Eligible Institution: _________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Authorized Signature: X _____________________________________ Name: _______________________________________________________ Title: ______________________________ Date: _______________ ================================================================================ 5 TAX CERTIFICATIONS (See Instruction 4) By signing the Letter of Transmittal in the Signature Box, the unitholder certifies as true under penalty of perjury, the representations in Boxes A, B and C below. Please refer to the attached Instructions for completing this Letter of Transmittal and Boxes A, B and C below. ================================================================================ BOX A SUBSTITUTE FORM W-9 (See Instruction 4 - Box A) - -------------------------------------------------------------------------------- The unitholder hereby certifies the following to the Purchaser under penalties of perjury: (i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the front of this Letter of Transmittal is the correct TIN of the unitholder, unless the Units are held in an Individual Retirement Account (IRA); or if this box [ ] is checked, the unitholder has applied for a TIN. 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); and (ii) Unless this box [ ] is checked, the unitholder is not subject to backup withholding either because the unitholder: (a) is exempt from backup withholding; (b) has not been notified by the IRS that the unitholder is subject to backup withholding as a result of a 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. Note: Place an "X" in the box in (ii) above, only if you are unable to certify that the unitholder is not subject to backup withholding. ================================================================================ ================================================================================ BOX B FIRPTA AFFIDAVIT (See Instruction 4 - Box B) - -------------------------------------------------------------------------------- Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg. 1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash equivalents, and the holder of the partnership interest is a foreign person. To inform the Purchaser that no withholding is required with respect to the unitholder's Units in the Partnership, the person signing this Letter of Transmittal hereby certifies the following under penalties of perjury: (i) Unless this box [ ] is checked, 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 the Letter of Transmittal; (iii) The unitholder's home address (for individuals), or office address (for non-individuals), is correctly printed (or corrected) on the front of this Letter of Transmittal. The person signing this Letter of Transmittal 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. ================================================================================ ================================================================================ BOX C SUBSTITUTE FORM W-8 (See Instruction 4 - Box C) - -------------------------------------------------------------------------------- By checking this box [ ], the person signing this Letter of Transmittal hereby certifies under penalties of perjury that the unitholder is an "exempt foreign person" for purposes of the Backup Withholding rules under the U.S. Federal income tax laws, because the unitholder has the following characteristics: (i) Is a nonresident alien individual or a foreign corporation, partnership, estate or trust; (ii) If an individual, has not been and plans not to be present in the U.S. for a total of 183 days or more during the calendar year; and (iii) Neither engages, nor plans to engage, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. ================================================================================ 6 INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL 1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter of Transmittal (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 12:00 midnight New York Time, on the Expiration Date, unless extended. To ensure receipt of the Letter of Transmittal and any other required documents, it is suggested that you use overnight courier delivery or, if the Letter of Transmittal and any other required documents are to be delivered by United States mail, that you use certified or registered mail, return receipt requested. WHEN TENDERING BY FACSIMILE, PLEASE TRANSMIT ALL PAGES OF THE LETTER OF TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C). THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER 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 and completing the Letter of Transmittal, to tender Units, Unitholders must sign at the "X" in the Signature Box of the Letter of Transmittal. The signature(s) must correspond exactly with the names printed (or corrected) on the front of the Letter of Transmittal. If the Letter of Transmittal is signed by the Unitholder (or beneficial owner in the case of an IRA), no signature guarantee on the Letter of Transmittal is required. If any tendered Units are registered in the names of two or more joint owners, all such owners must sign this Letter of Transmittal. IRA's/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, if Units are tendered for the account of a member firm of a registered national security exchange, a member firm of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), no signature guarantee is required. 