<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 3)
- --------------------------------------------------------------------------------
AETNA REAL ESTATE ASSOCIATES, L.P.
(Name of Subject Company)
ACORN HILL PARTNERS L.L.C.
(Bidder)
LIMITED PARTNERSHIP DEPOSITARY UNITS
(Title of Class
of Securities)
008171 10 0
(CUSIP Number of Class
of Securities)
- --------------------------------------------------------------------------------
W. Edward Scheetz
Acorn Hill Partners L.L.C.
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Copy to:
Peter M. Fass
Steven L. Lichtenfeld
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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<TABLE>
<CAPTION>
Transaction Amount of
Valuation* Filing Fee
- -------------------------- --------------------------
<S> <C>
$31,761,360 $6,352.28
- -------------------------------------------------------------------------------
</TABLE>
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 3,176,136 Limited Partnership Depositary Units ("Units") of the
subject company for $10 per Unit in cash.
{x} Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and
date of its filing.
Amount previously paid: $6,352.28
Form or registration no.: Schedule 14D-1
Filing party: Acorn Hill Partners L.L.C.
Date filed: October 30, 1996
(Continued on following pages)
(Page 1 of 5 pages)
<PAGE> 2
Cusip No.: 008171 10 0 14D-1 Page 2 of 5
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ACORN HILL PARTNERS L.L.C.
- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) { }
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3. SEC Use Only
- -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; WC
- -------------------------------------------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,000 Limited Partnership Depositary Units
- -------------------------------------------------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
OO
</TABLE>
<PAGE> 3
AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends the Tender Offer Statement on Schedule
14D-1 filed by Acorn Hill Partners L.L.C., a Delaware limited liability company
(the "Purchaser"), with the Securities and Exchange Commission on October 30,
1996, as amended by Amendment No. 1 filed on November 12, 1996 and Amendment
No. 2 filed on November 29, 1996, relating to the tender offer by the Purchaser
to purchase up to 3,176,136 of the issued and outstanding Limited Partnership
Depositary Units ("Units") of Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership"), to include the information set forth
below. Terms not otherwise defined herein shall have the meaning ascribed to
them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to Unitholders, the Letter of
Transmittal, the Notice of Withdrawal, and the press release dated December 2,
1996, copies of which are attached hereto as Exhibits (a)(6), (a)(7), (a)(8)
and (a)(9), respectively, is incorporated herein in its entirety by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
99.(a)(6) Letter, dated December 2, 1996, from Acorn Hill Partners
L.L.C. to holders of Units.
99.(a)(7) Letter of Transmittal.
99.(a)(8) Notice of Withdrawal.
99.(a)(9) Press Release dated December 2, 1996.
3
<PAGE> 4
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: December 2, 1996
ACORN HILL PARTNERS L.L.C.
By: AP-GP Prom Partners Inc., its
managing member
By: /s/ Richard Mack
-------------------------------
Name: Richard Mack
Title: Vice President
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- -----
<S> <C>
99.(a)(6) Letter, dated December 2, 1996, from Acorn Hill Partners L.L.C. to holders of Units.
99.(a)(7) Letter of Transmittal.
99.(a)(8) Notice of Withdrawal.
99.(a)(9) Press Release dated December 2, 1996.
</TABLE>
5
<PAGE> 1
ACORN HILL PARTNERS L.L.C.
1301 AVENUE OF THE AMERICAS
38TH FLOOR
NEW YORK, NY 10019
December 2, 1996
$10.75
HIGHEST TENDER OFFER PRICE TO PURCHASE UNITS OF
AETNA REAL ESTATE ASSOCIATES, L.P.
OFFER EXTENDED TO FRIDAY, DECEMBER 20, 1996
Dear Unitholders:
Acorn Hill Partners L.L.C. has increased its offer to purchase
Units of Aetna Real Estate Associates, L.P. (the "Partnership") to $10.75 PER
UNIT. This price exceeds the 4.9% tender offer made by First Trust Co., L.P.
