CONSIDERATION ELECTION FORM AFFILIATED CONTRIBUTION DISTRIBUTION BY VMS NATIONAL RESIDENTIAL PORTFOLIO I VMS NATIONAL RESIDENTIAL PORTFOLIO II (participants in VMS National Properties Joint Venture) FORM OF ELECTION
Exhibit 99.2
CONSIDERATION ELECTION FORM
AFFILIATED CONTRIBUTION DISTRIBUTION
BY
VMS NATIONAL RESIDENTIAL PORTFOLIO I
VMS NATIONAL RESIDENTIAL PORTFOLIO II
(participants in VMS National Properties Joint Venture)
BY
VMS NATIONAL RESIDENTIAL PORTFOLIO I
VMS NATIONAL RESIDENTIAL PORTFOLIO II
(participants in VMS National Properties Joint Venture)
FORM OF ELECTION
VMS National Properties Joint Venture (“VMS”) entered into an agreement (the “Contribution
Agreement”) to contribute certain of its properties to AIMCO Properties, LLC, a wholly owned
subsidiary of AIMCO Properties, L.P. (the “Aimco Operating Partnership”), for partnership common
units (“Common OP Units”) of the Aimco Operating Partnership, cash or a combination of Common OP
Units and cash (the “Affiliated Contribution”).
Limited partners of the Partnerships may elect to receive all Common OP Units, all cash, or a
combination of Common OP Units and cash in connection with the Affiliated Contribution. The
Contribution Agreement provides that limited partners may waive any portion of the cash
distribution in connection with the Affiliated Contribution and receive Common OP Units directly
from the Aimco Operating Partnership instead. Limited partners electing to waive any portion of
the cash distribution and receive Common OP Units instead of all or a portion of the cash otherwise
distributable to them will receive that number of Common OP Units equal to (i) the amount of the
cash distribution waived by such limited partner divided by (ii) the average daily closing price of
a share of Class A Common Stock of Apartment Investment and Management Company (“Aimco”) on the New
York Stock Exchange over the twenty-trading day period ended two days prior to consummation of the
Affiliated Contribution. The closing price of Aimco Class A Common Stock on , 2006 was
$ ___.
This form enables you to elect the ratio of Common OP Units and cash to be received by you in
connection with the Affiliated Contribution. We must receive your response by 5:00 P.M. Eastern
Time on , 2006. Limited partners that do not make an election on this Form will receive
solely cash.
If you wish to waive the right to receive any portion of the distributable cash proceeds to
you from the Affiliated Contribution and receive Common OP Units directly from the Aimco Operating
Partnership instead, please review and select from your choices shown below. Please complete this
Form of Election by checking the appropriate box below, signing it and returning it to
in the envelope provided. If you wish to receive a combination of Common OP Units and cash, please
indicate the percentage of distributable cash proceeds from the Affiliated Contribution you elect
to waive in order to receive Common OP Units directly from the Aimco Operating Partnership in the
manner specified above.
Your Choice
£ | Unit Election. I wish to waive 100% of my cash distribution in order to receive Common OP Units directly from the Aimco Operating Partnership in the manner outlined above. | ||
£ | Cash/Unit Election. I wish to waive ___% of my cash distribution in order to receive Common OP Units directly from the Aimco Operating Partnership in the manner outlined above. | ||
£ | Cash Election. I wish to receive only cash. | ||
If no election is made or your instructions are not timely received, you will receive cash. |
I understand and agree that any election I make in connection with the Affiliated Contribution
to receive Common OP Units is, in all cases, subject to compliance with the state securities laws
in the state of my residence. I further understand and agree that any issuance and delivery of
Common OP Units to me by the Aimco Operating Partnership that would violate any such laws shall not
be made and that, in such event, I will receive only cash in connection with the Affiliated
Contribution. I further certify, and understand the Aimco Operating Partnership will be relying
upon such certification in connection with the issuance and delivery of Common OP Units to me, that
I am a resident of the state set forth next to my signature below and that failure to certify
residency in any state will result in the receipt by me of only cash in connection with the
Affiliated Contribution.
WE ARE CURRENTLY SEEKING QUALIFICATION TO ALLOW ALL HOLDERS OF PARTNERSHIP INTERESTS IN VMS THE
ABILITY TO ELECT TO RECEIVE COMMON OP UNITS IN CONNECTION WITH THE AFFILIATED CONTRIBUTION.
HOWEVER, AT THE PRESENT TIME, IF YOU ARE A RESIDENT OF ONE OF THE FOLLOWING STATES, YOU ARE NOT
PERMITTED TO ELECT TO RECEIVE COMMON OP UNITS IN CONNECTION WITH THE AFFILIATED CONTRIBUTION:
ALABAMA
|
NEW JERSEY | |
ALASKA
|
NEW YORK | |
FLORIDA
|
OREGON | |
KENTUCKY
|
TENNESSEE | |
MARYLAND
|
TEXAS | |
MICHIGAN
|
VIRGINIA | |
MISSISSIPPI
|
WASHINGTON | |
NEW HAMPSHIRE
|
WEST VIRGINIA |
IF YOU ARE NOT A RESIDENT OF ONE OF THESE STATES, YOU MAY ELECT TO WAIVE YOUR RIGHT TO RECEIVE
ANY PORTION OF THE CASH DISTRIBUTION WITH RESPECT TO THE AFFILIATED CONTRIBUTION AND TO RECEIVE
COMMON OP UNITS DIRECTLY FROM AIMCO PROPERTIES, L.P., AS DESCRIBED HEREIN.
Please sign exactly as you hold your interests. If your limited partnership interest is held
in the name of more than one person, all holders must sign. Signatures should correspond exactly
with the name or names appearing on the records of the Partnerships. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
Date | ||||||
Signature | State of Residence | |||||
Date | ||||||
Signature | State of Residence |