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 the Signature Box of the Letter of Transmittal. If the Letter of Transmittal 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 Letter of Transmittal, additional documentation may be required by the Purchaser under certain circumstances including, but not limited to, those listed below. To the extent available, all unitholders must submit their certificate evidencing the Units. 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). 7 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. Partner- ship should furnish copy of the part- nership 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. 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 Letter of Transmittal or if consideration is to be sent to someone other than such signer or to an address other than that set forth on the Letter of Transmittal in the box entitled "Description of Units Tendered," the appropriate boxes on the Letter of Transmittal should be completed. 5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser pursuant to the Offer must furnish the Purchaser with the unitholder's taxpayer identification number ("TIN") and certify as true, under penalties of perjury, the representations in Box A, Box B and, if applicable, Box C. By signing the Signature Box, the Unitholder(s) certifies that the TIN as printed (or corrected) on this Letter of Transmittal in the box entitled "Description of Units Tendered" and the representations made in Box A, Box B and, if applicable, Box C, 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 unitholder 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 A and Box B. Box A - Substitute Form W-9. Part (i), Taxpayer Identification Number -- Tendering unitholders must certify to the Purchaser that the TIN as printed (or corrected) on this Letter of Transmittal 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 unitholder being subject to backup withholding. Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax backup withholding, the tendering unitholder must certify, under penalties of perjury, that such unitholder is not subject to backup withholding. Certain unitholders (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. Do not check the box in Box A, Part (ii), unless you have been notified by the IRS that you are subject to backup withholding. 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. 8 By signing the Signature Box, the unitholder(s) certifies that the TIN as printed (or corrected) on the front of the Letter of Transmittal is correct. Box B - FIRPTA Affidavit -- Section 1445 of the Code requires that each unitholder transferring interests in a partnership with real estate assets meeting certain criteria certify under penalty of perjury the representations made in Box B, or be subject to withholding of tax equal to 10% of the purchase price 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 obtained from the IRS. Part (i) should be checked only if the tendering unitholder is not a U.S. Person, as described therein. Box C - Foreign Persons -- In order for a tendering unitholder 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 Unitholder must certify, under penalties of perjury, the statement in Box C of this Letter of Transmittal, attesting to that Foreign Person's status by checking the box preceding such statement. Unless the box is checked, such unitholder will be subject to 31% withholding of tax. 6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of a Letter of Transmittal 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 this Letter of Transmittal) 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. This Letter of Transmittal 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 a Letter of Transmittal and will incur no liability for failure to give such notification. 7. 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. 8. 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 purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. 9. MINIMUM TENDERS. A unitholder may tender any or all of his, her or its Units. 10. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. 9 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 FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF -- 1. An individual account The individual 2. Two or more individuals The actual owner of the account or, if (joint account) combined funds, the first individual on the account 3. Husband and wife The actual owner of the account or, (joint account) if joint funds, either person 4. Custodian account of a minor The minor (2) (Uniform Gift to 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 The ward, minor or incompetent or committee for a designated person (3) ward, minor or incompetent person (3) 7. a. The usual revocable savings The grantor trustee (1) trust account (grantor is also trustee) b. So-called trust account that The actual owner (1) is not a legal or valid trust under state law 8. Sole proprietorship account The owner (4) 9. A valid trust, estate or The legal entity (Do not furnish the pension trust 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 The organization educational organization account 12. Partnership account held in The partnership the name of the business 13. Association, club, or other The organization tax-exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department The public entity of Agriculture in the 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. 