("FTC").
o $10.75 IS THE HIGHEST TENDER OFFER PRICE. OUR OFFER IS HIGHER
THAN THE OFFER MADE BY FTC.
o YOU MAY BE ABLE TO REVOKE YOUR PRIOR TENDER TO FTC, WHICH WAS
FOR LESS MONEY. If you have already tendered your Units to
FTC but would like to receive more money per Unit pursuant to
our Offer, we have enclosed a Notice of Withdrawal so that you
may be able to withdraw your prior acceptance of FTC's offer.
o LIQUIDITY NOW, NO COMMISSIONS AND NO TRANSFER FEES. NO MORE
K-1 REPORTING COSTS. Our Offer provides you with cash now! If
you sell all of your Units, you will also avoid the expense,
delay, and complications in filing complex tax returns which
result from an ownership of Units.
IF YOU HAVE ALREADY TENDERED YOUR UNITS TO FTC BUT WOULD LIKE
TO RECEIVE MORE MONEY PER UNIT PURSUANT TO OUR OFFER, WE HAVE ENCLOSED A NOTICE
OF WITHDRAWAL SO THAT YOU MAY BE ABLE TO WITHDRAW YOUR PRIOR ACCEPTANCE OF
FTC'S OFFER. In the event you receive any other offers, please contact The
Herman Group at (800) 992-6174 before signing any documentation. If you
previously tendered your Units to us, you will automatically receive the higher
price without taking any further action. If you have not yet tendered your
Units to us (or have now sent the Notice of Withdrawal to FTC and would like to
tender to us), please mail or fax a completed and executed copy of the enclosed
Letter of Transmittal and any documents required by the Letter of Transmittal
to The Herman Group using the enclosed pre-addressed, postage paid envelope at
the address listed below. If you have any questions or comments, please call
The Herman Group at (800) 992-6174.
THE HERMAN GROUP, INC.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75201
Facsimile No. (214) 999-9348 or (214) 999-9323
For information call 1-800-992-6174
ACORN HILL PARTNERS L.L.C.
<PAGE> 1
LETTER OF TRANSMITTAL
TO
TENDER LIMITED PARTNERSHIP DEPOSITARY UNITS
OF
AETNA REAL ESTATE ASSOCIATES, L.P.
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 30, 1996,
AS SUPPLEMENTED AND AMENDED,
BY ACORN HILL PARTNERS L.L.C.
<TABLE>
<CAPTION>
Number of Number of(1) Purchase Price Total Purchase Price(2)
Units Owned Units Tendered Per Unit if all Units Tendered
----------- -------------- ------------- ---------------------
<S> <C> <C> <C> <C>
$10.75
</TABLE>
Please indicate changes or corrections to the address printed above.
(1) If no indication is marked above, all Units issued to you will be
deemed to have been tendered. Please indicate changes or corrections
to the address printed above.
(2) Reduced by the amount of any distributions made or declared by the
Partnership subsequent to the date of the Offer.
================================================================================
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 20, 1996 (THE "EXPIRATION DATE") UNLESS
SUCH OFFER IS EXTENDED.
The undersigned hereby tender(s) to Acorn Hill Partners L.L.C., a Delaware
limited liability company (the "Purchaser"), the number of Limited Partnership
Depositary Units ("Units") of Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership"), specified above, pursuant to the
Purchaser's offer to purchase up to 3,176,136 of the issued and outstanding
Units at a purchase price of $10.75 per Unit, net to the seller in cash (the
"Purchase Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 30, 1996, as
supplemented and amended, (the "Offer to Purchase") and this Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase and any supplements, modifications or amendments thereto, constitute
the "Offer"), all as more fully described in the Offer to Purchase. The
Purchase Price will be automatically reduced by the aggregate amount of
distributions per Unit, if any, made or declared by the Partnership after
October 30, 1996 and on or prior to 12:00 midnight, New York City time, on
December 20, 1996 (the "Expiration Date"). In addition, if a distribution is
made or declared after the Expiration Date but prior to the date on which the
Purchaser pays the Purchase Price for the tendered Units, the Purchaser will
offset the amount otherwise due a holder of Units pursuant to the Offer in
respect of tendered Units which have been accepted for payment but not yet paid
for by the amount of any such distribution. UNITHOLDERS WHO TENDER THEIR UNITS
WILL NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES,
WHICH COMMISSIONS OR PARTNERSHIP TRANSFER FEES WILL BE BORNE BY THE PURCHASER.
