Background of the Offer. Affiliation with the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 1,769 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP.
Background of the Offer. Affiliation With the General Partner. In December 1990, Insignia purchased substantially all of the assets of U.S. Shelter Corporation, a major property management and real estate services company and an affiliate of the General Partner. In connection with this acquisition, Insignia acquired general partner interests in approximately 150 limited partnerships, including the Partnership. The individual general partner of the Partnership, X. Xxxxxx Xxxx, Jr., effectively is prohibited by the Limited Partnership Agreement from participating in the management or conduct of the Partnership's business and affairs, because those functions are reserved exclusively to the General Partner.
Background of the Offer. Affiliation With the General Partner. Upon the Partnership's formation in 1986, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the sole general partner and Multi-Benefit '87-1 Depositary Corporation, a wholly-owned subsidiary of CCEC, was the sole limited partner. As a result of a succession of agreements, CCEC became the managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's interest as managing general partner of the Partnership and its general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the general partner of the Partnership (and as the general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August
Background of the Offer. Affiliation with the General Partner and NPI-AP. FCMC is organized as a California corporation, and FRI, the other general partner, is organized as a California general partnership. 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 FCMC 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 35,473.17 (or approximately 39.4%) of the outstanding Units, at a purchase price of $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 Tende...
Background of the Offer. PURPOSE OF THE OFFER; PLANS FOR THE PARTNERSHIP.........................23 13.
Background of the Offer. As part of their ongoing evaluation of business and strategic alternatives, Jxxxx Xxxx and the senior managers of the companies that he controls, on occasion with outside legal and financial advisors, have from time to time evaluated strategic opportunities and prospects for acquisitions across the optics industry. In the course of their ongoing evaluation, they considered and reviewed Mxxxx. In March 2012, Jxxxx Xxxx met CEO Mx. Xxxxx Xxxxxxx and CFO Jxxx Xxxxxx of Mxxxx Instruments Corp. in Irvine, California. In May 2012, Mx. Xxxx visited the Company and spoke to CEO and CFO again. In July 2012, Mx. Xxxx attended Mxxxx'x Annual Shareholder Meeting. In December 2012, Mx. Xxxx engaged TxxxxXxxx Capital Partner as the buy-side advisor ("Financial Advisor" or "Advisor") to assist him. On January 11, 2013 Advisor contacted CFO Mx. Xxxxxx and had an initial call. CFO said it's the right time to discuss Mx. Xxxx'x interest with Mxxxx. On January 15, 2013, Advisor had a follow up call with CFO and expressed client's interest to meet the management for discussion. On January 16, 2013, Advisor received an NDA from CFO and set up a meeting for a face-to-face meeting in the following week. Both sides agreed the meeting would not discuss any confidential information while Mx. Xxxx'x legal counsel reviewed the NDA. On January 22, 2013, Mx. Xxxx and Advisor met CEO and CFO in Mxxxx'x office for an introductory meeting. CEO asked if they have any question about the NDA. Advisor said they would have some problem with the 3-year Standstill Provision. CEO replied that their board director who was their past legal counsel said whoever has problem with this NDA would be a party with a real interest in the Company. The meeting was friendly. CXX said he would be sending a letter to every party that expressed interest for a transaction including Mx. Xxxx. On January 23, 2013, Advisor received from CFO the letter instructing interested party to discuss their interest with the management by Feb 5, 2013 . On January 28, 2013, Advisor sent back the revised NDA redlined by Mx. Xxxx'x legal counsel. On January 29, 2013, Advisor received Mxxxx'x response to NDA comments of Mx. Xxxx'x legal counsel. The two sides agreed on most terms in the NDA including a 2-year Confidentiality, but could not agree to language regarding the Standstill provision . Between January 30 to Feb 5, the discussion continued. Advisor told CFO that Mx. Xxxx would make a clean equity deal offer to acquire all s...
Background of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties (mostly corporations) with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. See Item 8, Purpose of the Offer; Future Plans. The Purchaser has not commenced tender offers for the securities of affiliated partnerships in the past but will commence such tender offers in the future. However, affiliates of the Purchaser have previously commenced and completed such tender offers. In connection with a tender offer and the settlement of matters relating to such tender offer, commenced on April 10, 1997 by Lehigh Tax Credit Partners L.L.C. ("Lehigh I"), an affiliate of the Purchaser, Lehigh I entered into an agreement with Everest, dated April 23, 1997 (the "Everest Agreement", a copy of which has been filed as Exhibit (c)(2) to the Purchaser's Tender Offer Statement on Schedule 14D-1 filed with the Commission on October 9, 1998). Pursuant to the Everest Agreement, Lehigh I and its affiliates (including the Purchaser) granted to Everest, among other things, an option to purchase up to 25% of the BACs tendered in the Offer on the same terms and conditions as the Purchaser's purchase of BACs (the "Everest Option"). In consideration of the foregoing, Everest agreed, among other things, that neither it nor any of its affiliates will, directly or indirectly: (i) in any manner, including, without limitation, by tender offer (whether or not pursuant to a ...
Background of the Offer. Purpose of the Offer and the Merger; Plans for the Company; the Merger Agreement....................... 18 12.
Background of the Offer. Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements........................................... 14 12. Plans for the Company; Other Matters................. 28
Background of the Offer. Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements. .........................................
