Common use of Background of the Offer Clause in Contracts

Background of the Offer. Affiliation with the General Partner and NPI-AP. The General Partner is organized as a California general partnership, the general partners of which are: Fox Capital Management Corporation, a California corporation ("FCMC"); Fox Realty Investors, a California general partnership ("FRI"); and Fox Partners 82, a California general partnership. FCMC is the managing general partner of the General Partner. The managing general partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity"), which (prior to December 1996) was a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of NPI (and thus all of the outstanding stock of NPI Equity and the managing general partner interest in FRI). In June 1996, Insignia Properties Corporation ("IPC"), which at the time was a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of FCMC. In December 1996, as part of the formation of IPT, NPI contributed all of the outstanding stock of NPI Equity to IPT and IPC was merged with and into IPT. As a result of the foregoing transactions, each of FCMC and NPI Equity is now a wholly-owned subsidiary of IPT, and IPT controls the General Partner. Fox Partners 82 is not affiliated with the Purchaser, IPT or Insignia. NPI-AP, which is the property manager for the Partnership's properties, is currently an indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in January 1996 in connection with the foregoing transactions. Previous Tender Offers. Between October 1994 and June 1995, XxXxxxxx Ventures I, L.P. ("XxXxxxxx") acquired 21,513 (or approximately 28.7%) of the outstanding Units, at a purchase price of $21.50 per Unit, pursuant to a series of tender offers (the "XxXxxxxx Tender Offers"). At the time, XxXxxxxx was affiliated with the General Partner but was not an affiliate of the Purchaser, IPT or Insignia. As a result of litigation instituted in connection with the XxXxxxxx Tender Offers, in March 1995 the General Partner (and certain of its affiliates at the time) entered into an Amended Stipulation of Settlement (the "Stipulation") which, among other things, (i) requires the General Partner to prohibit the Partnership from entering into a "roll-up" transaction involving the General Partner or any of its affiliates prior to January 1, 2000 unless such "roll-up" transaction is approved by Limited Partners holding at least a majority of the outstanding Units owned by persons who are unaffiliated with the General Partner, and (ii) prohibited XxXxxxxx and its affiliates from initiating or participating in any tender offer for Units for a period of 24 months following the completion of the XxXxxxxx Tender Offers (which period has now expired). In January 1996, in connection with the transactions described in the preceding paragraph, Insignia NPI L.L.C. ("Insignia NPI"), which at the time was a wholly-owned subsidiary of Insignia, acquired from XxXxxxxx all of the Units it acquired pursuant to the XxXxxxxx Tender Offers. In December 1996, in connection with the formation of IPT, Insignia NPI was merged with and into IPLP. As a result, IPLP now owns all of those Units. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1996 and the Partnership's Quarterly Report on Form 10-QSB for the nine-month period ended September 30, 1997; (iii) unaudited results of operations of the Partnership's properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by NPI-AP with respect to the Partnership's properties for the year ending December 31, 1997; (v) an independent appraisal of one of the Partnership's properties; and (vi) other information obtained by NPI-AP, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. Based on that information, the Purchaser (which is an affiliate of the General Partner) considered several factors, as discussed below.

