EXHIBIT (a)(12)
Supplement to 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.
- --------------------------------------------------------------------------------
IMPORTANT
High River Limited Partnership, a Delaware limited partnership (the
"Purchaser", "we" or "us"), hereby supplements and amends its Offer to Purchase
dated May 1, 2003. We are offering to purchase any and all of the outstanding
limited partner units ("Units") in 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: (i) the Offer to Purchase dated May
1, 2003, (ii) this Supplement thereto (such Offer to Purchase as amended and
supplemented by this Supplement, the "Offer to Purchase") and (iii) the related
Letter of Transmittal (which collectively constitute the "Offer"). Unless the
context otherwise requires, capitalized terms used in this Supplement but not
defined herein shall have the meanings ascribed to them in the Offer to
Purchase.
For Information or for Further Assistance, Please Call the Information
Agent:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6426
The Offer to Purchase refers to a possible proxy or consent solicitation.
HOLDERS OF UNITS ARE ADVISED TO READ HIGH RIVER'S DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH ANY HIGH RIVER SOLICITATION OF PROXIES OR CONSENTS FROM HOLDERS
OF UNITS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Holders of Units and other interested parties may obtain, free of
charge, copies of any Preliminary Proxy Statement (when available) and any
Definitive Proxy Statement (when available) and any other documents filed by
High River with the SEC, at the SEC's Internet website at www.sec.gov and any
Definitive Proxy Statement (when available) will be available free of charge
from High River.
SUMMARY TERM SHEET
The response to the question WHO IS OFFERING TO BUY MY SECURITIES? is
hereby amended and restated in its entirety as follows:
Our name is High River Limited Partnership. We are a Delaware limited
partnership formed in 1991. The general partner of the company is an entity
controlled by Carl C. Icahn. High River owns 235,000 units representing limited
partner interests in Hallwood Realty Partners, L.P. or approximately 14.7% of
the outstanding units. See the "Introduction" and Section 10.
The first bullet in response to the question WHAT ARE THE MOST SIGNIFICANT
CONDITIONS TO THE OFFER? is hereby amended and restated in its entirety as
follows:
o We are not obligated to purchase any units if the Hallwood Realty
Partners, L.P. fails to redeem the rights of limited partners 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, without instituting
any similar rights plan, or if we are not satisfied in our reasonable
discretion that the rights have been invalidated or are otherwise
inapplicable to the offer. If the Partnership does not redeem the
rights in connection with the offer, without instituting any similar
rights plan, or if we are not satisfied in our reasonable discretion
that the rights have been invalidated or are otherwise inapplicable to
the offer, we may, if necessary, seek through the solicitation of
proxies, at a meeting of limited partners, or through the solicitation
of written consents, to remove the general partner of the Partnership
and to replace it with an affiliate of ours. We expect that such new
general partner will take all necessary action to redeem the rights
and thereby satisfy that condition. This offer does not constitute a
solicitation of proxies or consents. Any such solicitation which might
be made will be made pursuant to separate proxy or consent
solicitation materials complying with the requirements of Section
14(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.
The response to the question CAN I WITHDRAW PREVIOUSLY TENDERED UNITS? is
hereby amended and restated in its entirety as follows:
You may withdraw units at any time until the offer has expired and, if we
have not agreed by June 29, 2003 to accept your units for payment, you may
withdraw them at anytime after such time until we accept units for payment. See
Section 4.
The following disclosure is added at the end of the "Summary Term Sheet":
RISK FACTORS
Before deciding whether or not to tender any of your Units, you should
consider carefully the following risks and disadvantages of the offer:
CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER
We are making this offer with a view to making a profit. There is a
conflict between our desire to purchase your units at a low price and your
desire to sell your units at a high price. We determined our offer price without
negotiation with any other party, including the general or any limited partner.
LOSS OF FUTURE BENEFITS FROM YOUR OWNERSHIP OF UNITS
If you tender your units in response to our offer you will transfer to us
all right, title and interest in and to all of the units we accept, including
the right to participate in any future potential benefits represented by the
ownership of the
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units. Accordingly, you will not receive any future potential benefits from
units you sell to us, such as future distributions by your partnership and the
potential for appreciation in the value of the units you sell to us.
POSSIBLE FUTURE OFFER AT A DIFFERENT PRICE
It is possible that we may conduct an unrelated future offer for units and
that any such offer could be at a different price. Such a decision will depend
on, among other things, the performance of the partnership, prevailing economic
conditions and our interest in acquiring additional units.