10 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 Partnership 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 in 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 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. PRIVACY ACT NOTICE - - Section 6109 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 11 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 Facsimile: For Information please call: (201) 896-0910 TOLL FREE (888) 349-2005 or (201) 896-1900 12 EX-99 4 EXHIBIT 99.1 Supplement No. 1 To Offer to Purchase AIMCO Properties, L.P. is offering to purchase up to 607.5 limited partnership interests in Jacques-Miller Income Fund L.P.-II for $95.00 in cash On April 1, 1999, AIMCO Properties, L.P. offered to purchase up to 607.5 limited partnership interests ("Units") in Jacques-Miller Income Fund L.P.-II (the "Partnership") at a purchase price of $76.00 per Unit, net to seller in cash. upon the terms and conditions set forth in an Offer to Purchase dated April 1, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (collectively, the "Offer"). The Offer is hereby amended and supplemented by (i) increasing the Purchase Price to $95.00 per Unit, net to seller in cash and (ii) extending the Expiration Date to 5:00 p.m. New York time on May 7, 1999. Our price is AT LEAST $10 PER UNIT HIGHER than the price being offered by Peachtree Partners and, unlike Peachtree Partners, we will not deduct any transfer fees from the Purchase Price. IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED. Limited Partners who have already tendered their Units to us will automatically receive the benefit of the increased purchase price and need not take any further action. Limited Partners who previously tendered their Units to Peachtree Partners may still tender their units to us by forwarding to us a completed Letter of Transmittal which was previously provided and sending a notice of withdrawal to Peachtree Partners (with a copy to our Information Agent) by no later than May 3, 1999, the expiration date of Peachtree's offer. You should note that we control the general partner of the Partnership. Accordingly, the general partner makes no recommendation to you as to whether you should tender or refrain from tendering your Units in the Offer. Please be advised that as of April 20, 1999, tenders for 595.26 Units, which represent 4.8% of the total Units had been received. If you have any questions concerning the terms of the offer, or need assistance in completing the forms necessary to tender your units, please contact our Information Agent, River Oaks Partnership Services, Inc., at (888) 349-2005 or (201) 896-1900. AIMCO PROPERTIES, L.P. April 21,1999 EX-99 5 EXHIBIT 99.2 AIMCO PROPERTIES, L.P. c/o River Oaks Partnership Services, Inc. 111 Commerce Road Carlstadt, N.J. 07072 (888) 349-2005 April 1, 1999 Re: Offer (the "Offer") to purchase for cash up to 607.5 units of limited partnership interest ("Units") in Jacques Miller Income Fund L.P.-II (the "Partnership"). Dear Limited Partner: We are pleased to announce that we are offering to purchase for cash up to 607.5 of the Units of the Partnership, which represents 4.9% of the total outstanding Units. The Offer Price and the other terms and conditions of the Offer are set forth and more fully described in the Offer to Purchase, dated April 1, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), both of which are enclosed. Please read these documents carefully as they more fully set forth the advantages and disadvantages of tendering your Units. Please note that our offer is $76.00 per unit, more than twice that of a competing offer which was recently mailed to you. Our offer presents a current opportunity for you to sell your Units for cash if you require or desire liquidity. The Offer is not conditioned upon a minimum amount of Units being tendered; however, we will only accept for payment up to 607.5 Units. If more than 607.5 Units are validly tendered and not withdrawn, we will purchase Units on a pro rata basis as more fully described in the Offer to Purchase. You will not be required to pay any commissions or transfer fees (except as provided in Instruction 8 to the Letter of Transmittal) in connection with Units tendered pursuant to the Offer. You should note that we control the general partner of the Partnership. Accordingly, the general partner makes no recommendation to you as to whether you should tender or refrain from tendering your Units in the Offer. If you wish to sell your Units for cash pursuant to the Offer, please complete the enclosed Letter of Transmittal and return it to River Oaks Partnership Services, Inc., the Depositary for the Offer, at one of its addresses set forth on the back cover of the Offer to Purchase. The Offer will expire at 5:00 p.m., New York City time, on April 30, 1999, unless extended. If you have any questions about the Offer or if you need help in completing the Letter of Transmittal and Proxy, please call the Information Agent, River Oaks Partnership Services, Inc., toll free at (888) 349-2005. We thank you for your prompt attention to this matter. AIMCO PROPERTIES, L.P. EX-99 6 EXHIBIT 99.3 Supplement No. 2 To Offer to Purchase AIMCO Properties, L.P. is offering to purchase up to 3,100 limited partnership interests in Jacques-Miller Income Fund L.P.