SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AETNA REAL ESTATE ASSOCIATES, L.P.
(NAME OF SUBJECT COMPANY)
AREA GP CORPORATION
AETNA/AREA CORPORATION
(NAME OF PERSON FILING STATEMENT)
Limited Partnership Depository Units
(TITLE OF CLASS OF SECURITIES)
008171 1 100
(CUSIP NUMBER OF CLASS OF SECURITIES)
Mark J. Marcucci 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 06103
(212) 526-3183 (860) 275-2178
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
Mark C. Smith, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3330
ITEM 1. SUBJECT COMPANY INFORMATION
The subject company is Aetna Real Estate Associates, L.P., a
Delaware limited partnership (the "Partnership"). The general partners of
the Partnership (the "General Partners") are AREA GP Corporation, a
Delaware corporation ("AREA GP"), and Aetna/AREA Corporation, a Connecticut
corporation ("Aetna/AREA"). The address of the principal executive offices
of (i) AREA GP is 3 World Financial Center, 29th Floor, New York, New York
10285 and (ii) each of the Partnership and Aetna/AREA is 242 Trumbull
Street, Hartford, Connecticut 06103. The title of the class of equity
securities to which this statement relates is the outstanding Limited
Partnership Depositary Units of the Partnership (the "Units"). As of
February 25, 2000, there were 12,724,547 Units issued and outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
The names and business addresses of the General Partners, which
are the persons filing this statement, are set forth in Item 1 above.
This statement relates to the unsolicited tender offer being made
by Oak Investors LLC, a Delaware limited liability company (the "Bidder"),
disclosed in a Tender Offer Statement on Schedule TO, dated February 11,
2000 (the "Schedule TO"), to purchase from holders of Units ("Unitholders")
up to 1,000,000 (approximately 7.9%) of the outstanding Units of the
Partnership, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 11, 2000 (the "Offer to Purchase") and the
Letter of Transmittal (the "Letter of Transmittal" and together with the
Offer to Purchase, the "Oak Offer"), provided that pursuant to the Oak
Offer, the tender offer price per Unit will be reduced by an amount equal
to any distribution declared or paid from any source by the Partnership to
the Unitholder after December 15, 1999 without regard to the record date or
whether such distribution is classified as a return on, or a return of,
capital. Neither the Bidder nor any of its affiliates are affiliated with
the Partnership or its General Partners and the Oak Offer was not solicited
by the Partnership. The Schedule TO states that the principal place of
business of the Bidder is located at 1650 Hotel Circle North, Suite 3000,
San Diego, California 92108.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The Partnership does not have any directors or executive
officers. The General Partners responsible for the management of the
Partnership's business are AREA GP and Aetna/AREA. Except as described
below, there are no material contracts, agreements, arrangements and
understanding or any actual or potential conflicts of interest between the
General Partners or their respective affiliates and the Partnership, its
executive officers, directors or affiliates.
The General Partners are entitled to receive an investment
portfolio fee based on the net asset value of the Partnership's
investments. The fee is payable quarterly, in arrears, from available cash
flow and may not exceed 2.5% per annum of net asset value. The applicable
percentage, for the purpose of calculating this fee, declines to 2% per
annum for investments in properties held by the Partnership more than 10
years but less than 15 years, and to 1.75% per annum for investments in
properties held more than 15 years. Effective March 15, 1999 each of the
above rates was reduced by .25% per annum, and will decrease another .25%
per annum as of June 19, 2001 pursuant to the Settlement Agreement
discussed in Item 8 to this schedule. For the twelve months ended December
31, 1999, Aetna/AREA and AREA GP earned fees of $2,029,436 and $2,297,914,
respectively. For the prior year, Aetna/AREA and AREA GP earned fees of
$2,265,203 and $2,574,862, respectively.
During the year ended December 31, 1999, $284,868 was paid to
Aetna Life Insurance Company, an affiliate of Aetna/AREA, primarily as
reimbursement for insurance expense previously paid on behalf of the
Partnership by Aetna Life Insurance Company to entities not affiliated with
the Partnership or Aetna Life Insurance Company.
AREA GP and Aetna/AREA, as General Partners, and their respective
officers and directors, are each entitled to indemnification under certain
circumstances from the Partnership pursuant to provisions of the
Partnership Agreement.
