CERTAIN INFORMATION CONCERNING THE PURCHASER. IPLP, IPT AND INSIGNIA. The Purchaser. The Purchaser (which is an affiliate of the General Partner) is a recently formed entity controlled by IPT and organized for the purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of IPLP. The Purchaser (which is an affiliate of the General Partner) has not engaged in any business activity other than in connection with the Offer and certain other tender offers for units of limited partnership interests in other IPT Partnerships (as defined below) being made contemporaneously with and during the 30 days preceding the Offer, and has no significant assets or liabilities at the present time other than the units of limited partnership interest acquired in such other offers. Upon consummation of the Offer and such other offers, the Purchaser's only significant assets will be the Units it acquires pursuant to the Offer and the limited partnership units it acquires pursuant to such other offers. The principal executive offices of the Purchaser (which is an affiliate of the General Partner) are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is (000) 000-0000. For certain information concerning the managers of the Purchaser (which is an affiliate of the General Partner), see Schedule II to this Offer to Purchase. IPT and IPLP. IPT was formed by Insignia in May 1996, for the purpose of acquiring and owning interests in multi-family residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and operates in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. IPT has engaged Insignia to provide certain investment banking and related services to IPT and IPLP, including in connection with the Offer. Substantially all of IPT's assets consist of (i) interests in entities which comprise or control the managing general partners of real estate limited partnerships, including the Partnership (the "IPT Partnerships"), which interests are held by IPT directly, and (ii) limited partner interests in the IPT Partnerships, which interests are held through IPLP. The IPT Partnerships ow...
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Massachusetts limited partnership which holds limited partnership interests in real estate with other limited partnerships. The Manager of the Purchaser is Equity Resources Group, Inc., a Massachusetts corporation ("Manager"), which is controlled by Xxxxxx Xxxxxxxxxxxx ("ED"), who is also the general partner of the Purchaser. XXX is engaged in real estate investment and consulting. The Purchaser's, ERG's and Mr. Xxxxxxxxxxxx's offices are located at 00 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000. For certain information concerning the members of the Manager, see Schedule 1 to this Offer to Purchase. Except as otherwise set forth in this Offer to Purchase, o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser beneficially owns or has a right to acquire any Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1, or any affiliate of the Purchaser or any member, director, executive officer, or subsidiary of any of the foregoing has effected any transaction in the Units; o neither the Purchaser, Manager, or ED, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser has any contract, arrangement, understanding, or relationship with any other person with respect to any securities of the Partnership, including but not limited to, contracts, arrangements, understandings, or relationships concerning the 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, consents, or authorizations; o there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the SEC between the Purchaser, Manager, or ED,, or, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or affiliates, on the other hand; and o there have been no contracts, negotiations, or transactions between the Purchaser, Manager, or ED, or to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tende...
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Delaware Limited Liability Company which was organized for the purpose of acquiring the Interests pursuant to the Offer. The Manager of the Purchaser is Xxxxx Capital, a California limited liability company ("ACL"), which is controlled by its two members, Xxx Xxxxxxxxx and Xxxx X.
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser. The Purchaser is a California limited liability company that was formed in 1996. The principal office of the Purchaser is 155 North Lake Avenue, Suitx 0000, Xxxxxxxx, XX 00000. Xxx xxxxxxx xxxxxxxxxxx concerning the directors and executive officers of the Purchaser, see Schedule I to this Offer to Purchase. The Purchaser and its affiliates invest in limited partnerships such as the Partnership, and in other forms of real estate oriented investments, and conduct activities incident thereto.
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser, BCC Acquisition I LLC, is a manager-managed Delaware limited liability company which has two members. One member, The Bay City Capital Fund I, L.P. ("BCC"), is a Delaware limited partnership. BCC has committed to provide $15,000,000 to the Purchaser. BCC is the manager of the Purchaser and is an investment fund that solely invests in companies in the life sciences industry. BCC has made $24,310,054 in investments within the past twelve months and has undrawn committed funds of $75,689,946. The second member of the Purchaser is Bay Investment Group, L.L.C., a Delaware limited liability company ("BIG"). XXX has committed to contribute all funds in excess of $15,000,000 needed to consummate the Offer. BIG has assets in excess of $23 million and has undrawn committed funds of $63.9 million. BIG is ultimately owned by trusts for the benefit of various members of the Pritzker family. Other than the Rights Exchange Agreement or as elsewhere disclosed herein, neither the Purchaser nor, to the best knowledge of the Purchaser, any of its officers, directors or affiliates has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, the transfer or voting of such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies.
