S-2. 16(a) Tax Matters.........................................................................................S 2.16(e) Review of Tax Returns...............................................................................S 2.18
S-2. 5. U.S. Depository and Paying Agent for Notes............................................................17 S 2.6. Transfer and Exchange of Notes........................................................................17 S 2.7. Change of Control Offer...............................................................................19
S-2. 8. Events of Default.....................................................................................26 S 2.9. Acceleration..........................................................................................27 S 2.10. Mergers and Consolidations............................................................................28 S 2.11. Supplemental Indentures...............................................................................28 S 2.12. Covenants.............................................................................................29 S 2.13. Defeasance and Covenant Defeasance....................................................................32 S 2.14. Subordination.........................................................................................32
S-2. ---------------------------------------------------------------- According to the records provided to us by the General Partner you currently own [XXX]% OF THE OUTSTANDING INTERESTS IN THE PARTNERSHIP We are offering to purchase your interest in the Partnership for $[XXX] CASH ---------------------------------------------------------------- GRAPE IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR THE PARTNERSHIP BEFORE SELLING YOUR INTERESTS TO GRAPE, PLEASE CONSIDER THE FOLLOWING SPECIAL FACTORS: - The Partnership's Annual Report for 1997 filed with the Securities and Exchange Commission ("SEC") on Form Annual Report on Form 10-K filed with the SEC ("10-K") reports net assets in liquidation as of December 31, 1997 of $27,394,000 or $5,268 per $10,000 of original investor subscription. (Net asset value represents the appraised value of the Partnership's properties, cash and all other assets less secured loans payable and all other liabilities.) Grape's adjusted net asset value reflects the Partnership's stated net asset value reduced by the administrative and tender offer costs associated with the Offer. A 9% discount factor is then applied to the adjusted net asset value to arrive at Grape's offer price of $2,350 for each .01 percent of interests, which is equal to approximately $4,500 per $10,000 of original investor subscription. - No independent person has been retained to evaluate or render any opinion with respect to the fairness of Grape's offer and no representation is made as to such fairness or other measures of value that may be relevant to the Limited Partners. We urge you to consult your own financial and tax advisors in connection with Xxxxx's offer. - Although Grape cannot predict the future value of the Partnership assets on a per Interest basis, the purchase price could differ significantly from the net proceeds that would be realized from a current sale of the Properties owned by the Partnership or from that which may be realized upon future liquidation of the Partnership. - Grape is making the offer with a view to making a profit. Accordingly, there is a conflict between Xxxxx's desire to acquire your Interests at a low price and your desire to sell your Interests at a high price. Xxxxx's intent is to acquire the Interests at a discount to the value Grape might ultimately realize from owning the Interests. - The tax consequences of the Offer to a particular Limited Partner may be different from those of other Limited Partners and we urge you ...
S-2. 24 Significant Customers and Suppliers..........................S 2.25 Permits......................................................S 2.26 Utilities....................................................S 2.27 Improper and Other Payments..................................S 8.3 Material Adverse Change......................................S 8.3(b) Employees....................................................S EXHIBIT RESPONSIBILITY ------- --------------
S-2. -------------------------------------------------------------------------------- According to the records provided to us by the General Partner you currently own [XXX]% OF THE OUTSTANDING INTERESTS IN THE PARTNERSHIP We are offering to purchase your interest in the Partnership for $[XXX] CASH -------------------------------------------------------------------------------- GRAPE IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR THE PARTNERSHIP BEFORE SELLING YOUR INTERESTS TO GRAPE, PLEASE CONSIDER THE FOLLOWING SPECIAL FACTORS:
S-2. ANNEX I The Proposed Amendments to 8 1/4% Senior Notes Indenture..................................... A-1 ANNEX II The Proposed Amendments to 9% Senior Subordinated Notes Indenture............................ A-14 SUMMARY Fort Howard has announced its offer to purchase for cash all of the Notes sxx xxxth below, and to solicit Consents with respect to the Notes, upon the terms and subject to the conditions set forth herein. Morgan Stanley has been designated as the exclusive Dealer Manager for xxx Xexxxx Xxfers and the Solicitation Agent for the Consent Solicitations. For your convenience, the Tender Offers are summarized below. The following summary is not intended to be complete and is qualified in its entirety by reference to the more detailed information included or incorporated by reference in this Offer to Purchase. Holders of the Notes are urged to read carefully this Offer to Purchase and the documents incorporated by reference in their entirety. Unless the context otherwise requires, all references herein to a Tender Offer shall be deemed to include the related Consent Solicitation. Each of the capitalized terms used in this Summary and not defined herein has the meaning set forth elsewhere in this Offer to Purchase. THE TENDER OFFERS SECURITIES TENDERED FOR: The following table sets forth for each Series of Notes, the applicable CUSIP number, outstanding aggregate principal amount, security description, Redemption Date or Maturity Date, Redemption Price or Maturity Price, Consent Payment, the Reference Security and the Fixed Spread to be used to calculate the Total Consideration therefor: Outstanding Redemption Aggregate Redemption Price or Principal Date or Maturity Consent Reference Fixed Amount Security Description Maturity Date Price Payment Security Spread ------------ -------------------------------- ------------- ---------- ------- ------------------------ ------ $100,000,000 8 1/4% Senior Notes due 2002 2/01/2002 $ 1,000.00 $ 15.00 6 1/4% due 2/28/2002 0.20% $450,000,000 9 1/4% Senior Notes due 2001 3/15/2001 $ 1,000.00 $ 15.00 6 3/8% due 3/31/2001 0.18% $618,097,000 9% Senior Subordinated Notes 2/01/1999 $ 1,045.00 $ 15.00 5 7/8% due 2/28/1999 0.05% due 2006 $298,500,000 10% Subordinated Notes 3/15/1998 $ 1,050.00 $ 15.00 6 1/8% due 3/31/1998 -- due 2003
S-2. PREAMBLE
S-2. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OFFER TO PURCHASE AETNA REAL ESTATE ASSOCIATES, L.P. UNITS FOR $12.50 CASH PER UNIT ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OAK IS NOT AN AFFILIATE OF THE GENERAL PARTNERS OR OF THE PARTNERSHIP. OAK'S OFFER Oak is offering to purchase your Units in the Partnership (as the term "Unit" is defined in the Partnership Agreement of Aetna Real Estate Associates, L.P. ("Partnership") for $12.50 cash per Unit, which amount will be reduced by any cash dividends or other distributions declared or paid from any source, by the Partnership after July 31, 1998, without regard to the record date or whether such dividends or other distributions are classified as a return on, or a return of, capital. THE OFFER IS FOR 2,500,000 UNITS, REPRESENTING APPROXIMATELY 19.6 PERCENT OF THE UNITS OUTSTANDING AS OF THE DATE OF THE OFFER. THE OFFER TO PURCHASE IS NOT CONDITIONED UPON THE VALID TENDER OF ANY MINIMUM NUMBER OF UNITS. IF MORE THAN 2,500,000 UNITS ARE VALIDLY TENDERED TO OAK, WE WILL ACCEPT UP TO 2,500,000 UNITS, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS IN THE OFFER. SPECIAL FACTORS Before selling your Units to Oak, please consider the following: - In the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 (the"1997 10-K") the Partnership stated:
S-2. 2 Stock Record Books, Stockholders - Capital Stock..........................................S 2.3 Minute Books, Officers and Directors......................................................S 2.7 Violations, Notices and Consents..........................................................S 2.8(a)(i) Financial Statements......................................................................S 2.8(a)(ii) Assets Not Transferred....................................................................S 2.8(b) Postclosing Indebtedness..................................................................S 2.9
