Exhibit (a)(28)
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Supplement No. 4 Dated January 25, 2005
Relating to the Offer to Purchase Dated September 10, 2004, as Amended
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▇▇▇▇ ▇▇▇▇▇ TRUST NO. 1B
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST NO. 1B
Have Amended Their Offer to Purchase for Cash
Up to 1,615,000 Outstanding Shares of Common Stock
of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, MAY 24, 2005, UNLESS THE
OFFER IS FURTHER EXTENDED.
January 25, 2005
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by the ▇▇▇▇ ▇▇▇▇▇ Trust No. 1B, an irrevocable
grantor trust domiciled and administered in South Dakota (the "Lola Trust") and
the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust No. 1B, an irrevocable grantor trust domiciled and
administered in South Dakota (the "▇▇▇▇▇▇ Trust" and, together with the Lola
Trust, the "Purchasers") to act as information agent in connection with the
Purchasers' offer to purchase up to 1,615,000 shares of common stock, par value
$0.0001 per share (the "shares"), of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Real Estate Income Fund
Inc., a Maryland corporation ("NRL"), at $19.89 per share, net to the seller in
cash (subject to applicable withholding of United States federal, state and
local taxes), on the terms and subject to the conditions set forth in the
Supplement No. 4 dated January 25, 2005 relating to the Offer to Purchase dated
September 10, 2004, as amended (the "Fourth Supplement"), Supplement No. 3 dated
October 26, 2004 relating to the Offer to Purchase dated September 10, 2004, as
amended (the "Third Supplement"), the Supplement No. 2 dated October 14, 2004
relating to the Offer to Purchase dated September 10, 2004, as amended (the
"Second Supplement"), the Supplement dated October 1, 2004 relating to the Offer
to Purchase dated September 10, 2004 (the "First Supplement"), the Offer to
Purchase dated September 10, 2004 (the "Offer to Purchase") and the related
letter of transmittal (which, together with any supplements or amendments
thereto, collectively constitute the "Offer").
Please furnish copies of the enclosed Fourth Supplement to those of your
clients for whom you hold shares registered in your name or in the name of your
nominee. The Fourth Supplement amends the Offer by extending the expiration date
to 5:00 P.M., New York City Time on Tuesday, May 24, 2005, unless further
extended, by reducing the number of shares being sought in the Offer from
1,825,000 to 1,615,000 and by providing additional information for NRL
stockholders with respect to the Offer.
CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 14 OF THE OFFER TO
PURCHASE.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 24, 2005, UNLESS THE OFFER IS FURTHER
EXTENDED.
In all cases, payment for shares accepted for payment pursuant to the Offer
will be made only after timely receipt by 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
REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING
FOR SUCH SHARES.
The Purchasers will not pay any fees or commissions to any broker or dealer
or other person (other than the information agent and the depositary, as
described in the Offer to Purchase) in connection with the solicitation of
tenders of shares pursuant to the Offer. However, the Purchasers will, on
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding copies of the enclosed Offer materials to your clients.
Questions and requests for additional copies of the enclosed material may
be directed to the information agent at its address and telephone number set
forth on the back cover of the Offer to Purchase.
Very truly yours,
MACKENZIE PARTNERS, INC.
Nothing contained herein or in the enclosed documents shall render you or
any other person the agent of the Purchasers, the depositary, the information
agent or any affiliate of any of them or authorize you or any other person to
give any information or use any document or make any statement on behalf of any
of them with respect to the Offer other than the Supplement, the documents
previously provided to you by us with respect to the Offer and the statements
contained therein.
