0000922423-04-000155 Sample Contracts

February 5, 2004
Tender Offer Notification • February 5th, 2004 • Wilder Richman Historic Properties Ii Lp • Operators of apartment buildings

As you may know, a tender offer (the "Everest Offer") to purchase up to 317 units, or approximately 40% of the outstanding units, of Wilder Richman Historic Properties II, L.P. (the "Partnership") has been announced by Everest Investors 14, LLC ("Everest") at a purchase price of $13,000 per unit (the "Offer Price"). The Partnership has filed with the Securities and Exchange Commission (the "SEC") a statement on Schedule 14D-9 relating to the Everest Offer. A copy of that Schedule 14D-9, which you should read carefully, is enclosed with this letter.

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