EXHIBIT (a)(4)
Offer to Purchase for Cash
Any And All Of The
Limited Partner Units
in
HALLWOOD REALTY PARTNERS, L.P.
for
$100.00 Net Per Unit
by
HIGH RIVER LIMITED PARTNERSHIP
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
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AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED.
May 1, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
High River Limited Partnership, a Delaware limited partnership
("Purchaser"), has commenced an offer to purchase any and all of the outstanding
limited partner units (the "Units"), of Hallwood Realty Partners, L.P. a
Delaware limited partnership (the "Partnership"), and the associated rights (the
"Rights") to purchase additional Units under the Unit Purchase Rights Agreement,
dated as of November 30, 1990, as amended, between the Partnership and EquiServe
Trust Company, N.A., as rights agent, at a purchase price of $100.00 per Unit
(the "Purchase Price"), net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the related Letter of Transmittal, including the Instructions thereto, as it may
be supplemented or amended from time to time (the "Letter of Transmittal" which,
collectively with the Offer to Purchase, constitute the "Offer"). Please furnish
copies of the enclosed materials to those of your clients for whom you hold
Units registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated May 1, 2003;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Units and for the information of your clients;
3. A form of letter that may be sent to your clients for whose account you
hold Units in your name or in the name of a nominee, with space provided for
obtaining such client's instructions with regard to the Offer;
4. Notice of Guaranteed Delivery with respect to Units;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelope addressed to American Stock Transfer & Trust Company,
the Depositary for the Offer.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
TIME, ON THURSDAY, MAY 29, 2003, UNLESS THE OFFER IS EXTENDED.
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Please note the following:
1. The Purchase Price is $100.00 per Unit, net to the seller in cash
without interest.
2. The Offer is being made for any and all outstanding Units of the
Partnership.
3. THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE GENERAL
PARTNER OF THE PARTNERSHIP.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
TIME, ON THURSDAY, MAY 29, 2003, WHICH DATE MAY BE EXTENDED.
5. The Offer is conditioned upon, among other things, redemption of the
Rights by the Partnership without instituting any similar rights plan, or
Purchaser being satisfied, in its sole discretion, that the Rights have been
invalidated or are otherwise inapplicable to the Offer. The Offer is also
subject to the other conditions set forth in the Offer to Purchase. See Sections
1 and 13 in the Offer to Purchase.
6. Tendering holders of Units ("Holders") whose Units are registered in
their own name and who tender directly to American Stock Transfer & Trust
Company, as depositary (the "Depositary"), will not be obligated to pay
brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Units by Purchaser pursuant to
the Offer. However, federal income tax backup withholding at a rate of 30% may
be required, unless an exemption is available or unless the required tax
identification information is provided. See the Letter of Transmittal.
7. In all cases, payment for Units 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 Units, (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. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE OF THE UNITS TO BE PAID BY PURCHASER REGARDLESS OF
ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH
UNITS.
In order to take advantage of the Offer, Certificates for all tendered
Units in proper form for transfer (or a Book-Entry Confirmation with respect to
all such Units), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or,
in the case of a Book-Entry transfer, an Agent's Message in lieu of the Letter
of Transmittal), and any other required documents must be received by the
Depositary, all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
Any Holder who desires to tender Units and whose certificates for Units are
not immediately available, or who cannot comply with the procedures for
Book-Entry transfer on a timely basis, or who cannot deliver all required
documents to the Depositary prior to the Expiration Date, may tender such Units
by following the procedures for guaranteed delivery set forth in Section 3 in
the Offer to Purchase.
Purchaser 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
Units pursuant to the Offer. However, Purchaser will, on request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding copies
of the enclosed offering materials to your clients.
Any inquiries you may have with respect to the Offer should be addressed to
D.F. King & Co., Inc., the Information Agent for the Offer, at 48 Wall Street,
New York, NY 10005, (212) 269-5550 (Call Collect). Requests for additional
copies of the enclosed materials may also be directed to the Information Agent
at the above address and telephone number.
Very truly yours,
High River Limited Partnership
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF PURCHASER, 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 ENCLOSED DOCUMENTS AND THE STATEMENTS
CONTAINED THEREIN.