Background of the Offer. Affiliation with the General Partner and NPI-AP. The General Partner FCMC is organized as a California corporation, and FRI, the other general partner, is organized as a California general partnership, the general partners of which are: Fox Capital Management Corporation, a California corporation ("FCMC"); Fox Realty Investors, a California general partnership ("FRI"); and Fox Partners 82, a California general partnership. FCMC is the managing general partner of the General Partner. The managing general partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity"), which (prior to December 1996) was a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of NPI (and thus all of the outstanding stock of NPI Equity and the managing general partner interest in FRI). In June 1996, Insignia Properties Corporation ("IPC"), which at the time was a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of FCMC. In December 1996, as part of the formation of IPT, NPI contributed all of the outstanding stock of NPI Equity to IPT and IPC was merged with and into IPT. As a result of the foregoing transactions, each of FCMC and NPI Equity is now a wholly-owned subsidiary of IPT, and IPT controls the General Partner. Fox Partners 82 is not affiliated with the Purchaser, IPT or InsigniaFCMC and FRI. NPI-AP, which is the property manager for the Partnership's properties, is currently an indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in January 1996 in connection with the foregoing transactions. Previous Tender Offers. Between October 1994 and June 1995, XxXxxxxx Ventures I, L.P. ("XxXxxxxx") acquired 21,513 35,473.17 (or approximately 28.739.4%) of the outstanding Units, at a purchase price of $21.50 132 per Unit, pursuant to a series of tender offers (the "XxXxxxxx Tender Offers"). At the time, XxXxxxxx was affiliated with the General Partner but was not an affiliate of the Purchaser, IPT or Insignia. As a result of litigation instituted in connection with the XxXxxxxx Tender Offers, in March 1995 the General Partner (and certain of its affiliates at the time) entered into an Amended Stipulation of Settlement (the "Stipulation") which, among other things, (i) requires the General Partner to prohibit the Partnership from entering into a "roll-up" transaction involving the General Partner or any of its affiliates prior to January 1, 2000 unless such "roll-up" transaction is approved by Limited Partners holding at least a majority of the outstanding Units owned by persons who are unaffiliated with the General Partner, and (ii) prohibited XxXxxxxx and its affiliates from initiating or participating in any tender offer for Units for a period of 24 months following the completion of the XxXxxxxx Tender Offers (which period has now expired). In January 1996, in connection with the transactions described in the preceding paragraph, Insignia NPI L.L.C. ("Insignia NPI"), which at the time was a wholly-owned subsidiary of Insignia, acquired from XxXxxxxx all of the Units it acquired pursuant to the XxXxxxxx Tender Offers. In December 1996, in connection with the formation of IPT, Insignia NPI was merged with and into IPLP. As a result, IPLP now owns all of those Units. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1996 and the Partnership's Quarterly Report on Form 10-QSB for the nine-month period ended September 30, 1997; (iii) unaudited results of operations of the Partnership's properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by NPI-AP with respect to the Partnership's properties for the year ending December 31, 1997; (v) an independent appraisal of one of the Partnership's properties; and (vi) other information obtained by NPI-AP, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. Based on that information, the Purchaser (which is an affiliate of the General Partner) considered several factors, as discussed below.the

Background of the Offer. Affiliation with the General Partner and NPI-AP. The General Partner is organized as a California general partnership, the general partners of which are: Fox Capital Management Corporation, a California corporation ("FCMC"); Fox Realty Investors, a California general partnership ("FRI"); and Fox Partners 8283, a California general partnership. FCMC is the managing general partner of the General Partner. The managing general partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity"), which (prior to December 1996) was a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of NPI (and thus all of the outstanding stock of NPI Equity and the managing general partner interest in FRI). In June 1996, Insignia Properties Corporation ("IPC"), which at the time was a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of FCMC. In December 1996, as part of the formation of IPT, NPI contributed all of the outstanding stock of NPI Equity to IPT and IPC was merged with and into IPT. As a result of the foregoing transactions, each of FCMC and NPI Equity is now a wholly-owned subsidiary of IPT, and IPT controls the General Partner. Fox Partners 82 83 is not affiliated with the Purchaser, IPT or Insignia. NPI-AP, which is the property manager for the Partnership's properties, is currently an indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in January 1996 in connection with the foregoing transactions. Previous Tender Offers. Between October 1994 and June 1995, XxXxxxxx Ventures I, L.P. ("XxXxxxxx") acquired 21,513 24,812 (or approximately 28.727.8%) of the outstanding Units, at a purchase price of $21.50 65.70 per Unit, pursuant to a series of tender offers (the "XxXxxxxx Tender Offers"). At the time, XxXxxxxx was affiliated with the General Partner but was not an affiliate of the Purchaser, IPT or Insignia. As a result of litigation instituted in connection with the XxXxxxxx Tender Offers, in March 1995 the General Partner (and certain of its affiliates at the time) entered into an Amended Stipulation of Settlement (the "Stipulation") which, among other things, (i) requires the General Partner to prohibit the Partnership from entering into a "roll-up" transaction involving the General Partner or any of its affiliates prior to January 1, 2000 unless such "roll-up" transaction is approved by Limited Partners holding at least a majority of the outstanding Units owned by persons who are unaffiliated with the General Partner, and (ii) prohibited prohibits XxXxxxxx and its affiliates from initiating or participating in any tender offer for Units for a period of 24 months following the completion of the XxXxxxxx Tender Offers (which period has now expired). In January 1996, in connection with the transactions described in the preceding paragraph, Insignia NPI L.L.C. ("Insignia NPI"), which at the time was a wholly-owned subsidiary of Insignia, acquired from XxXxxxxx all of the Units it acquired pursuant to the XxXxxxxx Tender Offers. In December 1996, in connection with the formation of IPT, Insignia NPI was merged with and into IPLP. As a result, IPLP now owns all of those Units. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1996 and the Partnership's Quarterly Report on Form 10-QSB for the nine-month period ended September June 30, 1997; (iii) unaudited results of operations of the Partnership's properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by NPI-AP with respect to the Partnership's properties for the year ending December 31, 1997; (v) an independent appraisal appraisals of one certain of the Partnership's properties; and (vi) other information obtained by NPI-AP, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. Based on that information, the Purchaser (which is an affiliate of the General Partner) considered several factors, as discussed below.