The Bidder has suggested that it may seek to remove the General
Partners. Under the terms of the Partnership Agreement, upon the removal
of the General Partners by the Unitholders or upon the resignation of the
General Partners within 120 days after the occurrence of a "Removal Event,"
as described herein, the General Partners will be entitled to receive
termination compensation, which will be payable with interest over a five-
year period and will be secured by the assets of the Partnership. The
amount of such termination compensation could be substantial. The
Partnership Agreement deems a "Removal Event" to have occurred if, without
the consent of the General Partners, there occurs or is approved, by the
approval of Limited Partners or otherwise, (a) the merger or consolidation
of the Partnership, (b) the liquidation or dissolution of the Partnership,
(c) the disposition by the Partnership of any interest in a property owned
by the Partnership or a loan made by the Partnership to a property, or (d)
the election of any Person as a general partner of the Partnership. The
holder or holders of a majority of Units may take any of the above actions
without the consent of the General Partners at a meeting of the
Partnership.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Following receipt of the Oak Offer, the General Partners
reviewed and considered the Oak Offer and explored various possible
alternative courses of action which might be available to the Partnership
in response to the Oak Offer. THE GENERAL PARTNERS, IN LIGHT OF ALL
RELEVANT CIRCUMSTANCES, DETERMINED THAT THE OAK OFFER IS INADEQUATE, NOT IN
THE BEST INTERESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND STRONGLY
RECOMMEND THAT UNITHOLDERS REJECT IT.
(b) The General Partners reached the conclusion set forth in
Item 4(a) after considering a variety of factors, including, but not
limited to the following:
(i) The price per Unit offered by the Bidder does not
reflect the value inherent in the Units. The price being offered by
the Bidder pursuant to the Oak Offer is equal to approximately 62% of
the NAV of $16.21 per Unit as of December 31, 1999, the latest
quarterly independent appraisal of NAV. (NAV is the Partnership's net
asset value calculated using Current Value Reporting.) In addition,
the Oak Offer provides that the cash tender offer price per Unit
stated in the Oak Offer will be reduced by an amount equal to any
distribution declared or paid from any source by the Partnership to
the Unitholders after December 15, 1999 without regard to the record
date or whether such distributions are classified as a return on, or a
return of, capital. The Partnership's NAV was calculated assuming a
hypothetical sale at December 31, 1999 of all the Partnership's
properties at a price based upon independent appraisals of the
Partnership's properties as of December 31, 1999, adjusted for the
Partnership's current assets and liabilities.
(ii) To date, Unitholders who have owned their Units since
the inception of the Partnership have received total cash
distributions of approximately $15.74 per original $20 Unit.
Unitholders who sell their Units to Oak will lose their right to
future distributions from cash flow as well as distributions from any
future sales of the properties, including the special distribution
that will be paid in the near future as a result of the sale of the
Windmont and Lincoln Square properties.
(iii) The General Partners have commenced a plan to
market and sell the Partnership's remaining properties. To date,
seven of the Partnership's 14 properties have been sold. Four
properties were sold during 1999 and Unitholders received two special
distributions totaling $3.14 per Unit in 1999. In addition, two other
properties, Windmont Apartments and Lincoln Square Apartments, have
been sold since the beginning of this year. The properties were sold
for net sales proceeds of approximately $10.1 million and $17.8
million, respectively. AS A RESULT OF THESE TWO SALES, A SPECIAL CASH
DISTRIBUTION, IN THE APPROXIMATE AMOUNT OF $2.10 PER UNIT, WILL BE
PAID TO UNITHOLDERS IN MARCH 2000. UNITHOLDERS WHO SELL THEIR UNITS
TO OAK WILL NOT RECEIVE THIS DISTRIBUTION. With respect to the
Partnership's remaining properties, the General Partners are actively
marketing Oakland Pointe Shopping Center and intend to begin marketing
at least four of the remaining seven properties this year.
(iv) The Bidder has stated that it is making the Oak Offer
with a view to making a profit. Accordingly, there is a conflict of
interest between its desire to purchase the Units at a low price and
Unitholders' desire to sell their Units at a high price.
(v) As stated by the Bidder in the Offer to Purchase, if
the Oak Offer is successful, the Bidder may be in a position to
influence control over the Partnership and to influence voting
decisions and may seek to remove the General Partners.