Receipt of the Offer to Purchase is hereby acknowledged. Capitalized terms
used but not defined herein have the respective meanings ascribed to them in
the Offer to Purchase.
By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably appoints the Purchaser and designees of the Purchaser
and each of them as such Unitholder's proxies, with full power of substitution,
in the manner set forth in this Letter of Transmittal to the full extent of
such Unitholder's rights with respect to the Units tendered by such Unitholder
and accepted for payment by the Purchaser (and with respect to any and all
other Units or other securities issued or issuable in respect of such Unit on
or after the date hereof). All such proxies shall be considered irrevocable
and coupled with an interest in the tendered Units. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Units
for payment. Upon such acceptance for payment, all prior proxies given by such
Unitholder with respect to such Units (and such other Units and securities)
will be revoked without further action, and no subsequent proxies may be given
nor any subsequent written consent executed (and, if given or executed, will
not be deemed effective). The Purchaser and its designees will, with respect
to the Units (and such other Units and securities) for which such appointment
is effective, be empowered to exercise all voting and other rights of such
Unitholder as they in their sole discretion may deem proper at any meeting of
Unitholders or any adjournment or postponement thereof, by written consent in
lieu of any such meeting or otherwise. The Purchaser reserves the right to
require that, in order for a Unit to be deemed validly tendered, immediately
upon the Purchaser's payment for such Unit, the Purchaser must be able to
exercise full voting rights with respect to such Unit and other securities,
including voting at any meeting of Unitholders.
By executing and delivering the Letter of Transmittal, a tendering
Unitholder also irrevocably constitutes and appoints the Purchaser and its
designees as the Unitholder's attorneys-in-fact, each with full power of
substitution to the extent of the Unitholder's rights with respect to the Units
tendered by the Unitholder and accepted for payment by the Purchaser,
including, without limitation, the power to endorse the certificate(s)
representing Units and the power to complete and deliver an affidavit of lost
certificate. Such appointment will be effective when, and only to the extent
that, the Purchaser accepts the tendered Units for payment. Upon such
acceptance for payment, all prior powers of attorney granted by the Unitholder
with respect to such Unit will, without further action, be revoked, and no
subsequent powers of attorney may be granted (and if granted will not be
effective). Pursuant to such appointment as attorneys-in-fact, the Purchaser
and its designees each will have the power, among other things, (i) to seek to
transfer ownership of such Units on the Partnership's (including the
Depositary's) books maintained by the Transfer Agent (and execute and deliver
any accompanying evidences of transfer and authenticity any of them may deem
necessary or appropriate in connection therewith, including, without
limitation, any documents or instruments required to be executed under the
Depositary Agreement or a "Transferor's (Seller's) Application for Transfer"
created by the NASD, if required), (ii) upon receipt by the Information
Agent/Depositary (as the tendering Unitholder's agent) of the Purchase Price,
to become a Registered Owner of the purchased Unit, to receive any and all
distributions made by the Partnership after the Expiration Date, and to receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Units in accordance with the terms of the Offer, (iii) to execute and deliver
to the Partnership, the General Partners and/or the Depositary (as the case may
be) a change of address form instructing the Partnership to send any and all
future distributions to which the Purchaser is entitled pursuant to the terms
of the Offer in respect of tendered Units to the address specified in such
form, and (iv) to endorse any check payable to or upon the order of such
Unitholder representing a distribution to which the Purchaser is entitled
pursuant to the terms of the Offer, in each case on behalf of the tendering
Unitholder. This Power of Attorney shall not be affected by the subsequent
mental disability of the Unitholder, and the Purchaser shall not be required to
post bond in any nature in connection with this Power of Attorney.
