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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. 1)
AETNA REAL ESTATE ASSOCIATES, L.P.
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(Name of Subject Company)
ACORN HILL PARTNERS L.L.C.
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(Bidder)
LIMITED PARTNERSHIP DEPOSITARY UNITS
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(Title of Class
of Securities)
008171 10 0
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(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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Transaction Amount of
Valuation* Filing Fee
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$31,761,360 $6,352.28
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*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)
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Cusip No.: 008171 10 0 14D-1 Page 2 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ACORN HILL PARTNERS L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) { }
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,000 Limited Partnership Depositary Units
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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
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on
Schedule 14D-1 filed with the Commission on October 30, 1996 by Acorn Hill
Partners L.L.C., a Delaware limited liability company (the "Purchaser"),
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"), at a purchase price of $10 per Unit, net to the seller in cash,
without interest thereon, less the aggregate amount of any distributions per
Unit declared or made by the Partnership after October 30, 1996 and the date of
payment of the purchase price for the Units by the Purchaser, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated October
30, 1996 (the "Offer to Purchase") and the related Letter of Transmittal, as
each may be supplemented or amended from time to time, 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 amended to add the following:
The information set forth in the letter, dated November 12,
1996, from Acorn Hill Partners L.L.C. to the holders of Units, a copy of which
is attached hereto as Exhibit (a)(4), 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, a copy of which is attached hereto as an exhibit:
99(a)(4) Letter, dated November 12, 1996, from Acorn Hill
Partners L.L.C. to the holders of Units.
Item 11 is hereby amended by deleting Exhibit (c)(2) and
replacing it in its entirety with the attached amended and restated Assumption
Agreement:
99(c)(2) Amended and Restated Assumption Agreement dated as
of October 30, 1996 between Liquidity Financial
Group, L.P. and Acorn Hill Partners L.L.C. relating
to the Standstill Agreement.
3
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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: November 12, 1996
ACORN HILL PARTNERS L.L.C.
By: AP-GP Prom Partners Inc., its
managing member
By: /s/ W. Edward Scheetz
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Name: W. Edward Scheetz
Title: President
4
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. TITLE
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99(a)(4) Letter, dated November 12, 1996, from Acorn Hill Partners L.L.C.
to the holders of Units. . . . . . . . . . . . . . . . . . . .
99(c)(2) Amended and Restated Assumption Agreement dated as of
October 30, 1996 between Liquidity Financial Group, L.P.
and Acorn Hill Partners L.L.C. relating to the Standstill
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .
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5
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ACORN HILL PARTNERS L.L.C.
1301 AVENUE OF THE AMERICAS
38TH FLOOR
NEW YORK, NY 10019
November 12, 1996
Dear Unitholder:
You will be receiving, if you have not already received, a letter from the
General Partners of Aetna Real Estate Associates, L.P. recommending that you
reject our offer to provide you with liquidity should you desire to sell your
Units for $10 Cash per Unit. Acorn Hill Partners L.L.C. ("Acorn Hill
Partners") would like to provide additional information which is not included
in the General Partners' arguments against our offer but which you may find
helpful in deciding whether to sell your Units.
o The General Partners state that the Net Asset Value is $15.55 per Unit.
BUT
NET ASSET VALUE REPRESENTS A THEORETICAL VALUE ASSUMING A LIQUIDATION ON
AN ASSUMED DATE AND DOES NOT NECESSARILY REPRESENT FAIR VALUE FOR YOUR
UNITS. Additionally, Net Asset Value does not include closing costs and
expenses associated with liquidation, which could be substantial. Net
Asset Value also does not consider the illiquidity of limited partnership
units or the on-going fees and expenses of operations, which often effects
the value of real estate limited partnership units.
o The General Partners state that the offer is inadequate. BUT
THE GENERAL PARTNERS HAVE NOT ARTICULATED ANY PLAN TO LIQUIDATE THE
PARTNERSHIP AND PAY YOU THE LIQUIDATION PROCEEDS. Until the Partnership
is liquidated, the General Partners will continue to receive their
management fees. We believe the absence of a current liquidation plan
also reduces the market value of the security and our ability to offer
you a higher price.
o The General Partners inform you that you will not receive distributions if
you sell. BUT
THE PARTNERSHIP IS CURRENTLY ONLY DISTRIBUTING $0.72 PER UNIT ANNUALLY.
This is only a 4.6% distribution on what the General Partners tell you is
an investment worth $15.55 per Unit. Government backed tax exempt bonds,
which are safer, tax-free and easily tradeable, will provide higher
current returns. The current low distribution level is also a factor in
our offer price.
o The General Partners strongly recommend against selling. BUT
K-1 COSTS DILUTE PERFORMANCE FOR SMALL INVESTORS. For the investor
holding 250 units, K-1 processing costs may be $150/year, thereby reducing
the last year's distributions from $180 to only $30. These reporting
costs will have a smaller effect on a larger investor, such as the
offeror.
ACORN HILL PARTNERS L.L.C. SIMPLY WISHES THAT YOU CONSIDER ALL THE FACTORS
WHICH MAY AFFECT YOUR DECISION TO SELL YOUR UNITS FOR CASH. If you have any
questions or comments, please call The Herman Group at (800) 992-6174.
ACORN HILL PARTNERS L.L.C.
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EXHIBIT (c)(2)
AMENDED AND RESTATED ASSUMPTION AGREEMENT
AMENDED AND RESTATED ASSUMPTION AGREEMENT (this "Agreement"),
dated as of October 30, 1996, between Liquidity Financial Group, L.P., a
California limited partnership ("LFG"), and Acorn Hill Partners L.L.C., a
Delaware limited liability company (the "LLC").
W I T N E S S E T H:
WHEREAS, LFG and Aetna Real Estate Associates, L.P., a
Delaware limited partnership (the "Partnership"), entered into a Letter
Agreement, dated as of August 14, 1996 (the "Letter Agreement"), pursuant to
which LFG and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for a current list (the "List") of the names and
addresses of the holders of the Partnership's Limited Partnership Depositary
Units (the "Units"); and
WHEREAS, the LLC (i) has retained or will retain Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) desires to use the List for purposes consistent with the terms of the
Letter Agreement.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:
1. The LLC hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound, as if the LLC had executed the Letter
Agreement as of August 14, 1996; provided, however, the LLC shall only have
liability with respect to its actions or inactions under the Letter Agreement
and shall not be liable for any breach of any representation, warranty or
covenant by LFG or any other party to the Letter Agreement.
2. The LLC shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG under the Letter
Agreement are expanded, broadened, increased or enlarged.
3. Nothing contained herein shall require the LLC to
pay, perform or discharge any liabilities or obligations expressly assumed
hereunder so long as the LLC shall in good faith contest or cause to be
contested the amount or validity thereof.
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IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement
to be duly executed as of the date first written above.
ACORN HILL PARTNERS L.L.C.
By: AP-GP Prom Partners, Inc., its managing
member
By: /s/ Richard Mack
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Name: Richard Mack
Title: Vice President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation, its general
partner
By: /s/ Brent Donaldson
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Name: Brent Donaldson
Title: President
