Common use of S-2 Clause in Contracts

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: (1) cash distributions from rental and interest income (2) capital appreciation; and (3) preservation and protection of capital. In light of the relatively strong national real estate and capital markets, the General Partners are actively reviewing the potential sale of Properties. Any change in the length of a property's ownership period from that currently anticipated, could affect the real estate and leasing strategy to be followed at such property, which could alter the level of capital expenditures to be invested in the properties. These changes could affect the level of cash flow received by the Partnership, which might affect the level of quarterly cash distributions to Recognized Owners.

S-2. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OFFER TO PURCHASE AETNA REAL ESTATE ASSOCIATES, L.P. UNITS FOR ---------------------------------------------------------------- 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 $12.50 [XXX] CASH PER UNIT ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OAK ---------------------------------------------------------------- GRAPE IS NOT AN AFFILIATE OF THE GENERAL PARTNERS PARTNER OR OF THE PARTNERSHIPPARTNERSHIP 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. OAK'S OFFER Oak (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 offering then applied to purchase 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 Units own financial and tax advisors in connection with ▇▇▇▇▇'s offer. - Although Grape cannot predict the future value of the Partnership (as assets on a per Interest basis, the term "Unit" is defined in purchase price could differ significantly from the Partnership Agreement net proceeds that would be realized from a current sale 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, the Properties owned by the Partnership after July 31or 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, 1998, without regard there is a conflict between ▇▇▇▇▇'s desire to acquire your Interests at a low price and your desire to sell your Interests at a high price. ▇▇▇▇▇'s intent is to acquire the Interests at a discount to the record date 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 to consult your own tax advisor in connection with the Offer. - Limited Partners who sell their Interests will be giving up the opportunity to participate in any future potential benefits represented by ownership of Interests, including the right to participate in any future distribution of cash or property. - If the Purchaser is successful in purchasing more than 5.48 percent of the outstanding Interests, then, when added to Purchaser's existing Interests, Purchaser will own more than 10 percent of the outstanding Interests, which will put Purchaser a position to exert a strong influence upon the General Partner and the operation of the Partnership. Purchaser strongly believes that there are a number of qualified purchasers in the current market that would purchase 100 percent of the Partnership properties in a single transaction. Purchaser intends to actively encourage the General Partner to pursue an expeditious sale and if the General Partner does not pursue these options, Purchaser will consider taking appropriate action which may include attempting to replace the General Partner. (See Section 8 - "Future Plans") PURCHASE PRICE When you consider the illiquid market (which is essentially nothing more than a "matching service" that attempts to bring buyers and sellers together), the secondary cost of selling commissions, payment of the transfer fee, your annual cost of tax reporting, and the cost of a trustee if Interests are held in an IRA or pension plan, the sale of your Interests for $4,500 cash per original $10,000 investment may be a good choice for you despite the fact that the net asset value of the Partnership has been estimated by Grape at $5,173 per original $10,000 investment. NO SELLING COMMISSION Interests sold in the informal market "matching service" usually require payment of a selling commission of the greater of $200 or 6 percent. If you sell to Grape, you will NOT pay any selling commission. NO TRANSFER FEE Grape will be responsible for paying the $25 transfer fee. PAYMENT OF THE PURCHASE AMOUNT A cash payment for your Interest will be made to you within 10 business days following the Expiration Date provided Grape has received from you a properly completed and duly executed Agreement of Sale and assurances from the General Partner that the Seller's address will be changed to the Purchaser's address. The Purchasers may accept only a portion of the Interests tendered by a Seller in the event a total of more than 5,000 Interests are tendered. The purpose of the Offer is to allow the Purchaser to benefit from any one or a combination of the following: (i) any cash distributions, 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 from the following: - In operations in the ordinary course of the Partnership's Annual Report on Form 10-K for ; (ii) any distributions of net proceeds from the year ended December 31, 1997 sale of assets by the Partnership; (the"1997 10-K"iii) any distributions of net proceeds from the Partnership stated: (1) cash distributions from rental and interest income (2) capital appreciation; and (3) preservation and protection of capital. In light liquidation of the relatively strong national real estate and capital markets, Partnership; (iv) any cash from any redemption of the General Partners are actively reviewing the potential sale of Properties. Any change in the length of a property's ownership period from that currently anticipated, could affect the real estate and leasing strategy to be followed at such property, which could alter the level of capital expenditures to be invested in the properties. These changes could affect the level of cash flow received Interests by the Partnership, and (v) any proceeds that may be received from any action lawsuit by the Limited Partners of the Partnership, which might affect lawsuit relates to the level of quarterly cash distributions Partnership or its General Partner. Purchaser intends to Recognized Ownersactively encourage the General Partner to pursue an expeditious sale and if the General Partner does not pursue these options, Purchaser will consider taking appropriate action which may include attempting to replace the General Partner. (See Section 8 - "Future Plans").