-II for $95.00 in cash On April 1, 1999, AIMCO Properties, L.P. offered to purchase up to 607.5 limited partnership interests ("Units") in Jacques-Miller Income Fund L.P.-II (the "Partnership") at a purchase price of $76.00 per Unit, net to seller in cash. upon the terms and conditions set forth in an Offer to Purchase dated April 1, 1999, which offer was supplement on April 21, 1999 (as supplemented, the "Offer to Purchase") to increase the purchase price to $95.00 per Unit and to extend the Expiration Date to 5:00 p.m. New York time on May 7, 1999, and in the related Letter of Transmittal (the "Offer"). UNLIKE OTHER OFFERS, NO FEES OR OTHER EXPENSES WILL BE DEDUCTED FROM OUR PURCHASE PRICE. In light of the response received from Limited Partners to date (tenders for 1,245.25 Units representing 10.04% of the total Units had been received as of May 9, 1999), and in order to better enable all Limited Partners desiring to tender their Units to be able to do so in total, we are further amending the Offer to increase the number of Units being sought to 3,100 Units which represents 25% of the total outstanding Units. As a result of this increase, we are required to comply with additional rules and regulations of the Securities and Exchange Commission. In this regard, we are required to further extend the expiration date to 12:00 midnight, New York time on June 8, 1999 and to provide certain additional disclosures regarding the Partnership and us. In order to effect these required changes, the Offer to Purchase is amended and supplemented as set forth on Exhibit A hereto. If you have any questions concerning the terms of the offer, or need assistance in completing the forms necessary to tender your units, please contact our Information Agent, River Oaks Partnership Services, Inc., at (888) 349-2005 or (201) 896-1900. AIMCO PROPERTIES, L.P. May 1l,1999 Exhibit A All references in the Offer to Purchase to (i) 607.5 Units is hereby amended to read 3,100 Units, (ii) 4.9% are hereby amended to read 25% and (iii) the Expiration Date shall be deemed to be 12:00 midnight, New York time on June 8, 1999, unless further extended. Section 7. Effects of the Offer is hereby amended to read in its entirety as follows: "Section 7. Effects of the Offer. Limitations on Resales. Due to the termination of the Partnership for tax purposes if there is a sale or exchange of 50% or more of the total interest in partnership capital and profits within a twelve-month period (although successive transfers of the same interest within a twelve-month period will be treated as a single transfer for this purpose), this Offer may limit sales of Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. The General Partner has advised us that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Units during such twelve-month period which the General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Units for which the Offer is made (representing approximately 25% of the outstanding Units), we (an affiliate of the General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Units pursuant to the Offer without violating this restriction. Effect on Trading Market; Reporting Requirements Under the Exchange Act. If a substantial number of Units are purchased pursuant to the Offer, the result will be a reduction in the number of Limited Partners. In the case of certain kinds of equity securities, a reduction in the number of security-holders might be expected to result in a reduction in the liquidity and volume of activity in the trading market for the security. In this case, however, there is no established public trading market for the Units and, therefore, we (an affiliate of the General Partner) does not believe a reduction in the number of Limited Partners will materially further restrict the Limited Partners' ability to find purchasers for their Units through secondary market transactions. See Section 13 for certain limited information regarding recent secondary market sales of the Units. The Partnership is required to file periodic reports with the Commission and to comply with certain other Commission rules. We (an affiliate of the General Partner) does not expect or intend that consummation of the Offer will cause the Partnership to be relieved of its requirements to file periodic reports with the Commission and to comply with the other rules of the Commission. If the Units were to be held by fewer than 300 persons, the Partnership could apply to de-register the Units under the Exchange Act. Because the Units are widely held, however, we believe that, even if we purchase the maximum number of Units in the Offer, after that purchase the Units will be held of record by more than 300 persons. Control of Limited Partner Voting Decisions by Purchaser; Effect of Relationship with General Partner. We (an affiliate of the General Partner) will seek to be admitted to the Partnership as a substituted Limited Partner upon consummation of the Offer and, if admitted, will have the right to vote each Unit purchased pursuant to the Offer. Even if we are not admitted to the Partnership as a substituted Limited Partner, however, we nonetheless will have the right to vote each Unit purchased in the Offer pursuant to the irrevocable appointment by tendering Limited Partners of us and