AMERICAN INCOME 5 LIMITED PARTNERSHIP
LETTER OF TRANSMITTAL
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON THE EXPIRATION DATE, UNLESS EXTENDED.
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To Depositary:
STATE STREET BANK AND TRUST COMPANY
By First Class Mail: By Overnight Courier: By Hand:
Corporate Reorganization c/o Boston Financial Data Corporate Reorganization
P.O. Box 9061 Services 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-8686 Corporate Reorganization Concourse Level
Two Xxxxxxxx Xxxxx Xxxxxx, XX 00000
Xxxxx Xxxxxx, XX 00000 or
By Facsimile: Corporate Reorganization
00 Xxxxxxxx
(617) 774-0000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Confirm Facsimile by Telephone:
(000) 000-0000
To participate in the Offer, a duly executed copy of this Letter of
Transmittal (or facsimile hereof) must be received by the Depositary on or
prior to the Expiration Date. Delivery of this Letter of Transmittal or any
other required documents to an address or facsimile number other than as set
forth above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering Unitholder. If the
method of delivery is by First Class Mail, please use the pre-addressed,
postage-paid envelope provided.
This Letter of Transmittal is to be completed by Unitholders of record as of
August 10, 1995, of American Income 5 Limited Partnership, a Massachusetts
limited partnership (the "Partnership"), pursuant to the procedures set forth
in the Offer to Purchase (as defined below).
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders to Atlantic Acquisition Limited Partnership,
a Massachusetts limited partnership (the "Purchaser"), the following-described
Units at $18.12 per Unit, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 18,
1995, as supplemented and amended (the "Offer to Purchase"), and this Letter
of Transmittal (which together constitute the "Offer"). Receipt of the Offer
to Purchase is hereby acknowledged.
NUMBER OF UNITS TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER
(PLEASE FILL IN, IF BLANK) OF UNITS
TENDERED(1)
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(i) All [_]
(Please check
box if all
Units tendered)
OR
(ii) Number
Tendered: ____
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(1) In order for the tender to be valid, a Unitholder must tender either (i)
all Units owned by such Unitholder OR (ii) a portion of the Units but not
fewer than 10 Units (8 Units for IRAs or other Qualified Plans) (the
"Minimum Investment Amount"). If a Unitholder does not indicate the
number of Units tendered, the Purchaser will assume that such Unitholder
has tendered all Units owned of record by him. If a Unitholder who
tenders only a portion of his Units indicates a number of Units tendered
that is less than the Minimum Investment Amount, the Purchaser will
assume that such Unitholder has tendered the Minimum Investment Amount.
B
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser all right, title and interest in and to such
Units tendered hereby. The undersigned hereby irrevocably (i) constitutes and
appoints 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 deliver such Units and transfer ownership of such Units on
the books of the Partnership, together with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchaser and, upon
payment of the purchase price in respect of such Units by the Purchaser, to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Units and (ii) assigns to the Purchaser all future distributions from
the Partnership with respect to such Units for periods ending after June 30,
1995, to the extent such distributions are not paid to the undersigned (the
undersigned recognizes that future distributions with respect to such Units
for periods ending after June 30, 1995, that are paid to the undersigned will
automatically reduce the purchase price for such Units by a like amount), all
in accordance with the terms of the Offer. Subject to and effective upon
acceptance for payment of any Units tendered hereby, the undersigned hereby
requests that the Purchaser be admitted to the Partnership as a substitute
limited partner under the terms of the Partnership Agreement of the
Partnership. Upon the purchase of Units pursuant to the Offer, all prior
proxies, assignments and consents given by the undersigned with respect to
such Units will be revoked and no subsequent proxies, assignments or consents
may be given (and if given will not be deemed effective).
The undersigned recognizes that, if more than 24,953 Units are validly
tendered prior to or on the Expiration Date and not properly withdrawn, the
Purchaser will, upon the terms of the Offer, accept for payment from among
those Units tendered prior to or on the Expiration Date 24,953 Units on a pro
rata basis, with adjustments to avoid purchases of certain fractional Units,
based upon the number of Units validly tendered prior to the Expiration Date
and not withdrawn. The undersigned further recognizes that if no more than
24,953 Units are validly tendered prior to the Expiration Date and not
withdrawn, the Purchaser will, upon the terms of the Offer, accept for payment
all such Units.
