-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArqS0qockJwsaRPLxHlX1d+fx4Op+o+2hC+XuquwXJgW1ehmnx1ed7dBdO18+X0W 7iLOs6zi9+zkkheH2k3rKA== 0000928475-03-000053.txt : 20030501 0000928475-03-000053.hdr.sgml : 20030501 20030501120443 ACCESSION NUMBER: 0000928475-03-000053 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20030501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44328 FILM NUMBER: 03675693 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-44328 FILM NUMBER: 03675694 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC TO-T 1 april29.txt HALLWOOD REALTY PARTNERS, L.P. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE TO (Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 -------------------------- HALLWOOD REALTY PARTNERS, L.P. (Name of Subject Company (Issuer)) High River Limited Partnership Barberry Corp. Carl C. Icahn (Names of Filing Persons (Offerors)) Units Representing Limited Partner Interests (Title of Class of Securities) 40636T203 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Associate General Counsel Legal Department, Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) CALCULATION OF FILING FEE Transaction Valuation*: $135,894,800 Amount of Filing Fee**: $10,993.89 * Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding units representing limited partner interests in Hallwood Realty Partners, L.P., including associated rights to purchase additional units under the Unit Purchase Rights Agreement dated as of November 30, 1990, as amended, between Hallwood Realty Partners, L.P. and EquiServe Trust Company, N.A., as rights agent, at a price per unit of $100.00 in cash, less the 235,000 units held by High River Limited Partnership. As of March 14, 2003, there were 1,593,948 units outstanding (based upon the Issuer's Form 10-K filing, filed with the Securities and Exchange Commission for the year ended December 31, 2002). ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as supplemented by Securities Exchange Commission Fee Rate Advisory #11 for Fiscal Year 2003, equals .00008090 multiplied by the value of the transaction. // Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: Not applicable Filing Party: Not applicable Form or registration no.: Not applicable Date Filed: Not applicable / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /x/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. /x/ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 235,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 235,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* PN COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 235,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 235,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* CO COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 235,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 235,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* IN This Tender Offer Statement on Schedule TO relates to the third-party tender offer by High River Limited Partnership, a Delaware limited partnership ("Purchaser") 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 the Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2), 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"). All information set forth in the Offer, including all schedules and annexes thereto, is incorporated by reference in answer to Items 1-9 and 11 in this Schedule TO, except as otherwise set forth below. ITEM 10. FINANCIAL STATEMENTS. Not applicable. ITEM 12. EXHIBITS (a)(1) Offer to Purchase, dated May 1, 2003 (2) Form of Letter of Transmittal (3) Notice of Guaranteed Delivery (4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (7) Summary Advertisement as published on May 1, 2003 (8) High River Limited Partnership, Plaintiff, v. Hallwood Realty, LLC, Anthony J. Gumbiner, William J. Guzzetti, Alan G. Crisp, William F. Forsyth, and Edward T. Story, Defendants, And Hallwood Realty Partners, L.P., Nominal Defendant., filed April 23, 2003 in Court of Chancery of the State of Delaware, New Castle County (9) Press Release issued by Purchaser on April 23, 2003 (10) Unit Purchase Agreement, dated as of March 1, 2003, by and among, Purchaser and Gotham Partners, L.P., Gotham Partners III, L.P. and Gotham Holdings II, LLC (b) None. (d) None. (g) None. (h) None. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HIGH RIVER LIMITED PARTNERSHIP By: Barberry Corp., its general partner /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory BARBERRY CORP. /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory /s/ Carl C. Icahn Carl C. Icahn Date: May 1, 2003 EX-99.1 3 exhibta1offer.txt EXHIBIT(A)(1) OFFER TO PURCHASE Exhibit (a)(1) 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 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED. A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES (i) THROUGH (iii). YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE DECIDING WHETHER TO TENDER YOUR UNITS. IMPORTANT High River Limited Partnership, a Delaware limited partnership (the "Purchaser", "we" or "us"), is 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 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"). As a result of Carl C. Icahn's relationship with Purchaser, he may be deemed to be a "co-bidder" with Purchaser. Purchaser is paying no soliciting dealer fees or other payments to brokers for tenders. This Offer is not conditioned on financing. If you wish to tender all or any portion of your Units, you must take the steps set forth in either (1) or (2) prior to the expiration of the Offer: (1) (a) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have your signature thereon guaranteed if required by Instruction 2 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or such facsimile), or, in the case of a book-entry transfer effected pursuant to the procedure set forth in Section 3 of this Offer to Purchase, an Agent's Message, and any other required documents to the depositary for the Offer; and (b) deliver the certificates for such Units to the Depositary along with the Letter of Transmittal (or such facsimile) or deliver such Units pursuant to the procedures for book-entry transfer set forth in Section 3; or (2) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. 