RECOGNITION OF TAXABLE GAIN ON A SALE OF YOUR UNITS
Your sale of units for cash will be a taxable sale, with the result that
you will recognize taxable gain or loss measured by the difference between the
amount realized on the sale and your adjusted tax basis in the units of limited
partnership interest of your partnership you transfer to us. The "amount
realized" with respect to a unit of limited partnership interest you transfer to
us will be equal to the sum of the amount of cash received by you for the unit
sold pursuant to the offer plus the amount of partnership liabilities allocable
to the unit. The particular tax consequences for you of the sale will depend
upon a number of factors related to your tax situation, including your tax basis
in the units you transfer to us, whether you dispose of all of your units,
whether you have available suspended passive losses, credits or other tax items
to offset any gain recognized as a result of your sale of your units and your
status for tax purposes. Because the income tax consequences of tendering units
will not be the same for everyone, you should consult your own tax advisor to
determine the tax consequences of the offer to you. See Section 6.
SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.
The first paragraph of Section 2 is hereby amended and restated in its
entirety as follows:
Upon the terms and subject to the conditions of the Offer, Purchaser will
purchase by accepting for payment and will pay for Units validly tendered and
not withdrawn in accordance with the procedures specified in Section 4, promptly
following the Expiration Date in accordance with Rule 14e-1(c) of the Exchange
Act. A tendering beneficial owner of Units whose Units are owned of record by an
Individual Retirement Account or other qualified plan will not receive direct
payment of the Purchase Price; rather, payment will be made to the custodian of
such account or plan.
The sixth paragraph of Section 2 is hereby amended and restated in its
entirety as follows:
If any tendered Units are not accepted for payment for any reason or if
Unit Certificates are submitted for more Units than are tendered, Unit
Certificates evidencing unpurchased or untendered Units will be returned (or, in
the case of Units tendered by book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility pursuant to the procedures set forth in
Section 3, such Units will be credited to an account maintained at the
Book-Entry Facility), without expense to the tendering Holder, promptly
following the expiration, termination or withdrawal of the Offer in accordance
with Rule 14e-1(c) of the Exchange Act.
SECTION 3. PROCEDURE FOR TENDERING UNITS.
The paragraph under the heading Determination Of Validity; Rejection Of
Units; Waiver Of Defects; No Obligation To Give Notice Of Defects of Section 3
has been amended and restated in its entirety as follows:
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Units pursuant to the Offer
will be determined by Purchaser, in its sole discretion, which determination
shall be final and binding on all parties. Purchaser reserves the absolute right
to reject any or all tenders of Units determined by it not to be in proper form
or if the acceptance of or payment for those Units may, in the opinion of
Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to
waive any defect or irregularity in the tender of any Units of any particular
Holder whether or not similar defects or irregularities are waived in the case
of other Holders. Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal) will be final and binding on all
parties. No tender of Units will be deemed to have been validly made
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unless and until all defects and irregularities have been cured or waived.
Neither Purchaser, the Depositary nor any other person will be under any duty to
give notification of any defects or irregularities in the tender of any Units or
will incur any liability for failure to give any such notification.
SECTION 8. FUTURE PLANS OF PURCHASER.
The second paragraph of Section 8 is amended and restated as follows:
Pursuant to the Rights Condition, we are not obligated to purchase any
Units if the Partnership fails to redeem the Rights of limited partners 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 without instituting any similar rights plan, or
if Purchaser is not satisfied in its reasonable discretion that the Rights have
been invalidated or are otherwise inapplicable to the Offer. If the Partnership
does not redeem the Rights in connection with the Offer, we intend, if
necessary, to seek through the solicitation of proxies from limited partners, at
a meeting of limited partners, or through the solicitation of written consents
from limited partners, to remove the general partner of the Partnership and to
replace it with an affiliate of ours. We expect that such new general partner
will take all necessary action to redeem the Rights and thereby satisfy the
Rights Condition.
The fourth paragraph of Section 8 is amended and restated in its entirety
as follows:
Except to the extent set forth in the Offer to Purchase, Purchaser does not
have any present plans or proposals which relate to or would result in (but
reserves the right to engage in transactions that may relate to or result in) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Partnership or any of its subsidiaries; a purchase, sale or
transfer of a material amount of the Partnership's or any of its subsidiaries'
assets; any changes in composition of the Partnership's senior management or
personnel or any material term of the employment contract of any executive
officer; any changes in the Partnership's present capitalization, indebtedness
or dividend policy; or any other material changes in the Partnership's corporate
structure or business.
SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.
The first paragraph of Section 9 is amended and restated in its entirety as
follows:
Information contained in this Section 9 is based upon documents and reports
publicly filed by the Partnership. Purchaser has not independently verified the
accuracy or completeness of such information.
The second paragraph of Section 9 is amended and restated in its entirety
as follows:
The Partnership was organized under the laws of the State of Delaware. Its
principal executive offices are located at 3710 Rawlins, Suite 1500, Dallas,
Texas 75219-4298. The telephone number of the Partnership's principal executive
office is: (214) 528-5588.
SECTION 10. INFORMATION CONCERNING PURCHASER AND CERTAIN AFFILIATES OF
PURCHASER, PAST CONTACTS AND BACKGROUND OF THE OFFER.