The undersigned hereby represents and warrants that the undersigned owns the
Units tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign and transfer the Units tendered hereby, and that when any
such Units 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 claim. Upon request, the undersigned will
execute and deliver any additional documents deemed by the Purchaser to be
necessary or desirable to complete the assignment, transfer and purchase of
Units tendered hereby.
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 in certain circumstances set forth in the Offer to Purchase,
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 will be destroyed by the
Depositary. 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,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
THERE ARE NO CERTIFICATES TO BE INCLUDED
WITH THIS LETTER OF TRANSMITTAL
The Unitholder hereby tenders Units pursuant to the terms of the Offer. The
Unitholder hereby certifies, under penalties of perjury, that the information
and representations provided herein, including in Box A of this Letter of
Transmittal, which has been duly completed by the Unitholder, are true,
complete and correct as of the date hereof.
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OWNERS SIGN HERE TO TENDER
(ATTACH ADDITIONAL SHEETS, IF NECESSARY)
If this Letter of Transmittal is not signed exactly
as a name(s) appear(s) above, or if this Letter of
Transmittal is signed by a general partner,
corporate officer or other person acting in a
fiduciary or representative capacity, please
complete BOX B. (See Instruction 1)
SIGN ----) X ___________________________________________________ (---- SIGN
HERE ----) X ___________________________________________________ (---- HERE
Taxpayer Identification Number:
_____________________________________________________
Date: _____________________ , 1995
Bus. Tel.: (___)_____________________________________
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BOX A
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PART I--Please provide the Social Security Number
TIN of the Unitholder or Employer
SUBSTITUTE submitting that Letter of Identification Number:
FORM W-9 Transmittal in the box at
DEPARTMENT OF right or, if applicable, ----------------------
THE TREASURY write "Applied For" in such
INTERNAL box. Individual, Sole
REVENUE Proprietor Corporation
SERVICE Please check the Partnership
(SEE INSTRUCTION 3) appropriate box describing
(ATTACH the Unitholder: ----------------------
ADDITIONAL Other
COPIES FOR ---------------------------------------------------------
JOINT PART II--Certification--The Unitholder submitting
UNITHOLDERS) this Letter of Transmittal hereby certifies the
following:
(1) The TIN shown in Part 1 above is the correct TIN
of the Unitholder who is submitting this Letter of
Transmittal. If the box in Part 1 states the words
"Applied For," a TIN has not been issued to the
PAYER'S REQUEST Unitholder, and either (a) the Unitholder has mailed
FOR TAXPAYER or delivered an application to receive a TIN to the
IDENTIFICATION appropriate IRS Center or Social Security Adminis-
NUMBER ("TIN") tration Office, or (b) the Unitholder intends to
mail or deliver an application in the near future.
The Unitholder understands that if such Unitholder
does not provide a TIN to the Purchaser within sixty
(60) days, 31% of all reportable payments made to
the Unitholder thereafter will be withheld until a
TIN is provided to the Purchaser; and
(2) Unless this box [_] is checked, such Unitholder
is not subject to backup withholding either because
such Unitholder has not been notified by the IRS
that such Unitholder is subject to backup withhold-
ing as a result of a failure to report all interest
or dividends, or because the IRS has notified such
Unitholder that such Unitholder is no longer subject
to backup withholding.
(Note: You must place an "X" in the box in (2) above
if you have been notified by the IRS that you are
currently subject to backup withholding because of
underreporting of interest or dividends on your tax
return.)
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BOX B
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NON-CONFORMING SIGNATURES AND FIDUCIARIES SIGN HERE
(SEE INSTRUCTION 1)
(ATTACH ADDITIONAL COPIES FOR JOINT UNITHOLDERS)
The undersigned, if signing this Letter of Transmittal on behalf of the
Unitholder, xxxxxx declares that he, she or it has the authority to sign
this document on behalf of such Unitholder.