Background of the Offer. Affiliation with the General Partner and NPI-AP. The General Partner is organized as a California general partnership, the general partners of which are: Fox Capital Management Corporation, a California corporation ("FCMC"); Fox Realty Investors, a California general partnership ("FRI"); and Fox Partners 82, a California general partnership. FCMC is the managing general partner of the General Partner. The managing general partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity"), which (prior to December 1996) was a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of NPI (and thus all of the outstanding stock of NPI Equity and the managing general partner interest in FRI). In June 1996, Insignia Properties Corporation ("IPC"), which at the time was a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of FCMC. In December 1996, as part of the formation of IPT, NPI contributed all of the outstanding stock of NPI Equity to IPT and IPC was merged with and into IPT. As a result of the foregoing transactions, each of FCMC and NPI Equity is now a wholly-owned subsidiary of IPT, and IPT controls the General Partner. Fox Partners 82 is not affiliated with the Purchaser, IPT or Insignia. NPI-AP, which is the property manager for the Partnership's properties, is currently an indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in January 1996 in connection with the foregoing transactions. Previous Tender Offers. Between October 1994 and June 1995, XxXxxxxx Ventures I, L.P. ("XxXxxxxx") acquired 21,513 17,022.5 (or approximately 28.720.5%) of the outstanding Units, at a purchase price of $21.50 87.80 per Unit, pursuant to a series of tender offers (the "XxXxxxxx Tender Offers"). At the time, XxXxxxxx was affiliated with the General Partner but was not an affiliate of the Purchaser, IPT or Insignia. As a result of litigation instituted in connection with the XxXxxxxx Tender Offers, in March 1995 the General Partner (and certain of its affiliates at the time) entered into an Amended Stipulation of Settlement (the "Stipulation") which, among other things, (i) requires the General Partner to prohibit the Partnership from entering into a "roll-up" transaction involving the General Partner or any of its affiliates prior to January 1, 2000 unless such "roll-up" transaction is approved by Limited Partners holding at least a majority of the outstanding Units owned by persons who are unaffiliated with the General Partner, and (ii) prohibited prohibits XxXxxxxx and its affiliates from initiating or participating in any tender offer for Units for a period of 24 months following the completion of the XxXxxxxx Tender Offers (which period has now expired). In January 1996, in connection with the transactions described in the preceding paragraph, Insignia NPI L.L.C. ("Insignia NPI"), which at the time was a wholly-owned subsidiary of Insignia, acquired from XxXxxxxx all of the Units it acquired pursuant to the XxXxxxxx Tender Offers. In December 1996, in connection with the formation of IPT, Insignia NPI was merged with and into IPLP. As a result, IPLP now owns all of those Units. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1996 and the Partnership's Quarterly Report on Form 10-QSB for the nine-month period ended September June 30, 1997; (iii) unaudited results of operations of the Partnership's properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by NPI-AP with respect to the Partnership's properties for the year ending December 31, 1997; (v) an independent appraisal appraisals of one certain of the Partnership's properties; and (vi) other information obtained by NPI-AP, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. Based on that information, the Purchaser (which is an affiliate of the General Partner) considered several factors, as discussed below.