Exhibit (a)(3)
December 22, 1998
TO: UNIT HOLDERS OF S/M REAL ESTATE FUND VII, LTD.
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer"), MP VALUE FUND 4, LLC; XXXXXX-XXXXXX FUND, LLC; MP
VALUE FUND 6, LLC; and IG HOLDINGS (collectively the "Purchasers") are offering
to purchase up to 3,324 Units of limited partnership interest (the "Units") in
S/M REAL ESTATE FUND VII, LTD., a Delaware limited partnership(the
"Partnership") at a purchase price equal to:
$65 per Unit
The Offer will provide you with an opportunity to liquidate all, or a
portion of, your investment in S/M REAL ESTATE FUND VII, LTD. without the usual
transaction costs associated with market sales or partnership transfer fees.
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
green form) and Change of Address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
XxxXxxxxx Xxxxxxxxx, Inc.,
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
If you have any questions or need assistance, please call the
Depository at 000-000-0000.
This Offer expires (unless extended) January 25, 1999