Fiduciary: X _______________________
Printed Name: ______________________ Address: ___________________________
Title: _____________________________ ____________________________________
Bus. Tel.: (___)____________________
NOTARIZATION OF SIGNATURE
(IF REQUIRED. SEE INSTRUCTION 1)
State of )
)
County of )
On this ___ day of ______, 1995, before me came personally ______________
______________ to me known to be the person who executed the foregoing Letter
of Transmittal.
____________________________________
Notary Public
OR
GUARANTEE OF SIGNATURE
(IF REQUIRED. SEE INSTRUCTION 1)
Name of Firm: ______________________________________________________________
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AMERICAN INCOME 5 LIMITED PARTNERSHIP
LETTER OF TRANSMITTAL INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. TENDER, SIGNATURE REQUIREMENTS; DELIVERY. After carefully reading and
duly completing this Letter of Transmittal, to tender Units a Unitholder must
sign in the signature block on the front of this Letter of Transmittal. If
this Letter of Transmittal is signed by the registered Unitholder(s) of the
Units as printed on the front of this Letter of Transmittal without any change
whatsoever, no notarization or signature guarantee on this Letter of
Transmittal 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 notarization or signature guarantee is required on this
Letter of Transmittal. In all other cases, signatures on this Letter of
Transmittal must either be notarized or guaranteed by an Eligible Institution,
by completing the Notarization or Guarantee of Signature set forth in BOX B of
this Letter of Transmittal. If any tendered Units are registered in the names
of two or more joint holders, all such holders must sign this Letter of
Transmittal. If this Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing and must submit proper evidence satisfactory to the
Purchaser of their authority to so act. For Units to be validly tendered, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required notarizations or signature guarantees in
BOX B and any other documents required by this Letter of Transmittal must be
received by the Depositary prior to or on the Expiration Date at its address
or to its facsimile number set forth herein. No alternative, conditional or
contingent tenders will be accepted. All tendering Unitholders by execution of
this Letter of Transmittal waive any right to receive any notice of the
acceptance of their tender.
2. TRANSFER TAXES. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable on the transfer to it of Units pursuant to the Offer.
3. SUBSTITUTE FORM W-9. In order to avoid 31% federal income tax backup
withholding on the payment of the purchase price for Units purchased, the
tendering Unitholder must provide to the Purchaser the Unitholder's correct
Taxpayer Identification Number ("TIN") and certify, under penalties of
perjury, that such Unitholder is not subject to such backup withholding by
completing the Substitute Form W-9 set forth in BOX A of this Letter of
Transmittal. If a correct TIN is not provided, penalties may be imposed by the
Internal Revenue Service ("IRS") in addition to the Unitholder being subject
to backup withholding. Certain Unitholders (including, among others, all
corporations) 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.
The TIN that must be provided on the Substitute Form W-9 is that of the
registered Unitholder(s) indicated on the front of this Letter of Transmittal.
Write the words "Applied For" in the box in Part I of the Substitute Form W-9
if the tendering Unitholder has applied for but has not been issued a TIN or
intends to apply for a TIN in the near future. If the words "Applied For" are
written in the box in Part I of the Substitute Form W-9 and the Purchaser is
not provided with the Unitholder's TIN within 60 days, the Purchaser will
withhold 31% of all payments of the purchase price for the Units until such
TIN is provided to the Purchaser.
4. ADDITIONAL COPIES OF OFFER TO PURCHASE AND LETTER OF
TRANSMITTAL. Requests for assistance or additional copies of the Offer to
Purchase and this Letter of Transmittal may be obtained from the Information
Agent at the address or telephone number set forth below:
The Information Agent is:
X.X. Xxxx & Co., Inc.
00 XXXXX XXXXXX
XXX XXXX, XX 00000
0-000-000-0000
IMPORTANT: IN ORDER TO PARTICIPATE IN THE OFFER, THIS LETTER OF TRANSMITTAL
(OR FACSIMILE HEREOF) MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE.