The fifth paragraph of Section 10 is amended and restated in its entirety
as follows:
On April 23, 2003, Purchaser commenced a lawsuit in the Delaware Court of
Chancery against the Partnership, its general partner and the directors of the
general partner (collectively, the "Defendants"). Purchaser has filed a motion
for a preliminary injunction seeking, among other things, the entry of an order
enjoining the Defendants and their counsel, agents, employees and all persons
acting under, in concert with, or for them, from treating Purchaser as an
acquiring person under the Partnership's Unit Purchase Rights Agreement or
exercising the Partnership's rights plan under the Unit Purchase Rights
Agreement or issuing any rights or units thereunder pursuant to the terms of the
Unit Purchase Rights Agreement with respect to the Offer, thus removing the
threat of
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the rights plan so that Purchaser can proceed with the Offer. The Court has
scheduled a hearing on the motion for a preliminary injunction for June 24,
2003.
The sixth paragraph of Section 10 is amended and restated in its entirety
as follows:
The business address of the Purchaser and Barberry is 100 South Bedford
Road, Mount Kisco, New York 10549. The business address of Mr. Icahn is c/o
Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York, 10153.
The business telephone number of such persons is (212) 702-4300.
SECTION 11. SOURCE OF FUNDS.
The last sentence of Section 11 is amended and restated in its entirety as
follows:
Purchaser will obtain the funds necessary to complete the Offer from its
working capital.
SECTION 13. CONDITIONS OF THE OFFER.
The first and second paragraphs of Section 13 are amended and restated as
follows and clause (h) of the second paragraph of Section 13 has been deleted:
The Offer is conditioned upon, among other things: (i) redemption of the
Rights by the Partnership without instituting any similar rights plan, or
Purchaser being satisfied, in its reasonable discretion, that the Rights have
been invalidated or are otherwise inapplicable to the Offer (the "Rights
Condition"); and (ii) the Partnership`s general partner having agreed in writing
to consent to the admission of the Purchaser to the Partnership as a substituted
limited partner in accordance with the partnership agreement of the Partnership
and applicable law with respect to the Units to be purchased in the Offer (the
"Consent Condition"). The Purchaser has made a request to the general partner of
the Partnership to take the necessary actions to satisfy the Rights Condition
and the other conditions to the Offer.
Notwithstanding any other provision of the Offer, we shall not be required
to accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c) under the Exchange Act (relating to our obligation
to pay for or return tendered Units promptly after the termination or withdrawal
of the Offer), to pay for any Units, may postpone the acceptance for payment or
payment for tendered Units, and any, in our sole discretion, terminate or amend
the Offer as to any Units not then paid for if (i) at the Expiration Date, the
Rights Condition and the Consent Condition have not been satisfied or (ii) if on
or after the date of commencement of the Offer, and at or prior to the
Expiration Date, any of the following events shall occur:
The second to last paragraph of Section 13 is amended and restated in its
entirety as follows:
The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances giving rise to such
conditions or may be waived by Purchaser in whole or in part at any time and
from time to time prior to the Expiration Date in its sole discretion. Purchaser
will assert the conditions to the Offer only if they have not in fact been
satisfied. The determination as to whether any condition has occurred will be in
the reasonable judgment of Purchaser and will be final and binding upon all
parties.
HIGH RIVER LIMITED PARTNERSHIP
May __, 2003
Schedule I is amended as follows:
SCHEDULE I
Carl C. Icahn.
The last sentence of the paragraph following the heading "Carl C. Icahn" is
amended and restated in its entirety as follows:
Mr. Icahn's principal business address for the past five years and
currently is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York,
New York 10153.
Jordan Bleznick.
The paragraph following the heading "Jordan Bleznick" is amended and
restated in its entirety as follows:
Mr. Bleznick has been the Vice President-Taxes of Barberry Corp. since
March 2003. Mr. Bleznick has been the Vice President-Taxes of Starfire Holding
Corporation September 2002. He has been the Senior Tax Counsel for various
affiliates of Mr. Icahn since April 15, 2002. From March 2000 through March
2002, Mr. Bleznick was a partner in the New York City office of the law firm of
Piper Rudnick LLP, located at 1251 Avenue of the Americas, New York, New York
10020. From January 1994 through February 2000, he was a partner in the law firm
of Gordon Altman Weitzen Shalov and Wein, located at 114 West 47th Street, New
York, New York 10036. Mr. Bleznick's business address is Icahn Associates Corp.,
767 Fifth Avenue, 47th Floor, New York, New York 10153.
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and any other required documents should be
sent or delivered by each Holder or such Holder's broker, dealer, bank, trust
company or other nominee to the Depositary as set forth below.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Facsimile Transmission
(718) 234-5001
Confirm by Telephone
(718) 921-8200
Toll-Free: (800) 937-5449
By Hand: By Overnight Courier: By Mail:
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
New York, New York 10038 New York, New York 10038 New York, New York 10038
Questions and requests for assistance or for additional copies of the Offer
to Purchase and the Letter of Transmittal may be directed to the Information
Agent at its telephone number and address listed below. You may also contact
your broker, dealer, bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6426