our managers and designees as proxies with respect to the Units tendered by such Limited Partners and accepted for payment by us. See Section 3. Depending upon the number of Units tendered pursuant to the Offer, we could be in a position is in a position to significantly influence all Partnership decisions on which Limited Partners may vote, including decisions regarding removal of the General Partner, sales of assets, liquidation of the Partnership, and most types of amendments to the Limited Partnership Agreement. This means that (i) non-tendering Limited Partners could be prevented from taking action they desire but that we and our affiliates oppose and (ii) we and our affiliates may be able to take action desired by them but opposed by a majority of the non-tendering Limited Partners. Due to its affiliation with the General Partner, we and our affiliates will most likely vote the Units owned by us in whatever manner we deem to be in the best interests of the General Partner, but may not be in the interest of other Limited Partners. The Offer will not result in any change in the compensation payable to the General Partner or its affiliates. However, as a result of the Offer, we (an affiliate of the General Partner) will participate, in our capacity as a Limited Partner, in any subsequent distributions to Limited Partners to the extent of the Units purchased pursuant to the Offer." Section 8. Information Concerning Us and Certain of Our Affiliates is supplemented by adding the information set forth on Schedule 1 hereto. Section 10. Conflicts of Interest is hereby amended to read in its entirety as follows: "Section 10. Conflicts of Interest and Transactions with Affiliates. The General Partner and its affiliates have conflicts of interest with respect to the Offer as set forth below. Conflicts of Interest with Respect to the Offer. The General Partner has conflicts of interest with respect to the Offer, including conflicts resulting from its affiliation with us. The General Partner also would have a conflict of interest as a consequence of our ownership of Units, because we (an affiliate of the General Partner) may have incentives to seek to maximize the value of our ownership of Units, which in turn may result in a conflict for the General Partner in attempting to reconcile our interests with the interests of the other Limited Partners. In addition, we are making the Offer with a view to making a profit. Accordingly, there is a conflict between our desire to purchase Units at a low price and the desire of the Limited Partners to sell their Units at a high price. The Partnership has indicated in the Schedule 14D-9 that it is remaining neutral and making no recommendation as to whether Limited Partners should tender their Units pursuant to the Offer. Limited Partners are urged to read this Offer to Purchase and the Schedule 14D-9 and the related materials carefully and in their entirety before deciding whether to tender their Units. The Offer will not result in any change in the compensation payable to the General Partner or its affiliates. However, as a result of the Offer, we will participate, in our capacity as a Limited Partner, in any subsequent distributions to Limited Partners to the extent of the Units purchased pursuant to the Offer. Transactions with Affiliates. There were no transactions between the Partnership and affiliates of the General Partner during the years ended December 31, 1998, 1997 and 1996" Section 12. Certain Information Concerning Your Partnership is hereby supplemented by adding the following information: "Except as otherwise indicated, information contained in this Section 12 is based upon documents and reports publicly filed by the Partnership with the Commission. The Partnership was organized July 1985 under the laws of the State of Delaware. Its principal executive offices are located at 102 Woodmont Boulevard, Suite 420, and its telephone number at that address is (864) 239-1000. The Partnership's primary business is real estate ownership and related operations. The Partnership was formed for the purpose of making first mortgage loans, wrap-around mortgage loans and other loans secured directly or indirectly by interests in real property. The general partner of the Partnership is Jacques-Miller, Inc.. Selected Financial Data. Set forth below is a summary of certain financial and statistical information with respect to the Partnership and its properties, which has been excerpted or derived from the Partnership's Annual Reports on Form 10-KSB for the year ended December 31, 1998, 1997 and 1996 or the Partnership's Quarterly Reports on Form 10-QSB for the three months ended March 31, 1998 and 1997. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information and related notes contained therein. Selected Financial Data (in thousands, except Unit data)
Three Months Ended Fiscal Year Ended December 31, March 31, (audited) (unaudited) ------------------------------ ------------------ 1998 1997 1996 1999 1998 ----- ------ ------ ----- ------ Statement of Operations Data: Recovery of Bad Debt ................... $ 98 $ -- $ -- $ -- $ -- Other Income ........................... 32 37 140 7 9 Rental Income .......................... -- -- 290 -- -- Gain on Sale of Property ............... -- -- 1,348 -- -- Total Revenues ......................... 130 37 1,778 7 9 Total Expenses ......................... 82 53 344 10 24 Extra-ordinary Item-loss on early Extinguishment of debt ............... -- -- (221) -- -- Net Income (Loss) ...................... 48 (16) 1,213 (3) (15) Net Income (Loss) per Unit ............. 3.87 (1.29) 96.89 (.24) (1.21)