By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably assigns to the Purchaser and its assigns all of the
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the Expiration Date in respect of
the Units tendered by such Unitholder and accepted for payment by the
Purchaser, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. The Purchaser will
seek to become a Registered Owner in accordance with the Depositary Agreement
upon consummation of the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
The undersigned recognizes that, if proration is required pursuant to the
terms of the Offer, the Purchaser will accept for payment from among those
Units validly tendered on or prior to the Expiration Date and not properly
withdrawn, the maximum number of Units permitted pursuant to the Offer on a pro
rata basis, with adjustments to avoid purchases of certain fractional Units and
purchases which would violate the terms of the Offer, based upon the number of
Units validly tendered prior to the Expiration Date and not properly withdrawn.
By executing and delivering this Letter of Transmittal, a beneficial holder
of Units will have been deemed to have made an instruction to brokers, dealers,
commercial banks, trust companies, custodians and similar persons or entities
whose names, or the names of whose nominees, appear as the Registered Owner of
the Units referred to in this Letter of Transmittal, to tender such Units to
the Purchaser on behalf of such beneficial holder.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for Units") and Section 14 ("Conditions of
the Offer") of the Offer to Purchase, the Purchaser may not be required to
accept for payment any of the Units tendered hereby. In such event, the
undersigned understands that any Letter of Transmittal for Units not accepted
for payment will be destroyed by the Purchaser. Except as stated in Section 4
("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable,
provided Units tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date.
<PAGE> 2
- -------------------------------------------------------------------------------
SIGNATURE BOX
Please sign exactly as your name is printed (or corrected) above. For joint
owners, each joint owner must sign. All signatures must be guaranteed by an
Eligible Institution. (See Instruction 2.) The signatory hereto hereby
certifies under penalties of perjury the Taxpayer Identification Number (i.e.,
the signatory's social security number) furnished in the blank provided in this
Signature Box and the statements in Box A, Box B and, if applicable, Box C.
The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns (or beneficially owns)
the Units tendered hereby and has full power and authority to validly tender,
sell, assign, transfer, convey and deliver the Units tendered hereby and that
when the same are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, such Units will not
be subject to any adverse claims, the transfer and assignment contemplated
herein are in compliance with all applicable laws and regulations, and that
upon such transfer and assignment the undersigned will not own less than 250
Units (100 Units in the case of an IRA or KEOGH or similar account). All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in Section 4 ("Withdrawal Rights") of the Offer
to Purchase, this tender is irrevocable.
X
- -------------------------------------------------------------------------------
(Signature of Owner) (Date)
X
- -------------------------------------------------------------------------------
Taxpayer Identification Number of Owner (other than IRA's)
X
- -------------------------------------------------------------------------------
(Signature of Co-Owner) (Date)
- -------------------------------------------------------------------------------
(Title)
X
- -------------------------------------------------------------------------------
(If the Units are held in a brokerage account, insert name of
brokerage firm)
Telephone (Day) ( ) Telephone (Eve) ( )
----------------------- ----------------------
GUARANTEE OF SIGNATURE (SEE INSTRUCTION 2):
Name of Eligible Institution:
--------------------------------------------------
Authorized Signature:
----------------------------------------------------------
- -------------------------------------------------------------------------------
TAX CERTIFICATIONS
- -------------------------------------------------------------------------------
BOX A
SUBSTITUTE FORM W-9
(See Instruction 3)
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser under penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") furnished in the space provided
for that purpose in the Signature Box of this Letter of Transmittal is the
correct TIN of the Unitholder, unless the Units are held in an Individual
Retirement Account ("IRA"); or if this box [ ] is checked, the Unitholder has
applied for a TIN. If the Unitholder has applied for a TIN, a TIN has not been
issued to the Unitholder, and either: (a) the Unitholder has mailed or
delivered an application to receive a TIN to the appropriate Internal Revenue
Service ("IRS") Center or Social Security Administration Office, or (b) the
Unitholder intends to mail or deliver an application in the near future, it is
hereby understood that if the Unitholder does not provide a TIN to the
Purchaser within sixty (60) days, 31% of all reportable payments made to the
Unitholder thereafter will be withheld until a TIN is provided to the
Purchaser; and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to backup
withholding either because the Unitholder (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder is
subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) has been notified by the IRS that such Unitholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) above, if you are unable to certify that
the Unitholder is not subject to backup withholding.
