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ACORN HILL PARTNERS L.L.C.
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 30, 1996
$10 PER UNIT OFFER TO PURCHASE
To Unitholders in Aetna Real Estate Associates, L.P.:
ACORN HILL PARTNERS L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER"), IS OFFERING TO PURCHASE UP TO 3,176,136 OF THE ISSUED AND
OUTSTANDING LIMITED PARTNERSHIP DEPOSITARY UNITS (THE "UNITS") OF AETNA REAL
ESTATE ASSOCIATES, L.P. (THE "PARTNERSHIP") FOR A CASH PURCHASE PRICE OF $10
PER UNIT, NET TO THE SELLER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE ATTACHED OFFER TO PURCHASE DATED OCTOBER 30, 1996 AND THE RELATED
LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "OFFER").
Unless extended by the Purchaser, the Offer is effective until
midnight, New York City time, on November 27, 1996. The Offer is not
conditioned upon any minimum number of Units being tendered; however, tenders
of less than all Units owned by a Unitholder that would result in such
Unitholder holding less than 250 Units (100 Units in the case of Individual
Retirement Accounts and Xxxxx Plans) or tenders of fractional Units will not be
accepted.
The materials included in this package include important
information concerning the Purchaser, the terms and conditions to the Offer,
tax implications and instructions for tendering your Units. It is important
that you take some time to read carefully the enclosed Offer to Purchase, the
Letter of Transmittal and other accompanying materials in order to evaluate the
Offer being made by the Purchaser.
In reviewing the Offer, please note:
o Offer is a Premium to $8.97 per Unit Weighted Average Secondary
Market Price.
$8.97 per Unit was the weighted average selling price for
Units in the limited secondary market for the two months
ended July 31, 1996. Unitholders are advised, however,
that such amount is not necessarily indicative of value.
o No Commissions and No Transfer Fees.
The Purchaser will pay any transfer fees charged by the
Partnership in connection with transferring the ownership
of your Units pursuant to the Offer and commissions in
connection with tendering your Units pursuant to the
Offer.
o No More K-1 Reporting Costs if You Sell All of Your Units.
If you sell all of your Units you will avoid the expense,
delay, and complications in filing complex tax returns
which result from an ownership of Units.
You must decide whether to tender your Units based on your own
particular circumstances, including your judgment of the value of your Units
taking into account their upside potential and risks. You should consult with
your advisors about the financial, tax, legal and other implications to you of
accepting the Offer.
If you desire additional information regarding the Offer or need
assistance in tendering your Units, you may call The Xxxxxx Group, Inc., which
is acting as Information Agent/Depositary for the Offer, at (000) 000-0000.
Informed and courteous agents are available to assist you.
ACORN HILL PARTNERS L.L.C.