Three Months Ended Fiscal Year Ended December 31, March 31, (audited) (unaudited) ------------------------------ ------------------ 1998 1997 1996 1999 1998 ----- ------ ------ ----- ------ Balance Sheet Data: Total Assets ........................... $ 774 $ 789 $ 814 $829 $ 766 Total Liabilities ...................... (20) (14) (22) (8) (5) Partners Capital - Limited Partners (12,400 units issued and outstanding) 824 776 792 821 761
Other Information. The Partnership is subject to the information reporting requirements of the Exchange Act and accordingly is required to file reports and other information with the Commission relating to its business, financial results and other matters. Limited Partners are referred to the financial and other information included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 and Quarterly Report on Form 10-QSB for the three months ended March 31, 1999. Such reports and other documents may be inspected at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, where copies may be obtained at prescribed rates, and at the regional offices of the Commission located in the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, New York, New York 10048. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a web site that contains reports, proxy and other information filed electronically with the Commission, the address of which is http://www.sec.gov. Trading History of Units. Secondary market sales activity for the Units, including privately negotiated sales, has been limited and sporadic. According to information obtained from the General Partner, from April 1, 1997 to March 31, 1999 an aggregate of approximately 652 Units (representing approximately 5.25% of the total outstanding Units) was transferred (excluding the Units transferred to AIMCO in connection with the Insignia Merger or to Insignia in connection with its prior tender offer) in sale transactions. Set forth in the table below are the high and low sales prices of Units for the quarterly periods from April 1, 1997 to March 31, 1999, as reported by the General Partner and by The Partnership Spectrum, which is an independent, third-party source. The gross sales prices reported by The Partnership Spectrum do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported prices; thus the Purchaser does not know whether the information compiled by The Partnership Spectrum is accurate or complete. The transfer paperwork submitted to the General Partner often does not include the requested price information or contains conflicting information as to the actual sales price; accordingly, Limited Partners should not rely upon this information as being completely accurate. Reported Sales Prices of Partnership Units(1) Low Sales Price High Sales Price Per Unit Per Unit --------------- ---------------- Fiscal Year Ended December 31, 1999: First Quarter .......................... 85.00 85.00 Fiscal Year Ended December 31, 1998: Fourth Quarter ......................... 85.00 92.00 Third Quarter .......................... 65.00 95.00 Second Quarter ......................... 0.00 0.00 First Quarter .......................... 0.00 0.00 Fiscal Year Ended December 31, 1997: Fourth Quarter ......................... 0.00 0.00 Third Quarter .......................... 0.00 0.00 Second Quarter ......................... 0.00 0.00 - ---------- (1) Includes transfers reported by the General Partner and Partnership Spectrum, an independent third party. The prices in the table are qualified in their entirety by the paragraph preceding the table. We (an affiliate of the General Partner) believe that, although secondary market sales information probably is not a reliable measure of value because of the limited and inefficient nature of the market for Units, this information may be relevant to a Limited Partner's decision as to whether to tender its Units pursuant to the Offer. At present, privately negotiated sales and sales through intermediaries (e.g., through the trading system operated by American Partnership Board, Inc., which publishes sell offers by holders of Units) are the only means available to a Limited Partner to liquidate an investment in Units (other than the Offer) because the Units are not listed or traded on any exchange or quoted on NASDAQ. The "Sources of Funds" section of Annex I is hereby amended to read in its entirety as follows: SOURCES OF FUNDS We expect that approximately $294,500 will be required to purchase all outstanding Units (exclusive of fees and expenses estimated to be $25,000). We expect to obtain all of those funds from our reserves. Schedule 1 FINANCIAL DATA OF AIMCO PROPERTIES, L.P. The historical selected financial data for the Purchaser and its consolidated subsidiaries (the "Company") for the years ended December 31, 1998, 1997 and 1996 is based on audited financial statements. The historical selected financial data for the Company for the year ended December 31, 1995 and the period from July 29, 1994 (the date of inception) through December 31, 1994 and for the Company's Predecessors for the period January 1, 1994 through July 28, 1994 is based on audited financial statements.
