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Title: |
Letter of Transmittal |
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Date: |
2004 |
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$34 |
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#1176294 |
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<SEQUENCE>3
<FILENAME>d18200exv99wxayx2y.txt
<DESCRIPTION>LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS
<TEXT>
<PAGE>
(AIMCO)
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST IN
NATIONAL PROPERTY INVESTORS 4 (THE "PARTNERSHIP")
PURSUANT TO A LITIGATION SETTLEMENT OFFER
DATED NOVEMBER 5, 2004
BY
AIMCO PROPERTIES, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON
DECEMBER 7, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE") THE OFFER PRICE IS
$199.46 PER UNIT
--------------------------------------------------------------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN THE
PARTNERSHIP PLEASE SEND IT TO THE INFORMATION AGENT WITH THIS LETTER OF
TRANSMITTAL
The Information Agent for the offer is:
THE ALTMAN GROUP, INC.
<Table>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 238 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, NJ 07071 Lyndhurst, NJ 07071 Lyndhurst, NJ 07071
By Telephone:
TOLL FREE (800) 467-0821
By Fax:
(201) 460-0050
</Table>
To participate in the offer, you must send a duly executed copy of this
Letter of Transmittal and any other documents required by this Letter of
Transmittal so that such documents are received by The Altman Group, Inc., the
Information Agent, on or prior to the Expiration Date. THE METHOD OF DELIVERY OF
THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER
REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION
OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT AT (800)
467-0821 (TOLL FREE).
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL,
INCLUDING TAX CERTIFICATIONS (BOXES A AND B).
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
-------------------------------------------------------------------------------------------------------------------
NAME(S), ADDRESS(ES), NUMBER OF UNITS OWNED AND TAX IDENTIFICATION NUMBER OF
REGISTERED HOLDER(S). (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE NAME, ADDRESS, TOTAL NUMBER OF UNITS TENDERED
NUMBER OF UNITS OWNED AND TAX IDENTIFICATION NUMBER PRINTED BELOW.) (#)
-------------------------------------------------------------------------------------------------------------------
<S> <C>
-------------------------------------------------------------------------------------------------------------------
</Table>
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.
[ ] Issue consideration to:
Name:
--------------------------------------------------------------------------------
(Please Type or Print)
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Include Zip Code)
--------------------------------------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 8)
To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.
[ ] Mail Consideration to:
Name:
--------------------------------------------------------------------------------
(Please Type or Print)
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Include Zip Code)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereto hereby acknowledges that he or she has received (i)
the Purchaser's Litigation Settlement Offer dated the date set forth above (the
"Offer Date"), relating to the offer by AIMCO Properties, L.P. (the "Purchaser")
to purchase Limited Partnership Interests (the "Units") in the Partnership and
(ii) this Letter of Transmittal and the Instructions hereto, as each may be
supplemented or amended from time to time (collectively, the "Offer").
NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE
LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THE
OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THE LITIGATION SETTLEMENT OFFER,
THE EXECUTIVE SUMMARY OF THE INDEPENDENT APPRAISER'S REPORT (ATTACHED AS ANNEX
II TO THE LITIGATION SETTLEMENT OFFER) AND ANY OTHER INFORMATION AVAILABLE TO
YOU AND TO SEEK ADVICE FROM YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR
FINANCIAL ADVISOR BEFORE DECIDING WHETHER OR NOT TO ACCEPT THE LITIGATION
SETTLEMENT OFFER.
Upon the terms and subject to the conditions set forth in the Litigation
Settlement Offer, and this Letter of Transmittal, the undersigned hereto hereby
tenders to the Purchaser the Units set forth in the box above entitled
"Description of Units Tendered," including all interests in any limited
partnership represented by such units (collectively, the "Units"), at the price
indicated on the Offer and any supplement thereto, less the amount of
distributions, if any, made by the Partnership from the Offer Date until the
Expiration Date (the "Offer Price"), net to the undersigned in cash, without
interest.
By executing this Letter of Transmittal, the undersigned hereby
acknowledges that neither the court nor counsel for the parties in the class and
derivative litigation make any recommendation regarding whether the undersigned
should accept the Offer, and the undersigned hereto represents and warrants to
the Purchaser that the undersigned has received the Offer, including the
executive summary of the independent appraiser's report attached to the
Litigation Settlement Offer.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereto hereby irrevocably sells, assigns, transfers, conveys and delivers to, or
upon the order of, the Purchaser all right, title and interest in and to such
Units tendered hereby that are accepted for payment pursuant to the Offer,
including, without limitation, (i) all of the undersigned's interest in the
capital of the Partnership, and the undersigned's interest in all profits,
losses and distributions of any kind to which the undersigned shall at any time
be entitled in respect of the Units, including, without limitation,
distributions in the ordinary course, distributions from sales of assets,
distributions upon liquidation, winding-up, or dissolution, payments in
settlement of existing or future litigation, and all other distributions and
payments from and after the Expiration Date of the Offer, in respect of the
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