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 This 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 We are offering to purchase all of the outstanding units representing limited partner interests in Hallwood Realty Partners, L.P. for $100.00 per unit in cash. The following are some of the questions that you, as a holder of the units, may have and the answers to those questions. We urge you to carefully read the remainder of this offer to purchase and the letter of transmittal because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this offer to purchase and the letter of transmittal. WHO IS OFFERING TO BUY MY SECURITIES? 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. See the "Introduction" and Section 10. WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? We are offering to purchase all of the outstanding units representing limited partner interests in Hallwood Realty Partners, L.P. and the associated 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. See the "Introduction" and Section 1. HOW MUCH ARE YOU OFFERING TO PAY, WHAT IS THE FORM OF PAYMENT AND WILL I HAVE TO PAY ANY FEES OR COMMISSIONS? We are offering to pay $100.00 per unit, net to you, in cash. If you are the record owner of your units and you tender your units to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your units through a broker or other nominee, and your broker tenders your units on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See the "Introduction." DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? Yes. We are able to provide 100% of the required funds from our working capital without financing. See Section 11. IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER? We do not think our financial condition is relevant to your decision whether to tender in the offer because the form of payment consists solely of cash and we have all of the funds necessary to complete the offer. See Section 11. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? You will have at least until 12:00 midnight, New York City time, on May 29, 2003 to tender your units in the offer. Further, if you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use the guaranteed delivery procedure described in Section 3 of the offer. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? i We can extend the offer from time to time and for any reason. For example, we may extend the offer in the following circumstances: o If any of the conditions to the offer have not been satisfied or waived, we can extend the offer until such time as they are satisfied or waived; or o We may extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff or as required by applicable law. See Section 5. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will inform American Stock Transfer & Trust Company (which is the depositary for the offer) of that fact, and will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 5. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? 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 sole 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 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. o We are not obligated to purchase any units if there is litigation seeking to enjoin us from purchasing Units. o We are not obligated to purchase any units if the Partnership has sold or otherwise disposed of any of its material assets, or agreed to do so. o We are not obligated to purchase any units if the general partner of Hallwood Realty Partners, L.P. has not consented to our admission as a substituted limited partner in the Partnership with respect to the units to be purchased by us in the offer. The offer is subject to other conditions. See Section 13. WHAT ARE YOUR PURPOSES FOR THE OFFER AND PLANS FOR THE PARTNERSHIP AFTER THE OFFER IS CONSUMMATED? The purpose of the offer is to enable us to increase our ownership interests in Hallwood Realty Partners, L.P. and possibly be in a position to acquire control of it. If successful, we may seek to remove ii the general partner of Hallwood Realty Partners, L.P. and to replace it with an affiliate of ours. In that connection, we would also seek to replace all affiliates of the existing general partner with respect to all of the positions and relationships such affiliates have with Hallwood Realty Partners, L.P. Under the partnership agreement of Hallwood Realty Partners, L.P., removal of the general partner requires the vote or consent of two-thirds of the outstanding units. HOW DO I TENDER MY UNITS? To tender units, you must deliver the certificates representing your units and the associated rights to purchase additional units under the Unit Purchase Rights Agreement, together with a completed letter of transmittal, to American Stock Transfer & Trust Company, the depositary for the offer, not later than the time the tender offer expires. If you hold your units in street name, your nominee can tender the units through The Depository Trust Company. If you have lost your certificate, please contact the Partnership's transfer agent immediately in order to obtain new certificates. The transfer agent is EquiServe Trust Company N.A. and may be reached at (800) 730-6001. If you cannot get any document or instrument that is required to be delivered to the depositary by the expiration of the tender offer, you may get a little extra time to do so by having a broker, a bank or other eligible institution guarantee that the missing items will be received by the depositary within three American Stock Exchange trading days after the date of the notice of guaranteed delivery. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Section 3. CAN I WITHDRAW PREVIOUSLY TENDERED UNITS? You may withdraw units at any time until the offer has expired and, if we have not agreed by May 29, 2003 (or such later date as may apply if the offer is extended) to accept your units for payment, you may withdraw them at anytime after such time until we accept units for payment. See Section 4. HOW DO I WITHDRAW PREVIOUSLY TENDERED UNITS? To withdraw units, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw the units. See Section 4. WHAT IS THE MARKET VALUE OF MY UNITS AS OF A RECENT DATE? On April 22, 2003, the last trading day before we publicly announced our intention to make the tender offer, the closing price of the units of Hallwood Realty Partners, L.P. reported on the American Stock Exchange was $86.50 per unit. On April 30, 2003, the last trading day before we commenced the tender offer, the closing price of the units of Hallwood Realty Partners, L.P. reported on the American Stock Exchange was $100.00 per unit. We advise you to obtain a recent quotation for units of Hallwood Realty Partners, L.P. in deciding whether to tender your units. See Section 12. