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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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AETNA REAL ESTATE ASSOCIATES, L.P.
(NAME OF SUBJECT COMPANY)
AETNA REAL ESTATE ASSOCIATES, L.P.
(NAME OF PERSON FILING STATEMENT)
Limited Partnership Depository Units
(TITLE OF CLASS OF SECURITIES)
008171 1 10 0
( CUSIP NUMBER OF CLASS OF SECURITIES)
Paul L. Abbott Daniel R. Leary
AREA GP CORPORATION AETNA/AREA CORPORATION
3 World Financial Center, 29th Floor 242 Trumbull Street
New York, New York 10285 Hartford, Connecticut 06156
(212) 526-3237 (860) 275-2178
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
Copies to:
Patrick J. Foye, Esq. John D. Capers, Esq.
SKADDEN, ARPS, SLATE, KING & SPALDING
MEAGHER & FLOM LLP 191 Peachtree Street, N.E.
919 Third Avenue Atlanta, Georgia 30303-1763.
New York, New York 10022 (404) 572-4600
(212) 735-2274
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AMENDMENT NO. 3 TO SCHEDULE 14D-9
This Amendment No. 3 amends the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, filed
with the Commission on November 1, 1996 (the "Schedule 14D-
9"), as amended by Amendment No. 1 filed on November 27, 1996
and Amendment No. 2 filed on December 6, 1996, by Aetna Real
Estate Associates, L.P., a Delaware limited partnership (the
"Partnership"), relating to the unsolicited tender offer by
Acorn Hill Partners L.L.C., a Delaware limited liability
company (the "Bidder"), to purchase from holders
("Unitholders") of Limited Partnership Depositary Units of the
Partnership (the "Units") up to 3,176,136 of the issued and
outstanding Units of the Partnership, upon the terms and
subject to the conditions set forth in the Bidder's Offer to
Purchase dated October 30, 1996 and the Letter of Transmittal.
Unless otherwise indicated herein, each capitalized
term used but not defined herein shall have the meaning
assigned to such term in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby supplemented and amended by adding
the following, a copy of which is attached hereto as an
exhibit:
(a)(3) Form of letter from Aetna Real Estate
Associates, L.P. to the Unitholders,
dated December 18, 1996.
SIGNATURE
After reasonable 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 18, 1996
AETNA REAL ESTATE ASSOCIATES, L.P.
By: Aetna/AREA Corporation
General Partner
By: /s/ Daniel R. Leary
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Name: Daniel R. Leary
Title: President
By: AREA GP Corporation
General Partner
By: /s/ Paul S. Abbott
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Name: Paul L. Abbott
Title: President
EXHIBIT INDEX
Exhibit Description Page
(a)(3) Form of letter from Aetna Real Estate
Associates, L.P. to Unitholders,
dated December 18, 1996.
EXHIBIT (a)(3)
AETNA REAL ESTATE ASSOCIATES, L.P.
December 18, 1996
Dear Unitholder:
On December 9, 1996, Acorn Hill Partners L.L.C. ("Acorn") again
revised its unsolicited partial tender offer being made for your
Limited Partnership Depository Units ("Units") of Aetna Real Estate
Associates, L.P. (the "Partnership"), increasing its previous offer
from $10.75 to $10.80 per Unit (the "New Acorn Offer"). Neither
Acorn nor any of its affiliates are affiliated with the Partnership
or its general partners and the New Acorn Offer was not solicited by
the Partnership.
THE NEW ACORN OFFER IS ONLY $.05, OR LESS THAN 1% GREATER THAN THEIR
PREVIOUS OFFER. CONSEQUENTLY, FOR ALL THE REASONS COMMUNICATED TO
YOU PREVIOUSLY, THE PARTNERSHIP BELIEVES THAT THE NEW ACORN OFFER IS
INADEQUATE AND RECOMMENDS THAT YOU REJECT IT.
FURTHERMORE, WE STRONGLY URGE THAT UNITHOLDERS WHO HAVE TENDERED TO
ACORN WITHDRAW THEIR UNITS. UNITHOLDERS WHO HAVE PREVIOUSLY TENDERED
THEIR UNITS TO ACORN MAY WITHDRAW THOSE UNITS ON OR ABOUT DECEMBER
23, 1996, BY FOLLOWING THE PROCEDURES PROVIDED TO YOU BY ACORN.
We will, of course, continue to keep you informed of significant
events concerning the Partnership. Should you have any questions
concerning this letter, please contact MacKenzie Partners, Inc. which
is assisting the Partnership in responding to your inquiries, toll
free at (800) 322-2885.
Very truly yours,
Paul L. Abbott Daniel R. Leary
President President
AREA GP Corporation Aetna/AREA Corporation
General Partner General Partner