- -------------------------------------------------------------------------------
BOX B
FIRPTA AFFIDAVIT
(See Instruction 3)
Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(d), a
transferee must withhold tax equal to 10% of the amount realized with respect
to certain transfers of an interest in a partnership if 50% or more of the
value of its gross assets consists of U.S. real property interests and 90% or
more of the value of its gross assets consists of U.S. real property interests
plus cash or cash equivalents, and the holder of the partnership interest is a
foreign person. To inform the Purchaser that no withholding is required with
respect to the Unitholder's interest in the Partnership, the person signing
this Letter of Transmittal hereby certifies the following under penalties of
perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Code and
Income Tax Regulations);
(ii) the Unitholder's U.S. social security number (for individuals) or
employer identification number (for non- individuals) is correct as furnished
in the blank provided for that purpose on the back of this Letter of
Transmittal; and
(iii) the Unitholder's home address (for individuals), or office address (for
non-individuals), is correctly printed (or corrected) on the back of this
Letter of Transmittal. If a corporation, the jurisdiction of incorporation is
_________________________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
- -------------------------------------------------------------------------------
BOX C
SUBSTITUTE FORM W-8
(See Instruction 3)
By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unitholder is an "exempt foreign
person" for purposes of the backup withholding rules under U.S. federal income
tax laws, because the Unitholder:
(i) Is a nonresident alien or a foreign corporation, partnership, estate
or trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.
- -------------------------------------------------------------------------------
For Units to be accepted for purchase, Unitholders should complete and sign
this Letter of Transmittal in the Signature Box and return it in the
self-addressed, postage-paid envelope enclosed, or by hand or overnight courier
to: The Herman Group, Inc., 2121 San Jacinto Street, 26th Floor, Dallas, TX
75201, or by Facsimile to: (214) 999-9323 or (214) 999-9348. Delivery of this
Letter of Transmittal or any other required documents to an address other than
the one set forth above or transmission via facsimile other than as set forth
above does not constitute valid delivery.
PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANSMITTAL AND BOXES A, B AND C ABOVE.
<PAGE> 3
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer
================================================================================
FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL, CALL:
THE HERMAN GROUP, INC. AT (800) 992-6174
================================================================================
1. DELIVERY OF LETTER OF TRANSMITTAL. For convenience in responding to
the Offer, a self-addressed, postage-paid envelope had been enclosed
with the Offer to Purchase. However, to ensure receipt of the Letter
of Transmittal, it is suggested that you use an overnight courier or,
if the Letter of Transmittal is to be delivered by United States mail,
that you use certified or registered mail, return receipt requested.
To be effective, a duly completed and signed Letter of Transmittal,
together with the certificate(s) representing Units, must be received
by the Information Agent/Depositary at the address (or facsimile
number) set forth below before the Expiration Date, 12:00 Midnight,
New York City Time on Friday, December 20, 1996, unless extended. If
you are not the Registered Owner of the Units, but instead are the
beneficial holder of the Units, the certificate(s) representing the
Units do not need to be delivered to the Information Agent/Depositary.