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call D.F. King & Co., Inc. at (800) 290-6426 (toll free). D.F. King & Co., Inc. is acting as the information agent for our tender offer. See the back cover of this offer to purchase. iii Table of Contents Page SUMMARY TERM SHEET.............................................................i INTRODUCTION...................................................................1 Section 1. TERMS OF THE OFFER..................................................2 Section 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS........................2 Section 3. PROCEDURE FOR TENDERING UNITS.......................................3 Section 4. WITHDRAWAL RIGHTS...................................................6 Section 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT..................7 Section 6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS..................9 Section 7. EFFECTS............................................................11 Section 8. FUTURE PLANS OF PURCHASER..........................................12 Section 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.....................13 Section 10. INFORMATION CONCERNING PURCHASER AND CERTAIN AFFILIATES OF PURCHASER, PAST CONTACTS AND BACKGROUND OF THE OFFER..............14 Section 11. SOURCE OF FUNDS...................................................15 Section 12. PRICE RANGE OF UNITS..............................................15 Section 13. CONDITIONS OF THE OFFER...........................................16 Section 14. CERTAIN LEGAL MATTERS.............................................18 Section 15. FEES AND EXPENSES.................................................18 Section 16. MISCELLANEOUS.....................................................19 iv To the Holders of Units in Hallwood Realty Partners, L.P. INTRODUCTION High River Limited Partnership, a Delaware limited partnership (also referred to in this Offer to Purchase as the "Purchaser", "we" or "us") hereby offers to purchase from unit holders ("Holders") all of the outstanding 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 (the "Unit Purchase Rights Agreement"), 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, 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"). Unless the context otherwise requires, all references to the Units shall include the Rights and all references to the Rights shall include all benefits that may inure to the holders of Rights pursuant to the Unit Purchase Rights Agreement. Unless separate certificates for the Rights are issued, the tender of Units will also constitute a tender of the associated Rights. Purchaser has retained D.F. King & Co., Inc. to act as Information Agent (the "Information Agent") and American Stock Transfer & Trust Company to act as Depositary (the "Depositary") in connection with the Offer. Purchaser will pay all charges and expenses in connection with the services of the Information Agent and the Depositary. The Offer is subject to the conditions set forth in Section 13 "Conditions of the Offer", including the Rights Condition (as defined in Section 13). If the Partnership does not redeem the Rights in connection with the Offer, without instituting any similar rights plan, or Purchaser is not satisfied 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 the Rights 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 "EXCHANGE ACT"). Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more persons affiliated with Purchaser, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering Holders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. Tendering Holders whose Units are registered in their own names and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 10 of the Letter of Transmittal, stock transfer taxes on the purchase of Units by us pursuant to the Offer. Holders who hold their Units through banks or brokers should check with those institutions as to whether they charge any service fees. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Section 1 TERMS OF THE OFFER. Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept (and thereby purchase) all outstanding Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 4 "Withdrawal Rights". For purposes of the Offer, the term "Expiration Date" shall mean 12:00 midnight, New York City time, on May 29, 2003, unless Purchaser in its sole discretion shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by Purchaser, shall expire. See Section 5 "Extension of Tender Period; Termination; Amendment", for a description of Purchaser's right to extend the period of time during which the Offer is open and to amend or terminate the Offer. If, prior to the Expiration Date, Purchaser increases the consideration offered to Holders pursuant to the Offer, the increased consideration will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions of the Offer. Except as otherwise specified in Section 13 hereof, Purchaser reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. The Offer is not conditioned on financing. Section 2 ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. 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, as promptly as practicable following the Expiration Date. 