EXHIBIT (a)(5)
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
AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED.
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May 1, 2003
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 1,
2003 (the "Offer to Purchase") and 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") in connection with the Offer by High River Limited
Partnership, a Delaware limited partnership ("Purchaser"), 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.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF THE UNITS HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH UNITS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
UNITS HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf any or all of the Units held by us for your account, upon the terms
and subject to the conditions set forth in the Offer to Purchase. Your attention
is directed to the following:
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.
The Offer is being made only by the Offer to Purchase and the related
Letter of Transmittal and any amendments or supplements thereto, and is being
made to all Holders of the Units. The Offer is not being made to (nor will
tenders be accepted from or on behalf of) Holders of Units in any jurisdiction
where the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of the Units held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
Units, all such Units will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.
INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
Any And All Of The
Limited Partner Units
in
HALLWOOD REALTY PARTNERS, L.P.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated May 1, 2003, and 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") in connection with the Offer by High River Limited
Partnership, a Delaware limited partnership ("Purchaser"), 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.
This will instruct you to tender to Purchaser the number of Units indicated
below (or, if no number is indicated below, all Units) which are held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Units to be Tendered*
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Account No.:
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Signature(s):
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Dated:
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Print Name(s):
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Address(es):
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Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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* Unless otherwise indicated, it will be assumed that all Units held
by us for your account are to be tendered.