The Company's The Company Predecessors ----------------------------------------------------------- -------------- For the Period For the Period July 29, January 1, 1994 1994 For the Year Ended December 31, Through Through ------------------------------------------ December 31, July 28, 1998 1997 1996 1995 1994 1994 --------- -------- -------- -------- -------------- -------------- OPERATING DATA: RENTAL PROPERTY OPERATIONS: Rental and other income ........... $ 373,963 $193,006 $100,516 $ 74,947 $ 24,894 $ 5,805 Property operating expenses ....... (145,966) (76,168) (38,400) (30,150) (10,330) (2,263) Owned property management expenses ........................ (10,882) (6,620) (2,746) (2,276) (711) -- Depreciation ...................... (83,908) (37,741) (19,556) (15,038) (4,727) (1,151) --------- -------- -------- -------- -------- ------- 133,207 72,477 39,814 27,483 9,126 2,391 --------- -------- -------- -------- -------- ------- SERVICE COMPANY BUSINESS: Management fees and other income .. 22,675 13,937 8,367 8,132 3,217 6,533 Management and other expenses ..... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173) Corporate overhead allocation ..... (196) (588) (590) (581) -- -- --------- -------- -------- -------- -------- ------- 5,715 2,976 2,217 2,401 1,006 360 --------- -------- -------- -------- -------- ------- General and administrative expenses (11,418) (5,396) (1,512) (1,804) (977) (36) Interest expense .................. (88,208) (51,385) (24,802) (13,322) (1,576) (4,214) Interest income ................... 29,252 8,676 523 658 123 -- Equity in earnings of unconsolidated subsidiaries ..... 12,009 4,636 -- -- -- -- Equity in losses of unconsolidated real estate partnerships ........ (2,665) (1,798) -- -- -- -- Loss from IPLP Exchange and Assumption ...................... (2,648) -- -- -- -- -- Minority interest ................. (1,868) 1,008 (111) -- -- -- Amortization of goodwill .......... (8,735) (948) (500) (428) -- -- --------- -------- -------- -------- -------- ------- Income from operations ............ 64,641 30,246 15,629 14,988 7,702 (1,499) Gain on disposition of properties . 4,287 2,720 44 -- -- -- --------- -------- -------- -------- -------- ------- Income (loss) before extraordinary item .............. 68,928 32,966 15,673 14,988 7,702 (1,499) Extraordinary item -- early extinguishment of debt .......... -- (269) -- -- -- -- --------- -------- -------- -------- -------- ------- Net income (loss) ................. $ 68,928 $ 32,697 $ 15,673 $ 14,988 $ 7,702 $(1,499) ========= ======== ======== ======== ======== ======= OTHER INFORMATION: Total owned or controlled properties (end of period) ...... 234 147 94 56 48 4 Total owned or controlled apartment units (end of period) ........... 61,672 40,039 23,764 14,453 12,513 1,711 Total equity apartment units (end of period) ................. 171,657 83,431 19,045 19,594 20,758 29,343 Units under management (end of period) ......................... 146,034 69,587 19,045 19,594 20,758 29,343 Basic earnings per OP Unit ........ $ 0.80 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A Diluted earnings per OP Unit ...... $ 0.78 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A Distributions paid per OP Unit .... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A
Annex III FINANCIAL DATA OF AIMCO The historical selected financial data for AIMCO for the years ended December 31, 1998, 1997 and 1996 is based on audited financial statements. The historical selected financial data for AIMCO for the year ended December 31, 1995 and the period from January 10, 1994 (the date of inception) through December 31, 1994 and for the AIMCO Predecessors for the period January 1, 1994 through July 28, 1994 is based on audited financial statements.