Your execution and delivery of this Letter of Transmittal will serve
as an instruction to the Registered Owner to tender your Units
pursuant to the Offer and deliver (or make appropriate arrangements
for delivery of) the certificate(s) representing your Units to the
Information Agent/Depositary. IF TENDERING BY FACSIMILE, PLEASE
TRANSMIT BOTH THE FRONT AND BACK OF THE LETTER OF TRANSMITTAL AND THE
CERTIFICATE(S) REPRESENTING UNITS AND THE TAX CERTIFICATION PAGE AND
MAIL THE ORIGINAL COPIES OF SUCH PAGES AND DOCUMENTS TO THE
INFORMATION AGENT/DEPOSITARY AT THE ADDRESS LISTED ABOVE. LETTERS
OF TRANSMITTAL WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO INDICATION
IS MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN, SHALL BE DEEMED TO
HAVE TENDERED ALL UNITS PURSUANT TO THE OFFER. Tenders of less than
all Units owned by a Unitholder that would result in such Unitholder
holding less than 250 Units (100 Units in the case of an IRA or Keogh
Plan) or tenders of fractional Units will not be accepted.
BY MAIL/HAND OR OVERNIGHT DELIVERY: THE HERMAN GROUP, INC.
2121 San Jacinto Street,
26th Floor
Dallas, Texas 75201
BY FACSIMILE: (214) 999-9323
or
(214) 999-9348
FOR ADDITIONAL INFORMATION CALL: (800) 992-6174
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING UNITHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
If Units are held in a brokerage account, please insert the name of the
brokerage firm in the space provided in the Signature Box on the back of the
Letter of Transmittal. All tendering holders of Units, by execution of this
Letter of Transmittal or facsimile hereof, waive any right to receive any
notice of the acceptance of their Units for payment.
2. SIGNATURES. All Unitholders must sign in the Signature Box on the
back of the Letter of Transmittal. If the Units are held in the names
of two or more persons, all such persons must sign the Letter of
Transmittal. When signing as a general partner, corporate officer,
attorney-in-fact, executor, custodian, administrator or guardian,
please give full title and send proper evidence of authority
satisfactory to the Purchaser with this Letter of Transmittal. With
respect to most trusts, the Partnership will generally require only
the named trustee to sign the Letter of Transmittal. For Units held
in a custodial account for minors, only the signature of the custodian
will be required.
For IRA custodial accounts, the beneficial owner should return the
executed Letter of Transmittal to the Information Agent/Depositary as
specified in Instruction 1 herein. Such Letter of Transmittal will
then be forwarded by the Information Agent/Depositary to the custodian
for additional execution. Such Letter of Transmittal will not be
considered duly completed until after it has been executed by the
custodian.
If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.
ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE GUARANTEED BY A
COMMERCIAL BANK, SAVINGS BANK, CREDIT UNION, SAVINGS AND LOAN
ASSOCIATION OR TRUST COMPANY HAVING AN OFFICE, BRANCH OR AGENCY IN THE
UNITED STATES, A BROKERAGE FIRM THAT IS A MEMBER FIRM OF A REGISTERED
NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. (EACH, AN "ELIGIBLE INSTITUTION").
3. U.S. PERSONS. A Unitholder who or which is a United States citizen OR
a resident alien individual, a domestic corporation, a domestic
partnership, a domestic trust or a domestic estate (collectively,
"United States Persons") as those terms are defined in the Code and
Income Tax Regulations, should follow the instructions below with
respect to certifying Boxes A and B (on the reverse side of the Letter
of Transmittal).
TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax
backup withholding, the Unitholder must furnish his, her or its TIN in
the blank provided for that purpose in the Signature Box on the back
of the Letter of Transmittal and certify under penalties of perjury
Box A, B and, if applicable, Box C. In the case of an individual
person, such person's social security number is his or her TIN.
(Continued on Back)
<PAGE> 4
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE
FOLLOWING NOTE AS A GUIDELINE:
NOTE: INDIVIDUAL ACCOUNTS should reflect their own TIN.
