<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 5)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Transaction Amount of
Valuation* Filing Fee
- --------------------- -----------------------
$34,302,268.80 $6,860.46
- --------------------------------------------------------------------------------
*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 $10.80 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: $6,828.70
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
- --------------------------------------------------------------------------------
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) { }
- --------------------------------------------------------------------------------
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)
[ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
OO
- --------------------------------------------------------------------------------
<PAGE> 3
AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 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 dated November 12, 1996, Amendment No. 2 dated
November 29, 1996, Amendment No. 3 dated December 2, 1996 and Amendment No. 4
dated December 3, 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 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby supplemented and amended as follows:
The Purchase Price has been increased to $10.80 per Unit, net to the
seller in cash, without interest thereon and 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 the Expiration Date, upon
the terms and subject to the conditions set forth in the Offer.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby supplemented and amended as follows:
The total amount of the funds necessary to purchase the maximum number
of Units sought pursuant to the Offer has been increased to $34,302,268.80.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to Unitholders and the press
release dated December 9, 1996, copies of which are attached hereto as Exhibits
(a)(10) and (a)(11), 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:
<TABLE>
<S> <C>
99.(a)(10) Letter, dated December 9, 1996, from Acorn Hill Partners
L.L.C. to holders of Units.
99.(a)(11) Press Release dated December 9, 1996.
</TABLE>
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 9, 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)(10) Letter, dated December 9, 1996, from Acorn Hill Partners
L.L.C. to holders of Units.
99.(a)(11) Press Release dated December 9, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 99.(a)(10)
ACORN HILL PARTNERS INCREASES
OFFER PRICE TO PURCHASE UNITS OF
AETNA REAL ESTATE ASSOCIATES, L.P. TO
$10.80
OFFER EXTENDED TO MONDAY, DECEMBER 23, 1996
Acorn Hill Partners L.L.C. has increased its offer price for
Units of Aetna Real Estate Associates, L.P. (the "Partnership") to $10.80 PER
UNIT. This offer price exceeds the offer price of First Trust Co., L.P.
("FTC") in its original 4.9% tender offer for Units, as amended to date
(the "FTC Offer").
o $10.80 IS THE HIGHEST TENDER OFFER PRICE. OUR OFFER PRICE IS
HIGHER THAN THE OFFER PRICE MADE BY FTC.
o UNLIKE THE FTC OFFER, YOU ARE GUARANTEED TO AUTOMATICALLY RECEIVE
THE HIGHEST PRICE WE OFFER FOR UNITS AT ANYTIME DURING OUR TENDER
OFFER. Because the FTC Offer is only for 4.9% of the outstanding
Units, it is not subject to the requirement that you receive the
highest price offered. Therefore, if you tender now to FTC and
FTC subsequently increases its tender offer price, you may only
receive the lower price that was offered at the time you tendered
your Units. We are subject to the rule that requires that you
receive the highest price we offer. Therefore, IF YOU ACCEPT OUR
OFFER YOU KNOW THAT YOU WILL AUTOMATICALLY RECEIVE THE BENEFIT OF
ANY HIGHER PRICE WE OFFER.
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 previously sent to you a Notice of Withdrawal so that you
may be able to withdraw your prior acceptance of FTC's offer. We
make no assurances, however, that you have the legal right to
withdraw your prior tender to FTC.
IF YOU HAVE ALREADY TENDERED YOUR UNITS TO FTC BUT WOULD LIKE TO
RECEIVE MORE MONEY PER UNIT PURSUANT TO OUR OFFER, WE HAVE PREVIOUSLY SENT TO
YOU 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 we can
confirm that such withdrawal is valid), please mail or fax a completed and
executed copy of the Letter of Transmittal previously provided to you 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
December 9, 1996 ACORN HILL PARTNERS L.L.C.
<PAGE> 1
EXHIBIT 99.(a)(11)
FOR IMMEDIATE RELEASE
Contact: The Herman Group, Inc.
800-992-6174
Attention: Sherri Herman
ACORN HILL PARTNERS INCREASES OFFER PRICE TO
$10.80 PER UNIT OF AETNA REAL ESTATE ASSOCIATES
NEW YORK, NEW YORK (December 9, 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 $10.80 per Unit. The increased
purchase price by Acorn Hill Partners is now 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 $10.80 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 23, 1996. As of
the close of business on December 9, 1996, 117,789 Units had been tendered to
Acorn Hill Partners and not withdrawn. Additionally, more than 87,700 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.