AIMCO AIMCO Predecessors -------------------------------------------------------------- -------------- For the Period For the Period January 10, January 1, 1994 1994 For the Year Ended December 31, Through Through --------------------------------------------- December 31, July 28, 1998 1997 1996 1995 1994 1994 ---------- ---------- -------- -------- -------------- -------------- OPERATING DATA: RENTAL PROPERTY OPERATIONS: Rental and other income ........... $ 377,139 $ 193,006 $100,516 $ 74,947 $ 24,894 $ 5,805 Property operating expenses ....... (147,541) (76,168) (38,400) (30,150) (10,330) (2,263) Owned property management expenses ........................ (11,013) (6,620) (2,746) (2,276) (711) -- Depreciation ...................... (84,635) (37,741) (19,556) (15,038) (4,727) (1,151) ---------- ---------- -------- -------- -------- -------- 133,950 72,477 39,814 27,483 9,126 2,391 ---------- ---------- -------- -------- -------- -------- SERVICE COMPANY BUSINESS: Management fees and other income .. 24,103 13,937 8,367 8,132 3,217 6,533 Management and other expenses ..... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173) Corporate overhead allocation ..... (196) (588) (590) (581) -- -- ---------- ---------- -------- -------- -------- -------- 7,143 2,976 2,217 2,401 1,006 360 ---------- ---------- -------- -------- -------- -------- General and administrative expenses (14,650) (5,396) (1,512) (1,804) (977) (36) Interest expense .................. (89,424) (51,385) (24,802) (13,322) (1,576) (4,214) Interest income ................... 30,450 8,676 523 658 123 -- Equity in losses of unconsolidated partnerships .................... (4,854) (1,798) -- -- -- -- Equity in earnings of unconsolidated subsidiaries ..... 11,570 4,636 -- -- -- -- Minority interest in other entities (468) 1,008 (111) -- -- -- Amortization of goodwill .......... (8,735) (948) (500) (428) -- -- ---------- ---------- -------- -------- -------- -------- Income from operations ............ 64,982 30,246 15,629 14,988 7,702 (1,499) Gain on disposition of properties . 4,674 2,720 44 -- -- -- ---------- ---------- -------- -------- -------- -------- Income (loss) before extraordinary item and minority interest in operating partnership ........... 69,656 32,966 15,673 14,988 7,702 (1,499) Extraordinary item -- early extinguishment of debt .......... -- (269) -- -- -- -- ---------- ---------- -------- -------- -------- -------- Income (loss) before minority interest in operating partnership 69,656 32,697 15,673 14,988 7,702 (1,499) Minority interest in operating partnership ..................... (5,182) (4,064) (2,689) (1,613) (559) -- ---------- ---------- -------- -------- -------- -------- Net income (loss) ................. $ 64,474 $ 28,633 $ 12,984 $ 13,375 $ 7,143 $ (1,499) ========== ========== ======== ======== ======== ======== OTHER INFORMATION: Total owned or controlled properties (end of period) ...... 242 147 94 56 48 4 Total owned or controlled apartment units (end of period) . 63,086 40,039 23,764 14,453 12,513 1,711 Total equity apartment units (end of period) ................. 170,243 83,431 19,045 19,594 20,758 29,343 Units under management (end of period) ......................... 146,034 69,587 19,045 19,594 20,758 29,343 Basic earnings per common share ... $ 0.84 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A Diluted earnings per common share . $ 0.80 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A Dividends paid per common share ... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A BALANCE SHEET INFORMATION: Real estate, before accumulated depreciation .................... $2,802,598 $1,657,207 $865,222 $477,162 $406,067 $ 47,500 Real estate, net of accumulated depreciation .................... 2,573,718 1,503,922 745,145 448,425 392,368 33,270 Total assets ...................... 4,268,285 2,100,510 827,673 480,361 416,739 39,042 Total mortgages and notes payable . 1,660,715 808,530 522,146 268,692 141,315 40,873
EX-99 7 EXHIBIT 99.4 May 10, 1999 Denver, Colorado FOR IMMEDIATE RELEASE AIMCO Properties, L.P. ("AIMCO") has extended its offer to purchase up to 607.5 outstanding units of limited partnership interests (the "Units") of Jacques-Miller Income Fund L.P.-II for $95 per Unit in cash to June 8, 1999. As of May 7, 1999, approximately 1245 Units had been deposited pursuant to AIMCO's offer. It is expected that AIMCO will further amend its offer to increase the number of Units being sought to an amount in excess of that currently deposited. For additional information, contact River Oaks Partnership Services, Inc., AIMCO's information agent, at (888) 349-2005 or (201) 896-1900. -----END PRIVACY-ENHANCED MESSAGE-----