EXHIBIT 99(a)(3)
AETNA REAL ESTATE ASSOCIATES, L.P.
AGREEMENT OF SALE
The undersigned Recognized Owner of Units, as such term is defined in the
Partnership's Limited Partnership Agreement ("Recognized Owner"), and/or
Assignee Holder or Unit Holder (the "Seller") does hereby sell, assign,
transfer, convey and deliver (the "Sale") to Oak Investors, LLC, a Delaware
limited liability company ("Oak" or the "Purchaser"), all of the Seller's
right, title and interest in Units (as defined below) in Aetna Real Estate
Associates, L.P. (the "Partnership") being sold pursuant to this Agreement of
Sale ("Agreement") and the Offer dated August 11,1998 (the "Offer") for a
purchase price of $12.50 per Unit, less the amount of any distributions
declared or paid from any source by the Partnership with respect to the Units
after July 31, 1998 without regard to the record date or whether such
distributions are classified as a return on, or a return of, capital. "Unit"
shall have the meaning as the term "Unit" is defined in the Partnership's
Limited Partnership Agreement ("Partnership Agreement") and included in the
definition of "Units" are any and all rights associated with Seller's Unit,
including, without limitation, all of Seller's rights to claims, damages,
recoveries, and causes of action accruing to the benefit of Seller with
respect to Seller's purchase and/or ownership of the Units, including any and
all rights of such Seller in any proceeds from the settlement after July 31,
1998, of any class action lawsuit by the Recognized Owners of Units (as
defined in the Partnership Agreement) of the Partnership, which lawsuit
relates to the Partnership or its General Partner. The Partnership disclosed
in its Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") for the year ended December 31, 1997 ("1997 10-K") that
"two purported class action lawsuits were filed in the Chancery Court of
Delaware in New Castle County, entitled Xxxxxxx v. Aetna Real Estate
Associates, L.P., et al. and Estes v. Aetna Real Estate Associates, L.P., et
al." See Section 10 of the Offer to Purchase - Certain Information
Concerning the Business of the Partnership and Related Matters. Purchaser
will pay for the Units within 5 business days after Purchaser has received
written confirmation from the Company that Oak has become a Recognized Owner
of Record on the books and records of the Partnership with respect to the
Units being sold by Seller.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Units and has full power and authority to validly sell, assign,
transfer, convey, and deliver to the Purchaser such Units, and that when any
such Units are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of
all options, liens, restrictions, charges, encumbrances, conditional sales
agreements, or other obligations relating to the sale or transfer thereof,
and such Units will not be subject to any adverse claim. The Seller further
represents and warrants that the Seller is a "United States person" as
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, or if the Seller is not a United States person, the Seller does not
own beneficially or of record more than 5 percent of the outstanding Units.
Such Sale shall include, without limitation, all rights in, and claims to,
any Partnership profits and losses, cash distributions, voting rights and
other benefits of any nature whatsoever, distributable or allocable to such
Units under the Partnership Agreement. Upon the execution of this Agreement
by the Seller, Purchaser shall have the right to receive all benefits and
cash distributions and otherwise exercise all rights of beneficial ownership
of such Units.
Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Units with full power of substitution. This power of attorney
is an irrevocable power, coupled with an interest of the Seller to Purchaser,
to (i) execute, swear to, acknowledge, and file any document relating to the
transfer of the ownership of the Units on the books of the Partnership that
are maintained with respect to the Units and on the Partnership's books
maintained by the General Partners of the Partnership, or amend the books and
records of the Partnership as necessary or appropriate for the withdrawal of
the Seller as a Recognized Owner of Units of the Partnership, (ii) vote or
act in such manner as any such attorney-in-fact shall, in its sole
discretion, deem proper with respect to the Units, (iii) deliver the Units
and transfer ownership of the Units on the books of the Partnership that are
maintained with respect to the Units and on the Partnership's books,
maintained by the Partnership's General Partners, (iv) endorse on the
Seller's behalf any and all payments received by Purchaser from the
Partnership for any period on or after July 31, 1998, which are made payable
to the Seller, in favor of Purchaser, (v) execute on the Seller's behalf, any
applications for transfer and any distribution allocation agreements required
by the National Association of Securities Dealers, Inc.'s Notice to Members
96-14 to give effect to the transaction contemplated by this Agreement, and
(vi) receive all benefits and distributions and amend the books and records
of the Partnership, including Seller's address and record, to direct
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Units. Purchaser
shall not be required to post bond of any nature in connection with this
power of attorney.
SELLER DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL
PARTNERS IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT OF SALE (i) TO
AMEND THE BOOKS AND RECORDS OF THE PARTNERSHIP TO CHANGE THE SELLER'S
ADDRESS OF RECORD TO OAK INVESTORS, LLC, C/O XXXXX CAPITAL, 0000 XXXXX XXXXXX
XXXXX, XXXXX 000, XXX XXXXX, XXXXXXXXXX 00000, AND (ii) TO FORWARD ALL
DISTRIBUTIONS AND ALL OTHER INFORMATION TO BE RECEIVED BY SELLER TO OAK
INVESTORS, LLC TO THE ADDRESS SET FORTH IN (i) ABOVE.