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser was formed in March 2000 under the laws of the State of Delaware for the purpose of making an investment in the Company. See Section 11 under this caption on page 17. The principal executive office of the Purchaser is located at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 and its telephone number is (000) 000-0000. Until February 2001, the Purchaser had no assets, liabilities, or business. The cash and Shares described below in the unaudited balance sheet of the Purchaser as of February 22, 2001 were contributed into the Purchaser in February 2001. The Purchaser has not engaged, and is not expected to engage, in any business other than in connection with acquiring Shares. As of the date of this Offer to Purchase, the Purchaser is the beneficial owner of 134,900 Shares, which constitute approximately 4.6% of the Shares outstanding as of the date of this Offer to Purchase. Set forth below is the unaudited balance sheet of the Purchaser as of February 22, 2001. AV, INC. BALANCE SHEET AT FEBRUARY 22, 2001 (unaudited)
CERTAIN INFORMATION CONCERNING THE PURCHASER. Section 11 of the Offer to Purchase is hereby supplemented and amended to amend and restate the first sentence in the first paragraph of Section 11 as follows: The Purchaser is a Delaware Limited Liability Company which was organized on June 12, 1996 for the purpose of acquiring the Interests in the Partnership, pursuant to the Offer and pursuant to previous limited tender offers and the previous tender offer filed pursuant to Schedule 14D-1 as disclosed in Section 9.
CERTAIN INFORMATION CONCERNING THE PURCHASER. PURCHASER. The Purchaser, a Texas limited liability corporation, was organized to acquire the Company and has not conducted any unrelated activities since its organization. The principal offices of the Purchaser are located at 0000 Xxxxxx Xxxxxx, Suite 202, Dallas, Texas 75209. The outstanding membership interests of the Purchaser are owned by four individuals: X.X. Xxxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxx and Xxxxx X. Xxxxx (collectively, the "Investors"). The Purchaser's sole manager is Xxxxx X. Xxxxx (the "Manager").
CERTAIN INFORMATION CONCERNING THE PURCHASER. 9 Section 12. Source and Amount of Funds . . . . . . . . . . . . . . . 9 Section 13. Certain Conditions of the Offer . . . . . . . . . . . . . 9 Section 14. Certain Legal Matters and Required Regulatory Approvals . 10 Section 15. Fees and Expenses . . . . . . . . . . . . . . . . . . . . 10 Section 16. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 11 SCHEDULE 1 Information with respect to the Managers of Xxxxx Capital, LLC , the Manager of Purchaser (Oak) . . . . . . . . . . . . . . . . . S-1 SCHEDULE 2
CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is a Delaware limited liability company which was organized for the purpose of making passive investments and acquiring the Units pursuant to the Offer and the prior offers (see "Section 9--Past Contracts and Negotiations with General Partner") The sole Manager of the Purchaser is Global Capital Management, Inc., a Delaware corporation ("GCM"), which is controlled by its two officers and directors, Xxxx X. Xxxxxxxxxxx and Xxxxxxx X. Xxxx. GCM is engaged in business to make innovative non-traditional investments in financial instruments. The Purchaser's and GCM's principal executive offices are at 000 Xxxxxxx Xxxxxxx, Suite 200, Minnetonka, Minnesota 55305. The Purchaser's unaudited balance sheet for the eleven months ended November 30, 1998 is attached hereto as Exhibit 2. The Purchaser owns 11,943 Units, which is approximately 6.4% of the outstanding Units. The Purchaser acquired 9,719 Units in the four tender offers described in Section 9 above. The Purchaser acquired 1,951 Units in a negotiated private transaction with a single seller at a price of $680 per Unit in December 1997. The remaining 273 Units owned by the Purchaser were acquired through a series of auction transactions on the Chicago Partnership Board more than 60 days prior to the date of the Offer. The Purchaser sold five units in a private sale more than 60 days prior to the date of the Offer. For certain information concerning the executive officers and directors of GCM, see Schedule 1 to this Offer to Purchase. The Purchaser's unaudited balance sheet for the eleven months ended November 30, 1998, is attached hereto as Schedule 2. Except as otherwise set forth herein, (i) neither the Purchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser beneficially owns or has a right to acquire any Units, (ii) neither the Purchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser or any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Units, (iii) neither the Purchaser nor, to the best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of the Purchaser has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Partnership, including but not limited to, contracts, arrangements, understandings or relati...
