EXHIBIT (a)(1)(ii)
AETNA REAL ESTATE ASSOCIATES, L.P.
AGREEMENT OF SALE
The undersigned Limited Partner, 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 Limited
Partnership Depositary Units including any rights attributable to claims,
damages, recoveries, including recoveries from class action lawsuits, and
causes of action accruing to the ownership of such Limited Partnership
Depositary Units ("Units") in Aetna Real Estate Associates, L.P., a Delaware
limited partnership (the "Partnership") being sold pursuant to this Agreement
of Sale ("Agreement") and the Offer to Purchase dated February 12, 2001, (which
together with this Agreement constitute the "Offer") for a purchase price of
$6.50 per Unit, less the amount of any distributions declared or paid from any
source by the Partnership with respect to the Units after January 1, 2001,
without regard to the record date or whether such distributions are classified
as a return on, or a return of, capital.
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 five 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 Partner of the Partnership, or amend the books and records of
the Partnership as necessary or appropriate for the withdrawal of the Seller as
a Unit Holder and/or Limited Partner 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 Partner, (iv) endorse on the Seller's behalf any and all
payments received by Purchaser from the Partnership for any period on or after
January 1, 2001 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 Partner
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, LLC, 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxxxxxx 00000, and (ii) to forward all distributions and 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 Partner and
its 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 Partner and its 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 representatives 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 Limited Partners.
AETNA REAL ESTATE ASSOCIATES, L.P.
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.
The Seller also certifies, under penalties of perjury, that the Seller, if any
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.
ATTACHED HERETO IS THE DEPOSITARY RECEIPT FOR CERTIFICATE OF LIMITED
PARTNERSHIP INTERESTS ("CERTIFICATE") REPRESENTING THE UNITS SOLD, WHICH HAS
BEEN SIGNED BY THE UNIT HOLDER AND WHICH SIGNATURE HAS BEEN MEDALLION
GUARANTEED.
By executing this Agreement the Seller hereby acknowledges to the General
Partner that the Seller desires to withdraw as a Unit Holder as to the Units
referenced herein and hereby directs the General Partner to take all such
actions as are necessary to accomplish such withdrawal, and appoints the
General Partner the agent and attorney-in-fact of the Limited Partner, 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 Unit Holder.
IN WITNESS WHEREOF the Unit Holder has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Unit Holder (as it appears on the investment).
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Print Name and Capacity of Authorized Signatory (if other than above).
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Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for each Seller's signature) (Medallion Guarantee for each Seller's signature)
---------------------------------------- Investor I.D. Number
---------------------------------------- Home Telephone Number
---------------------------------------- Office Telephone Number
---------------------------------------- Mailing Address
AETNA REAL ESTATE ASSOCIATES, L.P.
======================================
---FOR INTERNAL USE ONLY
---------------------------------------- City, State, Zip Code
ACCEPTED:
---------------------------------------- Social Security/Tax ID No. OAK INVESTORS, LLC
By: Its Manager, Xxxxx Capital, LLC
---------------------------------------- Date
By:
$6.50 -------------------------------
---------------------------------------- Sales Price per Unit Authorized Signator
------ Number of Units to be sold
OR
/ / Check here if you wish to sell ALL
your units ======================================
Please call us at (000)000-0000 if you have any questions regarding the sale of your Units.
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INSTRUCTIONS TO COMPLETE
AGREEMENT OF SALE
AND DEPOSITARY RECEIPT FOR CERTIFICATE OF LIMITED PARTNERSHIP
1. Complete ALL requested information and sign the Agreement of Sale
("Agreement ").
2. Have ALL signatures on the Agreement of Sale 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 Depositary Receipt for Certificate
of Limited Partnership Interest ("Certificate"). Complete the back
upper 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:
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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:
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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:
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1. Beneficial owner must sign the Agreement and obtain a medallion guarantee.
AETNA REAL ESTATE ASSOCIATES, L.P.
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:
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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:
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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.