JOINT ACCOUNTS should reflect the TIN of the person whose name
appears first. TRUST ACCOUNTS should reflect the TIN assigned
to the Trust. IRA CUSTODIAL ACCOUNTS should reflect the TIN
of the custodian. CUSTODIAL ACCOUNTS FOR THE BENEFIT OF
MINORS should reflect the TIN of the minor. CORPORATIONS OR
OTHER BUSINESS ENTITIES should reflect the TIN assigned to
that entity. If you need additional information, please see
the enclosed copy of the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
SUBSTITUTE FORM W-9 - BOX A.
(i) In order to avoid 31% federal income tax backup withholding, the
Unitholder must provide to the Purchaser in the blank provided for
that purpose in the Signature Box on the back of the Letter of
Transmittal the Unitholder's correct TIN and certify, under
penalties of perjury, that such Unitholder is not subject to such
backup withholding. The TIN being provided on the Substitute Form
W-9 is that of the registered Unitholder as indicated in the
Signature Box on the back of the Letter of Transmittal. If a
correct TIN is not provided, penalties may be imposed by the IRS,
in addition to the Unitholder being subject to backup withholding.
Certain Unitholders (including, among others, all corporations)
are not subject to backup withholding. Backup withholding is not
an additional tax. If withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
FIRPTA AFFIDAVIT - BOX B. To avoid withholding of tax pursuant to
Section 1445 of the Code, each Unitholder who or which is a United States
Person (as defined in Instruction 3 above) must certify, under penalties
of perjury, the Unitholder's TIN and address, and that the Unitholder is
not a foreign person. Tax withheld under Section 1445 of the Internal
Revenue Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS. CHECK THE BOX
IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S. PERSON, AS DESCRIBED
THEREIN.
4. FOREIGN PERSONS - BOX C. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in Instruction 3
above) to qualify as exempt from 31% backup withholding, such foreign
Unitholder must certify, under penalties of perjury, the statement in Box
C of this Letter of Transmittal attesting to that foreign person's status
by checking the box in such statement. UNLESS SUCH BOX IS CHECKED, SUCH
FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION
1445 OF THE CODE.
5. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.
6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter
of Transmittal will be determined by the Purchaser and such determination
will be final and binding. The Purchaser's interpretation of the terms
and conditions of the Offer (including these instructions for the Letter
of Transmittal) also will be final and binding. The Purchaser will have
the right to waive any irregularities or conditions as to the manner of
tendering. Any irregularities in connection with tenders must be cured
within such time as the Purchaser shall determine unless waived by it.
The Letter of Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent/Depositary is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for
failure to give such notification.
7. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) (including
Depositary Receipts) representing Units has been lost, destroyed or
stolen, the Unitholder should promptly notify the Information
Agent/Depositary. The Unitholder will then be instructed as to the steps
that must be taken in order to replace the certificate(s).
8. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent/Depositary which demonstrates, to the satisfaction of the
Purchaser, such person's status as an assignee.
9. INADEQUATE SPACE. If the space provided herein is inadequate, the
numbers of Units and any other information should be listed on a separate
schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.
Questions and requests for assistance may be directed to the Information
Agent/Depositary at its address and telephone number listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the Purchaser's expense. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent/Depositary for the Offer is:
[THE HERMAN GROUP, INC. LOGO]
<PAGE> 1
NOTICE OF WITHDRAWAL
OF
PREVIOUSLY TENDERED LIMITED PARTNERSHIP DEPOSITARY UNITS
OF
AETNA REAL ESTATE ASSOCIATES, L.P.
TO
FIRST TRUST CO., L.P.
PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 14, 1996
TAX IDENTIFICATION NO.:
INSTRUCTIONS FOR WITHDRAWAL
A written or facsimile transmission of a Notice of Withdrawal may be submitted
to First Trust Co., L.P. at:
First Trust Co., L.P.
By Mail, Hand or Overnight Delivery
305 Madison Avenue
Suite 1166
New York, New York 10164-2955
By Facsimile
(212) 869-3207
To Confirm by Telephone
(800) 93-FIRST
To: First Trust Co., L.P.