(c) Neither the Partnership nor either of the General Partners
has effected any transactions in the Units during the past 60 days. Except
as described below, the Partnership is not aware of any other transactions
in the Units during the past 60 days by any of the General Partners'
executive officers, directors, affiliates, or subsidiaries.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The Partnership has retained its administrative agent (the
"Agent") to assist with communications with Unitholders with respect to,
and to provide other services to the Partnership in connection with,
ongoing investor relation matters, including the Oak Offer. The
Partnership pays the Agent a monthly fee for services and reimburses it for
reasonable expenses. The Partnership will not pay the Agent any additional
amount beyond the monthly fee in connection with the Oak Offer. Neither
the Partnership nor any person acting on its behalf has employed, retained,
or compensated or intends to employ, retain, or compensate any other person
or class of persons to make solicitations or recommendations to Unitholders
on its behalf concerning the Oak Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Neither the Partnership nor, to the knowledge of the Partnership,
any of the General Partners' executive officers, directors, affiliates, or
subsidiaries intends to tender Units owned by them in the Oak Offer.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The General Partners have commenced a plan to market and sell the
Partnership's remaining properties. To date, seven of the Partnership's 14
properties have been sold. Four properties were sold during 1999. In
addition, two other properties, Windmont Apartments and Lincoln Square
Apartments, have been sold since the beginning of this year. The
properties were sold for net sales proceeds of approximately $10.1 million
and $17.8 million, respectively. With respect to the Partnership's
remaining properties, the General Partners are actively marketing Oakland
Pointe Shopping Center and intend to begin marketing at least four of the
remaining seven properties this year, but no agreements have been reached
with respect to any sale.
ITEM 8. ADDITIONAL INFORMATION
On August 11, 1998, the Bidder and Cedar Partners, L.P.
(collectively, "Oak"), filed suit against the Partnership in the Court of
Chancery of the State of Delaware in and for New Castle County (the
"Complaint"). The Complaint alleged that the Partnership failed to deliver
a list of Unitholders upon Oak's demand and that such failure constituted a
breach of the Delaware Revised Uniform Limited Partnership Act and a breach
of the Partnership Agreement. Subsequently, the Partnership and the
General Partners contacted Oak and the parties settled such litigation upon
the terms and conditions set forth in the Settlement Agreement attached as
Exhibit 2 to this Schedule 14D-9 and incorporated herein by reference. The
Settlement Agreement provides that upon the Partnership providing a list of
Unitholders to Oak, Oak will dismiss the litigation with prejudice. In
addition, the Settlement Agreement provides that upon any vote of
Unitholders, Oak will vote its Units in the same manner and in the same
proportion as all other Unitholders who vote on such proposal. To the
knowledge of the General Partners, except as described above, there are no
material contracts, agreements, arrangements and understandings or any
actual or potential conflicts of interest between the Partnership or its
affiliates and Oak, their executive officers, directors or affiliates.
In November 1996, the Partnership and the General Partners were named
as defendants in two purported class action lawsuits filed in the Chancery
Court of Delaware in New Castle County, entitled Bobbitt v. Aetna Real
Estate Associates, L.P., et al and Estes v. Aetna Real Estate Associates,
L.P., et al (collectively, the "Class Action Complaints"). The Class Action
Complaints alleged, among other things, that management fees that had been
paid to the General Partners were excessive and that a standstill agreement
with a then tender offeror which had the effect of limiting the number of
Partnership Units that would be the subject of any tender offer was
unlawful.
On March 15, 1999, the parties entered into a Stipulation and
Agreement of Compromise, Settlement and Release (the "Settlement
Agreement"), which was filed with and subject to approval by the Delaware
Chancery Court. The court approved the Settlement Agreement on May 19,
1999, and no appeal was filed within the applicable period.
