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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
FINAL AMENDMENT
Aetna Real Estate Associates, L.P., A Delaware Limited Partnership
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(Name of Subject Company (Issuer)*
Oak Investors, LLC, a Delaware limited liability company -
Arlen Capital, LLC, a California Limited Liability Company (Offerors)
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
Limited Partnership Depositary Units
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(Title of Class of Securities)
008161 10 10
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(CUSIP Number of Class of Securities)
Don Augustine, Manager, Arlen Capital, LLC 1650 Hotel Circle North, Suite 200,
San Diego, CA 92101 Tel: (619) 471-1101
with a copy to: Brian M. Hoye, Esq., Katten Muchin Zavis, 1999 Avenue of the
Stars, Suite 1400, Los Angeles, California 90067 Tel: (310) 788-4747
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Fax: 310-788-4471
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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Transaction Amount of Filing Fee
<S> <C>
Valuation $8,000,000 $1,600
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</TABLE>
/X/ Check the 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 the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $1600 Filing Party: Oak Investors, LLC; Arlen
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Capital, LLC
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Form or Registration No.: Schedule TO Date Filed: July 5, 2000
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</TABLE>
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: /X/
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This Amendment Number 2 constitutes the final amendment to the Tender Offer
Statement on Schedule TO (the "Schedule TO") as amended and supplemented by
Amendment Number 1, filed by Oak Investors, llc, a Delaware limited liability
company, and Arlen Capital, LLC (the "Purchaser"), originally filed with the
Securities and Exchange Commission on July 5, 2000. The Schedule TO relates to
the Tender Offer by Purchaser to purchase up to 1,000,000 Limited Partnership
Depositary Units ("Units") of Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 5, 2000 ("Offer to
Purchase") and the related Agreement of Sale to include the information set
forth below. Terms not otherwise defined below shall have the meanings ascribed
to them in the Schedule TO and the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 is hereby supplemented and amended as follows:
"The Offer expired at 12:00 Midnight, Eastern Time, on August 18, 2000. The
Purchaser accepted for payment 65,822 Units, constituting approximately 0.5
percent (.5%) of the outstanding Units. To date, the Purchaser has accepted for
payment a total of 830,777 Units, constituting approximately 6.5 percent (6.5%)
of the outstanding Units."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7(a) is hereby supplemented and amended as follows:
"The total amount of funds required by the Purchaser to purchase the
65,822 Units accepted for payment pursuant to the Offer, exclusive of fees
and expenses, is $489,715.68 (the $8.00 purchase price less cash
distributions paid by the Partnership in August 2000). The Purchaser obtained
such funds (plus amounts to pay fees and expenses) from the Note described in
the Offer to Purchase."
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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: August 30, 2000 OAK INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ Don Augustine
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Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ Don Augustine
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Don Augustine, Manager
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