Ladies/Gentlemen:
Unless otherwise indicated in the box below, the limited partnership
depositary units (Units") of Aetna Real Estate Associates, L.P. (the
"Partnership") as listed below, which were previously tendered pursuant to the
First Trust Co., L.P. Offer to Purchase dated November 14, 1996, are hereby
withdrawn. Please return the tendered Unit certificate(s) and all rights with
respect thereto promptly to the undersigned at the address listed above. UNLESS
OTHERWISE INDICATED, THE NUMBER OF UNITS BEING WITHDRAWN ARE ALL OF THE UNITS
TENDERED.
DESCRIPTION OF UNIT(S) WITHDRAWN AND SIGNATURE(S) OF UNITHOLDERS
PARTNERSHIP NUMBER OF UNITS WITHDRAWN
UNITHOLDER(S) SIGNATURE BOX
(All Owners Must Sign)
If tendered by the Unitholder(s) listed above, please sign exactly as your
name(s) is/are printed (or corrected) above. For joint owners, each joint
owner must sign. ALL SIGNATURES MUST BE MEDALLION SIGNATURE GUARANTEED BY AN
ELIGIBLE INSTITUTION. Note: The signatures of the persons signing this
Withdrawal Notice must be the same as those signing the Agreement of Assignment
and Transfer for Limited Partnership Depositary Units previously submitted to
First Trust Co., L.P. in every respect.
X
- --------------------------------------------------------------------------------
(Signature of Owner) (Date)
X
- --------------------------------------------------------------------------------
(Signature of Co-Owner) (Date)
GUARANTEE OF SIGNATURE
Name of Firm:
-------------------------------------------------------------------
Authorized Signature:
-----------------------------------------------------------
FIDUCIARY INFORMATION BOX
Complete this box only if signing as a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity. ALL SIGNATURES MUST BE MEDALLION
SIGNATURE GUARANTEED BY AN ELIGIBLE INSTITUTION. Note: The signatures of the
persons signing this Withdrawal Notice must be the same as those signing the
Agreement of Assignment and Transfer for Limited Partnership Depositary Units
previously submitted to First Trust Co., L.P. in every respect.
Name(s) and Capacity
-----------------------------------------------------------
Address:
-----------------------------------------------------------
City, State, Zip:
-----------------------------------------------------------
GUARANTEE OF SIGNATURE
Name of Firm:
-------------------------------------------------------------------
Authorized Signature:
-----------------------------------------------------------
<PAGE> 1
FOR IMMEDIATE RELEASE
Contact: The Herman Group, Inc.
800-992-6174
Attention: Sherri Herman
ACORN HILL PARTNERS INCREASES OFFER PRICE TO
$10.75 PER UNIT OF AETNA REAL ESTATE ASSOCIATES
NEW YORK, NEW YORK (December 2, 1996) -- ACORN HILL PARTNERS L.L.C. has
announced that the purchase price in its offer to purchase outstanding Limited
Partnership Depositary Units ("Units") of Aetna Real Estate Associates, L.P.
(the "Partnership") has been increased to $10.75 per Unit. The increased
purchase price by Acorn Hill Partners is now the higher than the price offered
by First Trust Co., L.P.. Unitholders who have tendered their Units to Acorn
Hill Partners will automatically receive the benefit of the $10.75 purchase
price and need not take any further action.
Acorn Hill Partners' offer has also been extended and is now scheduled to
expire at 12:00 midnight, New York City time, on December 20, 1996. As of the
close of business on December 2, 1996, 102,276 Units had been tendered to Acorn
Hill Partners and not withdrawn. Additionally, more than 89,735 Units held in
brokerage accounts have been tendered to Acorn Hill Partners and are currently
being confirmed.
For additional information, contact The Herman Group, Inc., the
Information Agent/Depositary for Offer by Acorn Hill Partners, at 800-992-6174.