Upon the approval by the court of the Settlement Agreement, the
Applicable Percentage, as defined in Section 6.6 of the Partnership
Agreement, used to calculate the Investment Portfolio Fee per quarter which
is paid to the General Partners, was reduced by 0.0625% (the "First
Reduction"). The First Reduction was effective on June 19, 1999 (the "Final
Date") and was applied retroactively to March 15, 1999, the date of the
execution of the Settlement Agreement. The First Reduction will result in a
0.25% reduction of the annual Investment Portfolio Fee otherwise provided
in the Partnership's limited partnership agreement. Effective on the second
anniversary of the Final Date, the Applicable Percentage will be reduced by
an additional 0.0625% per quarter (the "Second Reduction"). The First and
Second Reductions will apply cumulatively so that the annual Investment
Portfolio Fee from the second anniversary of the Final Date through the
termination of the Partnership will be a total of 0.50% below the annual
Investment Portfolio Fee otherwise provided in the Partnership's limited
partnership agreement.
Pursuant to the terms of the Settlement Agreement, the Partnership
made a special cash distribution out of Partnership cash reserves on April
14, 1999 of $2,544,909 ($0.20 per Unit) to Limited Partners and $25,706 to
the General Partners. As part of the Settlement Agreement the plaintiff's
attorneys were paid fees and out-of-pocket expenses totaling $2,195,757
during the twelve months ended December 31, 1999. In addition, legal
expenses on behalf of the Partnership and the General Partners amounting to
$212,346 were paid or accrued at December 31, 1999. The total legal expense
of the litigation for the twelve months ended December 31, 1999 aggregated
$2,408,103.
ITEM 9. EXHIBITS
1. Letter from Aetna Real Estate Associates, L.P. to
Unitholders, dated February 28, 2000.
2. Settlement Agreement, dated as of August 20, 1998, among
Aetna Real Estate Associates, L.P., Oak Investors LLC and
Cedar Partners, L.P.
SIGNATURE
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: February 28, 2000
AETNA REAL ESTATE ASSOCIATES, L.P.
By: Aetna/AREA Corporation
General Partner
By: /s/ Daniel R. Leary
---------------------------
Name: Daniel R. Leary
Title: President
By: AREA GP Corporation
General Partner
By: /s/ Mark J. Marcucci
---------------------------
Name: Mark J. Marcucci
Title: President
EXHIBIT INDEX
Exhibit Description
------- -----------
1. Form of letter from Aetna Real Estate Associates, L.P. to
Unitholders, dated February 28, 2000.
2. Settlement Agreement, dated as of August 20, 1998, among
Aetna Real Estate Associates, L.P., Oak Investors LLC and
Cedar Partners, L.P.
EXHIBIT 1
Aetna Real Estate Associates, L.P.
----------------------------------------------------------------------------
P.O. Box 7090
Troy, MI 48007-7090
February 28, 2000
Dear Unitholder:
By now you should have received materials describing the tender offer by
Oak Investors, LLC ("Oak") to purchase up to 1,000,000 limited partnership
depositary units ("Units"), or approximately 7.9% of the total Units
outstanding of Aetna Real Estate Associates, L.P. (the "Partnership"), at a
price of $10.00 per Unit (the "Offer"). Under Oak's Offer, your total
proceeds will be reduced by any cash distributions paid by the Partnership
after December 15, 1999. Therefore, if you accept the Offer, you will not
receive the special distribution that will be paid to investors in the near
future resulting from the recent sales of two Partnership properties, in
the approximate amount of $2.10 per Unit (see discussion below), or the
$0.18 per Unit 1999 fourth quarter distribution which will be paid to
Unitholders on or about February 28, 2000.
The Offer by Oak is in addition to material you may have recently received
from CMG Partners, LLC describing an unsolicited partial tender offer, also
at $10.00 per Unit, for 4.9% of the Partnership's total outstanding Units.
There is no affiliation between the Partnership and either of these
tendering parties and the offers were not solicited by the Partnership or
its management.
WHY DOES OAK WANT TO PURCHASE YOUR UNITS? THE ANSWER IS SIMPLE. THEY WANT
TO PROFIT FROM THE OWNERSHIP OF YOUR UNITS.
The reasons that would allow them to profit from the ownership of your
Units are straightforward. As discussed below, Oak is attempting to
acquire your Units at a significant discount and expects to make
substantial profits from the future sale of the Partnership's remaining
seven properties, as well as potential cash distributions from operations.
AFTER CAREFULLY REVIEWING THE OAK OFFER, WE FIRMLY BELIEVE THAT THE OFFER
IS INADEQUATE AND DOES NOT REFLECT THE UNDERLYING VALUE OF YOUR UNITS.
