Exhibit (a)(23)
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Supplement No. 3 Dated October 26, 2004
Relating to the Offer to Purchase Dated September 10, 2004, as Amended
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XXXX XXXXX TRUST NO. 1B
and
XXXXXX XXXXXXX TRUST NO. 1B
Have Amended Their Offer to Purchase for Cash
Up to 1,825,000 Outstanding Shares of Common Stock
of
XXXXXXXXX XXXXXX REAL ESTATE INCOME FUND INC.
at
$19.89 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON Tuesday, January 25, 2005, UNLESS
THE OFFER IS FURTHER EXTENDED.
October 26, 2004
To Our Clients:
Enclosed for your consideration is a Supplement No. 3 dated October 26,
2004 (the "Third Supplement"), relating to the Offer to Purchase dated September
10, 2004, as amended (the "Offer to Purchase") and a related letter of
transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") relating to the Offer by the Xxxx Xxxxx
Trust No. 1B, an irrevocable grantor trust domiciled and administered in South
Dakota (the "Lola Trust") and the Xxxxxx Xxxxxxx Trust No. 1B, an irrevocable
grantor trust domiciled and administered in South Dakota (the "Xxxxxx Trust"
and, together with the Lola Trust, the "Purchasers") to purchase up to 1,825,000
shares of common stock, par value $0.0001 per share (the "shares"), of Xxxxxxxxx
Xxxxxx Real Estate Income Fund Inc., a Maryland corporation ("NRL"), on the
terms and subject to the conditions set forth in the Offer. The Third Supplement
amends the Offer by extending the expiration date to 5:00 P.M., New York City
Time on Tuesday, January 25, 2005, unless further extended, and by providing you
with additional information regarding the Offer.
We are the holder of record of shares held by us for your account. A tender
of those shares can be made only by us as the holder of record and pursuant to
your instructions. The letter of transmittal was previously furnished to you for
your information only and cannot be used to tender shares held by us for your
account.
To the extent you have not already provided us with instructions, we
request instructions as to whether you wish to tender any or all of the shares
held by us for your account pursuant to the terms and subject to the conditions
set forth in the Offer.
Your attention is directed to the following:
1. The Offer price remains $19.89 per share, net to you in cash
(subject to applicable withholding of United States federal,
state and local taxes), without interest thereon, on the terms
and subject to the conditions set forth in the Offer.
2. The Offer is being made for up to 1,825,000 shares. If more than
1,825,000 shares are tendered, the Purchasers will purchase
1,825,000 shares on a pro-rata basis.
3. The Offer is conditioned upon the conditions to the Offer
described in Section 14 of the Offer to Purchase.
4. The Offer and withdrawal rights have been extended and will
expire at 5:00 P.M., New York City time, on Tuesday, January 25,
2005, unless the Offer is further extended.
5. Tendering stockholders will not be obligated to pay brokerage
fees or commissions to the depositary or the information agent
or, except as set forth in Instruction 6 of the letter of
transmittal, transfer taxes on the purchase of shares by the
Purchasers pursuant to the Offer. However, federal income tax
backup withholding at a rate of 28% may be required, unless an
exemption is provided or unless the required taxpayer
identification information is provided. See Instruction 9 of the
letter of transmittal.
If you wish to have us tender any of or all the shares held by us for your
account and have not already returned the instruction form set forth below,
please instruct us by completing, executing, detaching and returning to us the
instruction form set forth below. An envelope to return your instructions to us
is enclosed. If you authorize the tender of your shares, all such shares will be
tendered unless you otherwise specify below. Your instructions to us should be
forwarded promptly to permit us to submit a tender on your behalf prior to the
expiration date.
In all cases, payment for shares accepted for payment pursuant to the Offer
will be made only after timely receipt by The Colbent Corporation (the
"depositary") of (1) the certificates for (or a timely book-entry confirmation
(as defined in the Offer to Purchase) with respect to) such shares, (2) a letter
of transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or, in the case of a book-entry transfer
effected pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, an agent's message (as defined in the Offer to Purchase), and (3) any
other documents required by the letter of transmittal. Accordingly, tendering
stockholders may be paid at different times depending on when certificates for
shares or book-entry confirmations with respect to shares are actually received
by the depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
SHARES TO BE PAID BY THE PURCHASERS, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT
TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of that
jurisdiction.
INSTRUCTION FORM WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
UP TO 1,825,000 SHARES OF COMMON STOCK
OF
XXXXXXXXX XXXXXX REAL ESTATE INCOME FUND INC.
The undersigned acknowledge(s) receipt of your letter enclosing the
Supplement No. 3 dated October 26, 2004, your letter enclosing the Supplement
No. 2 dated October 14, 2004, your letter enclosing the Supplement dated October
1, 2004 and your letter enclosing the Offer to Purchase dated September 10, 2004
and the related letter of transmittal relating to the Offer by the Xxxx Xxxxx
Trust No. 1B and the Xxxxxx Xxxxxxx Trust No. 1B to purchase up to 1,825,000
outstanding shares of common stock, par value $0.0001 per share (the "shares"),
of Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc., a Maryland corporation.
This will instruct you to tender the number of shares indicated below held
by you for the account of the undersigned (or, if no amount is indicated below,
all the shares held by you for the account of the undersigned) on the terms and
subject to the conditions set forth in the Offer to Purchase, as amended, and
the related letter of transmittal.
Number of Shares to be Tendered* _____________________________________
_________________________________________ _____________________________________
shares
Signature(s)
Dated: ___________________________, 2004 _____________________________________
_____________________________________
_____________________________________
Please type or print Name(s)
Address(es) (including Zip Code(s)):
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Area Code and Telephone No.:
_____________________________________
Taxpayer Identification or Social
Security No.:
_____________________________________
* Unless otherwise indicated, it will be assumed that all shares held by us for
your account are to be tendered.