Seller and Purchaser do hereby release and discharge the General Partners and
their affiliates and each of their respective officers, directors,
shareholders, employees, and agents from all actions, causes of actions,
claims or demands Seller or Purchaser have, or may have, against any such
person that result from such party's reliance on this Agreement or any of the
terms and conditions contained herein. Seller and Purchaser do hereby
indemnify and hold harmless the Partnership and the General Partners and
their affiliates and each of their respective officers, directors,
shareholders, employees, and agents from and against all claims, demands,
damages, losses, obligations, and responsibilities arising, directly or
indirectly, out of a breach of any one or more of their respective
representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Upon request, the Seller will execute and deliver any
additional documents deemed by the Purchaser or the Partnership to be
necessary or desirable to complete the assignment, transfer and purchase of
such Units. Oak reserves the right to amend or extend the offer at any time
without further notice to the Recognized Owners.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service
(the "IRS") that Seller is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding.
AETNA REAL ESTATE ASSOCIATES, L.P.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations). The Seller
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any
right to trial by jury. The undersigned Seller (including any joint owner(s))
owns and wishes to assign the number of Units set forth below. By its own or
its Authorized Signatory's signature below, the Seller hereby assigns its
entire right, title and interest to the Units to the Purchaser.
By executing this Agreement the Seller hereby acknowledges to the General
Partners that the Seller desires to withdraw as a Recognized Owner as to the
Units referenced herein and hereby directs the General Partners to take all
such actions as are necessary to accomplish such withdrawal, and appoints the
General Partners the agent and attorney-in-fact of the Recognized Owner, to
execute, swear to, acknowledge and file any document or amend the books and
records of the Partnership as necessary or appropriate for the withdrawal of
the Recognized Owner.
*** PLEASE REFER TO THE ENCLOSED INSTRUCTION SHEET BEFORE COMPLETING THIS
DOCUMENT***
IN WITNESS WHEREOF the Recognized Owner has executed, or caused its
Authorized Signatory to execute, this Agreement.
Print Name of Recognized Owner (as it appears on the investment)
__________________________________________________________________
Print Name and Capacity of Authorized Signatory (if other than above)
__________________________________________________________________
________________________________ ______________________________
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for EACH (Medallion Guarantee for EACH
Seller's signature) Seller's signature)
---------------------------------- Investor (Seller) I.D. Number
---------------------------------- Home Telephone Number
---------------------------------- Office Telephone Number
---------------------------------- Mailing Address
---------------------------------- City, State, Zip Code
---------------------------------- State of Residence
---------------------------------- Social Security/Tax ID No.
---------------------------------- Date
$12.50
---------------------------------- Sales Price per Unit
_________ Number of Units to be sold
OR
/ / Check here if you wish to sell ALL your units
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------- FOR INTERNAL USE ONLY -------
ACCEPTED:
---------
OAK INVESTORS, LLC
By: Its Manager, Xxxxx Capital, LLC
By:____________________________________
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YOU MUST MAIL EXECUTED ORIGINAL TO PURCHASER:
Oak Investors, LLC
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
PLEASE BE SURE YOU HAVE INCLUDED YOUR ORIGINAL CERTIFICATE OF LIMITED
PARTNERSHIP EXECUTED IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS.
Please call us at (000) 000-0000 if you have any questions regarding the
sale of your Units.
INSTRUCTIONS TO COMPLETE
AGREEMENT OF SALE
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ALL SELLERS PLEASE PROVIDE THE FOLLOWING:
1. Complete ALL requested information and sign the Agreement of Sale
("Agreement").
2. Have ALL signatures on the Agreement MEDALLION GUARANTEED. A
medallion guarantee can be obtained at most banks or through
your broker. Please be advised, a medallion guarantee is
not a notary.
3. Please provide your original AETNA CERTIFICATE OF LIMITED PARTNERSHIP.
Complete the back portion of the certificate and have each signature
MEDALLION GUARANTEED. If you do not have your certificate, please
send a signed and dated letter indicating that you no longer have
it.
4. Return the Agreement and certificate in the enclosed envelope or via
overnight mail.
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IN ADDITION TO THE ABOVE REQUESTED INFORMATION, PLEASE PROVIDE ALL APPLICABLE
DOCUMENTATION AS FOLLOWS:
JOINT TENANTS:
Please have ALL owners of record sign the Agreement and have a separate
medallion guarantee affixed for EACH signature. If a party is deceased,
please enclose a CERTIFIED DEATH CERTIFICATE.
TENANTS IN COMMON OR COMMUNITY PROPERTY:
Please have ALL owners of record sign the Agreement and have a separate
medallion guarantee affixed for EACH signature. If a party is deceased, see
requirements for "Death of Sole Owner."
DEATH OF SOLE OWNER:
1. Executor(s) or Administrator(s) must sign the Agreement and obtain a
medallion guarantee.
2. PLEASE ALSO PROVIDE THE FOLLOWING:
*Certified Death Certificate
*Certified Letters of Testamentary or Administration Dated Within
SIX MONTHS
*Affidavit of Domicile with medallion guarantee
*Inheritance Tax Waiver, if required in your state
XXX/XXXXX:
1. Beneficial owner must sign the Agreement and obtain a medallion guarantee.
2. Please provide COMPANY NAME OF CUSTODIAN and ACCOUNT NUMBER OF XXX. This
information will be used solely to obtain the necessary signature and
medallion guarantee from your custodian and will help ensure proper deposit
of your proceeds.
TRUST, PROFIT SHARING PLAN OR PENSION PLAN:
Attach title page, signature page and any successor trustee page or amendment
showing authorized signatory. Please print or type the words "I hereby
certify that this is a true copy of the original and is still in full force
and effect" on the signature page, sign, date and have a medallion guarantee
affixed.
CORPORATION:
A Corporate Resolution listing the name of the officer signing the Agreement
and dated within six months with a medallion guarantee AND Corporate Seal.
If no Corporate Seal is available, please type the words "We do not have a
Corporate Seal" on the Resolution.