THEREFORE, IT IS NOT IN YOUR BEST INTEREST TO ACCEPT THE OFFER. WE
RECOMMEND THAT YOU REJECT THE OAK OFFER AND NOT SIGN THE ASSIGNMENT FORM
SENT TO YOU.
In evaluating the Offer, you should consider, among other things, the
following factors:
o MARKETING AND SALE OF THE PARTNERSHIP'S PROPERTIES. As discussed
in the Partnership's investor correspondence, the General
Partners have commenced a plan to market and sell the
Partnership's remaining properties. To date, seven of the
Partnership's 14 properties have been sold. Four properties were
sold during 1999, and Unitholders received two special
distributions totaling $3.14 per Unit in 1999. In addition, we
are pleased to announce that two other properties, Windmont
Apartments and Lincoln Square Apartments, have been sold since
the beginning of this year. The properties were sold for net
sales proceeds of approximately $10.1 million and $17.8 million,
respectively. AS A RESULT OF THESE TWO SALES, A SPECIAL CASH
DISTRIBUTION, IN THE APPROXIMATE AMOUNT OF $2.10 PER UNIT, WILL
BE PAID TO UNITHOLDERS IN MARCH 2000. UNITHOLDERS WHO SELL THEIR
UNITS TO OAK WILL NOT RECEIVE THIS DISTRIBUTION.
With respect to the Partnership's remaining properties, the
General Partners are actively marketing Oakland Pointe Shopping
Center for sale and intend to begin marketing at least four of
the remaining seven properties this year.
o THE RIGHT TO ANY FUTURE CASH DISTRIBUTIONS WILL BE LOST. To
date, Unitholders who have owned their Units since the inception
of the Partnership have received total cash distributions of
approximately $15.74 per original $20 Unit. Unitholders who sell
their Units to Oak will lose their right to future distributions
from cash flow, as well as distributions from any future sales of
the properties, including the special distribution of
approximately $2.10 per Unit that will be paid in the near future
as a result of the sale of the Windmont and Lincoln Square
properties.
o ESTIMATED VALUE OF THE PARTNERSHIP'S UNITS IS GREATER THAN THE
OFFER. The price of $10.00 per Unit being offered by Oak
pursuant to the Offer is approximately 62% of the Partnership's
net asset value ("NAV") of $16.21 per Unit as of December 31,
1999. The Partnership's estimate of NAV was based upon the
December 31, 1999 independently appraised values of the
properties, adjusted for the Partnership's remaining assets and
liabilities as of year-end 1999. It should be noted that the NAV
is only an estimate of value and the actual amount realizable
upon sale may be different.
o OAK IS MAKING THE OFFER WITH A VIEW OF MAKING A PROFIT. There is
a conflict of interest between the desire of Oak to purchase the
Units at a low price and Unitholders' desire to sell their Units
at a high price.
Because the personal, tax and financial position of each Unitholder is
different, we advise that you consult with your tax and other advisors
before making a decision as to whether to accept or reject the Offer.
IN SUMMARY, WE DO NOT BELIEVE THAT THE OAK OFFER IS IN YOUR BEST INTEREST.
WE RECOMMEND THAT YOU DO NOT TENDER ANY UNITS AND DO NOT SIGN THE
ASSIGNMENT FORM SENT TO YOU BY OAK.
We will, of course, keep you informed of significant events concerning the
Partnership. If you have any questions, please call Partnership Investor
Services at (617) 342-4225 or the Partnership's administrative agent at
(248) 637-7900
Very truly yours,
/s/ Mark J. Marcucci /s/ Daniel R. Leary
Mark J. Marcucci Daniel R. Leary
President President
AREA GP Corporation Aetna/AREA Corporation
EXHIBIT 2
AETNA REAL ESTATE ASSOCIATES, L.P.
3 World Financial Center - 29th Fl.
New York, N.Y. 10285
August 20, 1998
Personal and Confidential
Oak Investors LLC
Cedar Partners, L.P.