S-2. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- INTRODUCTION -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- OFFER TO PURCHASE AETNA REAL ESTATE ASSOCIATES, L.P. COURTYARD BY MARRIOTT LIMITED PARTNERSHIP UNITS FOR $12.50 85,000 CASH PER UNIT ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OAK -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PALM IS NOT AN AFFILIATE OF THE GENERAL PARTNERS PARTNER OR OF THE PARTNERSHIP. OAK'S OFFER Oak is offering to purchase your Units in PARTNERSHIP ROLL-UP In a letter dated December 29, 1997, Host Marriott Corporation announced the potential consolidation ("Roll-Up") of six limited partnerships, including the Courtyard by Marriott Limited 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 into a single operating partnership. According to your General Partner, the primary intent of the Roll-Up is to provide limited partners with a liquidity alternative to their ownership of limited partnership units; HOWEVER, ASSUMING APPROVAL OF THE ROLL-UP, THE LIQUIDITY OPTION WILL MOST LIKELY NOT BE AVAILABLE TO THE LIMITED PARTNERS FOR APPROXIMATELY 18-24 MONTHS. UNTIL SUCH TIME, THERE WILL BE NO CASH ALTERNATIVE ASSOCIATED WITH THE ROLL-UP. In a letter dated April 16, 1998 to all limited partners, your General Partner indicated that it is exploring other strategic alternatives in addition to the proposed Roll-Up announced on December 29, 1997. Such alternatives include a transaction involving the Partnership's assets or a merger of the Partnership with an existing publicly traded company. SPECIAL FACTORS Before selling your Units to Palm, please consider the following: - No independent person has been retained to evaluate or render any cash dividends opinion with respect to the fairness of Palm's offer, and no representation is made as to such fairness or other distributions declared or paid measures of value that may be relevant to the Limited Partners. We urge you to consult your own financial advisor in connection with ▇▇▇▇'s offer. - Although Palm cannot predict the future value of the Partnership's assets on a per Unit basis, the Purchase Price could differ significantly from any source, the net proceeds that would be realized from a current sale of the Properties owned by the Partnership after July 31or that may be realized upon future liquidation of the Partnership - Palm is making the offer with a view to making a profit. Accordingly, 1998there is a conflict between the desire of Palm to acquire your Units at a low price and your desire to sell your Units at a high price. Palm's intention is to acquire the Units at a Purchase Price which will allow Palm to make a profit from its ownership of the Units. - The tax consequences of the Offer to a particular Limited Partner may be different from those of other Limited Partners, without regard and we urge you to consult your own tax advisor in connection with the record date Offer. - Limited Partners who sell their Units to Palm will be giving up the opportunity to participate in any future potential benefits of ownership of the Units such as distributions, proceeds from the sale or refinancing of the Partnership's Properties, or liquidation of the Partnership. The purpose of the Offer is to allow the Purchaser to benefit from any one or a combination of the following: (i) any cash distributions, 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 from the following: - In operations in the ordinary course of the Partnership's Annual Report on Form 10-K for ; (ii) any distributions of net proceeds from the year ended December 31, 1997 sale of assets by the Partnership; (the"1997 10-K"iii) any distributions of net proceeds from the Partnership stated: (1) cash distributions from rental and interest income (2) capital appreciation; and (3) preservation and protection of capital. In light liquidation of the relatively strong national real estate and capital markets, Partnership; (iv) any cash from any redemption of the General Units by the Partnership; (v) any proceeds that may be received from any action lawsuit by the Limited Partners are actively reviewing the potential sale of Properties. Any change in the length of a property's ownership period from that currently anticipated, could affect the real estate and leasing strategy to be followed at such property, which could alter the level of capital expenditures to be invested in the properties. These changes could affect the level of cash flow received by the Partnership, which might affect lawsuit relates to the level Partnership or its General Partner; and (vi) any stock or interest in an entity into which the Partnership may be merged. The Purchaser does not have any present plans or intentions to effect a change in management or with respect to a liquidation, sale of quarterly cash distributions to Recognized Ownersassets or refinancing of the Partnership's properties.