National Association Issues Warning to Investors: "Unregistered Tender Offers for Limited Partnership Securities may be Dangerous to your Financial Health!

Newton MA, March 31, 1999 - Investors who receive offers known as -tenders" -- to purchase their limited partnership or untraded REIT securities need to aware that such offers are not registered with the Securities and Exchange Commission and therefore avoid the usual disclosure and other securities law requirements, the investment Program Association (IPA) warned today. Also, in 'mini-tenders' - which are limited to less than 5% of the outstanding shares or units of the security - prices being offered are typically well below the market value for these securities, the IPA noted.

"The IPA has notified the SEC that 'mini-tenders' are taking advantage of unsophisticated investors," said Christopher L. Davis, IPA President. Though the SEC's position on the issue is currently unclear, Mr. Davis said, "an investor shouldn't accept an offer for a security at a price below that available in the secondary market or through an exchange."

Until recently, mini-tenders have been made only for limited partnerships that do not trade on any exchange. "Limited partnerships were a prime target for mini-tenders because of the investors had owned these securities for longer than they had originally anticipated and they had not performed up to expectations," said Christopher L. Davis, IPA President. Because changing financial circumstances and investment objectives can require the liquidation of an investor's interest prior to the disposition of the underlying asset by the general partners, many unsuspecting limited partnership investors have fallen prey to these offers.

Besides the proliferation of solicitations to purchase limited partnership units, unregistered tender offers are now being made for securities that trade on the exchanges, such as the NYSE and the Amex/NASDAQ. Initially, these offers were targeted at limited partnerships that had undergone a reorganization which resulted in a publicly traded REIT. Mr. Davis noted, "These were easy targets because many of the investors were unaware of the conversion of the partnership into a traded security. Compounding the problem is the fact that many of the reorganization departments of major broker-dealers and clearing firms handling these offers in the same manner as they would a registered tender."

"Most unregistered tender offers are targeted toward unsophisticated individuals who maybe unaware of their alternatives for liquidity", said Laura J. Lacey, of the American Partnership Board.

The IPA has requested all agencies which clear securities transactions to include the following language with every communication of an unregistered tender: "The attached offer is unregistered and is therefore not subject to Securities and Exchange Commission disclosure requirements. Investors should contact the issuer of the security to determine whether a secondary market may exist for these securities before tendering their units."

"Partnership investors would do well," said Mr. Davis, "to check secondary market prices prior to acceptance of any unregistered tender offer." The best way to do that is to contact a broker or the issuer of the security. Investors can check alternate pricing for limited partnerships by contacting the American Partnership Board at (800) 736-9797 www.apboard.com . The American Partnership Board, a member of the Investment Program Association, operates the nation's largest auction based resale system for partnership securities.

The IPA is the national trade group representing the interest of investors in limited partnerships, non-traded REITS and LLCs together with the companies that originated these securities offerings.

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