<PAGE>
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. 1)*
Aetna Real Estate Associates, L.P., a Delaware limited partnership
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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) 686-2002
with a copy to: Peter R. Pancione, Esq., Gipson Hoffman & Pancione, 1901 Avenue
of the Stars, Suite 1100 Los Angeles, California 90067
Tel: (310) 556-4660 Fax: 310-556-8945
- --------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
<S> <C>
Transaction Amount of Filing Fee
Valuation * $10,000,000 $2,000
- --------------------------------------------------------------------------------
</TABLE>
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 1,000,000 UNITS AT A PURCHASE PRICE OF $10.00 PER UNIT IN
THE PARTNERSHIP. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE
WITH REGULATION O-11 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
EQUALS 1/50 OF ONE PERCENT OF THE VALUE OF UNITS ASSUMED TO BE PURCHASED.
/ / 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.
Amount Previously Paid: __________________ Filing Party:________________
Form or Registration No.: __________________ Date Filed:__________________
/ / 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: / /
<PAGE>
This Amendment No. 1 to Schedule TO relates to a tender offer by Oak
Investors, LLC, a Delaware limited liability company, to purchase 1,000,000
Limited Partnership Depositary Units ("Units") of Aetna Real Estate Associates,
L.P., a Delaware limited partnership (the "Partnership"), at $10.00 cash per
Unit, without interest thereon upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 11, 2000 ("Offer to Purchase") and
the related Agreement of Sale.
All information in the Offer to Purchase and Agreement of Sale filed as
Exhibits (a)(1)(i) and (a)(1)(ii) respectively to the Schedule TO and filed as
Exhibits (a)(1)(v) and (a)(1)(vi) to this Amendment No. 1 to the Schedule TO are
incorporated herein by this reference in response to all of the items set forth
in Schedule TO.
The following Items of the Schedule TO contain information that has not
been sent to the Partnership's unit holders.
ITEM 4. TERMS OF THE TRANSACTION
(a)(iii) The Expiration Date of the Offer has been extended to 12:00
midnight, Eastern time on April 7, 2000.
ITEM 12. EXHIBITS.
(a)(1)(v) Publication Dated March 16, 2000
(a)(1)(vi) Press Release Dated March 16, 2000
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: March 16, 2000 OAK INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ Don Augustine
--------------------------------
Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ Don Augustine
--------------------------------
Don Augustine, Manager
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(a)(1)(v) Publication Dated March 16, 2000
(a)(1)(vi) Press Release Dated March 16, 2000
</TABLE>
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<PAGE>
Ex-99 (a)(1)(v)
EXHIBIT (a)(1)(v)
PUBLICATION DATED MARCH 16, 2000
<PAGE>
NOTICE OF EXTENSION OF OFFER TO PURCHASE
AETNA REAL ESTATE ASSOCIATES, L.P. UNITS
Oak Investors, LLC has announced that its offer to purchase
1,000,000 Limited Partnership Depositary Units ("Units") of Aetna Real Estate
Associates, L.P. for $10 per Unit has been extended and is now scheduled to
expire at 12 o'clock midnight, Eastern time on April 7, 2000. As of the close of
business on March 13, 2000, 746 Units have been tendered to Oak Investors, LLC
and not withdrawn.
For copies of the Offer to Purchase please contact Arlen Capital,
LLC at 1650 Hotel Circle North, Suite 200, San Diego, California 92108 or by
telephone: 1-800-891-4105.
March 16, 2000
1
<PAGE>
Ex-99(a)(1)(vi)
EXHIBIT (a)(1)(vi)
PRESS RELEASE DATED MARCH 16, 2000
<PAGE>
FOR IMMEDIATE RELEASE
Contact Janice Wells -- (619) 686-2002
OAK INVESTORS, LLC EXTENDS OFFER TO PURCHASE
AETNA REAL ESTATE ASSOCIATES, L.P. UNITS
San Diego, California (March 16, 2000). Oak Investors, LLC has
announced that its offer to purchase 1,000,000 Limited Partnership Depositary
Units ("Units") of Aetna Real Estate Associates, L.P. for $10 per Unit has been
extended and is now scheduled to expire at 12 o'clock midnight, Eastern time on
April 7, 2000. As of the close of business on March 13, 2000, 746 Units have
been tendered to Oak Investors, LLC and not withdrawn.
For copies of the Offer to Purchase please contact Arlen Capital,
LLC at 1650 Hotel Circle North, Suite 200, San Diego, California 92108 or by
telephone: 1-800-891-4105.
1