1650 Hotel Circle North, Suite 200
San Diego, California 92108
Attn: Don Augustine
Dear Mr. Augustine:
The purpose of this letter is to set forth our understanding with regard to
any proposed acquisition of outstanding units of limited partnership
interests ("Units") of Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership"), from holders of Units (each a
"Unitholder" and collectively, the "Unitholders") by Oak Investors LLC,
Cedar Partners, L.P., Arlen Capital, LLC, Don Augustine or any person who
is an Affiliate (as defined under Rule 405 of the Securities Act of 1933,
as amended) (collectively, "you").
In response to your request and in consideration of the agreements set
forth in this letter agreement, the Partnership agrees to provide you a
current list of the names and addresses of and the number of units owned by
each of the Unitholders in a computer readable form reasonably requested by
you. The Partnership shall provide the list within two business days from
the date of this letter. Upon your receipt of the list of partners, you
shall take all required action to dismiss with prejudice the action
captioned Oak Investors LLC and Cedar Partners, L.P. v. Aetna Real Estate
Associates, L.P. and AREA GP Corporation filed in the Court of Chancery of
the State of Delaware in and for New Castle County. You agree that you may
only use the list to acquire Units or contact Unitholders for a purpose
reasonably related to your interest as a Unitholder and you may not sell or
otherwise release the list to others or use the list for any other purpose.
You shall not, without the prior written consent of the Partnership,
disclose to any third party, other than a party acting as your agent on
your behalf pursuant to the terms of this Agreement, the list of
Unitholders' names, addresses and number of Units held that was provided to
you by the Partnership.
You represent and warrant that on the date hereof you beneficially own at
least 17,805 Units. You also agree that you will notify the Partnership at
least five business days before initiating any communication with all or
substantially all of the Unitholders and provide a draft copy of such
communication (if written) with such notice. Further, you will provide a
final copy to the Partnership of any such communication on the same date
that such communication is first sent or given to Unitholders. The
Partnership will not respond, comment or otherwise communicate with the
Unitholders concerning Oak Investors LLC's communications for a period of
two business days from the date the Partnership receives such communication
from Oak.
You hereby represent, warrant and covenant to the Partnership that any
tender offer to purchase Units commenced by you will be conducted in
compliance with all applicable laws and regulations.
You understand that the general partners of the Partnership may consider
from time to time selling all or substantially all of the assets of the
Partnership or entering into any other transaction determined by the
general partners to be in the best interests of the Unitholders and the
Partnership. The result of any such transaction might be the dissolution
and liquidation of the Partnership in accordance with the partnership
agreement. Accordingly, in order to avoid disrupting any transaction
determined by the general partners to be in the best interests of the
Unitholders and the Partnership, including settlement of any litigation,
and any required vote of Unitholders, you agree that, prior to the two-year
anniversary of the date of this letter agreement, all Units obtained by you
pursuant to any means will be voted by you on all issues in the same manner
and in the same proportion as all other Unitholders who vote on any such
proposal.
We each hereby acknowledge that we are aware, and that we will advise our
respective Affiliates of our respective responsibilities under the
securities laws. We each agree that the other of us or our respective
Affiliates, as the case may be, shall be entitled to equitable relief,
including injunctive relief and specific performance, in the event of any
breach of the provisions of this letter agreement, in addition to all other
remedies available at law or in equity.
In case any provision in or obligation under this letter agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or
of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.
This letter agreement shall be governed by the laws of the State of
Delaware without giving effect to principles of conflicts of law thereof.
This letter agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together constitute one and the
same instrument.
* * * * *
If you agree with the foregoing, please sign and return two copies of this
letter agreement, which will constitute our agreement with respect to the
subject matter of this letter agreement.
Very truly yours,
AETNA REAL ESTATE ASSOCIATES, L.P.
By: AREA GP Corporation
Its: General Partner
By: /s/ Mark J. Marcucci
---------------------------
Name: Mark J. Marcucci
Title: President
By: AETNA/AREA Corporation
Its: General Partner
By: /s/ Daniel R. Leary (signed August 25, 1998)
---------------------------------------------
Name: Daniel R. Leary
Title: President
Confirmed and agreed to as of
the date first above written:
OAK INVESTORS LLC
By: /s/ Don Augustine
--------------------
Name: Don Augustine
Title: Manager
CEDAR PARTNERS, L.P.
By: Arlen Capital, LLC
Its: General Partner
By: /s/ Don Augustine
--------------------
Name: Don Augustine
Title: Manager