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. In all cases, payment for Units tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: (i) certificates evidencing such Units (the "Unit Certificates,") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Units, if such procedure is available, into the Depositary's account at The Depositary Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 4; (ii) the Letter of Transmittal, properly completed and duly executed with the required signature guarantees, if any, or an Agent's Message (as defined below) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message from the Book-Entry Transfer Facility transmitted to, and received by, the Depositary forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Units that are the subject of the Book-Entry Confirmation that: (i) 2 the participant has received and agrees to be bound by the terms of the Letter of Transmittal and (ii) Purchaser may enforce such agreement against the participant. For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Units validly tendered and not properly withdrawn if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance of such Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from Purchaser and transmitting those payments to Holders whose Units have been accepted for payment. Under no circumstances will interest on the purchase price for Units be paid, regardless of any extension of the Offer or any delay in making such payment. If any tendered Units are not purchased for any reason, the Letter of Transmittal shall be effective to transfer to Purchaser only that number of the Holder's Units as is accepted for payment and thereby purchased by Purchaser. If, for any reason, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to Purchaser's rights under Section 13, the Depositary may, nevertheless, on behalf of Purchaser retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Holders are entitled to withdrawal rights as described in Section 4; subject, however, to Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Holders the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. 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, as promptly as practicable following the expiration, termination or withdrawal of the Offer. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more persons affiliated with Purchaser, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering Holders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. Section 3 PROCEDURE FOR TENDERING UNITS. Valid Tender. Except as set forth below, in order for Units to be validly tendered pursuant to the Offer, the Letter of Transmittal, properly completed and duly executed, together with the required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Units, and any other documents required by the Letter of Transmittal, must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either: (i) Unit Certificates evidencing tendered Units must be received by the Depositary at such address or such Units must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date; or (ii) the guaranteed delivery procedures described below must be complied with. Tender of fractional Units will not be permitted, except by a Holder who is tendering all of the Units owned by that Holder. No alternative, conditional or contingent tenders will be accepted. 3 Book-Entry Transfer. The Depositary will establish an account with respect to the Units at the Book-Entry Transfer Facility for purposes of the Offer promptly following the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Units by causing the Book-Entry Transfer Facility to transfer such Units into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Units may be effected through book-entry transfer at the Book-Entry Transfer Facility, the Letter of Transmittal properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedures described below must be complied with. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. THE METHOD OF DELIVERY OF UNIT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. Signature guarantee is required on ALL Letters of Transmittal other than tenders by an eligible institution. The signature must be guaranteed by an eligible institution such as a brokerage firm, commercial bank, trust company, national bank, credit union, or other institution, that is participating in a Medallion Program such as the Securities Transfer Association Inc. (STA) approved Medallion Program (each of the foregoing constituting an "Eligible Institution"). Having a signature notarized is not a substitute for a Medallion Guarantee. If the Unit Certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to a person other then the registered holder, the Unit Certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name of the registered holder appears on such unit certificate, with the signatures on each certificate or stock powers guaranteed as aforesaid. If Unit Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Guaranteed Delivery. If a Holder desires to tender Units pursuant to the Offer and such Holder's Unit Certificates are not immediately available, or such Holder cannot deliver the Unit Certificates and all other required documents to reach the Depositary on or prior to the Expiration Date, or such Holder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Units may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) such tender is made by or through an Eligible Institution; 4 (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form made available by Purchaser is received by the Depositary as provided below on or prior to the Expiration Date; and (iii) the Unit Certificates (or a Book-Entry Confirmation), representing all tendered Units in proper form for transfer, together with the Letter of Transmittal properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any other documents required by the Letter of Transmittal are received by the Depositary within three AMEX trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the Holder owns the Units tendered within the meaning of, and that the tender of the Units effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in such Notice of Guaranteed Delivery. Notwithstanding any other provision hereof, payment for Units accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Unit Certificates for, or of Book-Entry Confirmation with respect to, such Units, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter of Transmittal. Appointment As Proxy. By executing a Letter of Transmittal, a tendering Holder irrevocably appoints Purchaser, and any designees of Purchaser as the Holder's true and lawful agents and attorneys-in-fact and proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of the Holder's rights with respect to the Units tendered by the Holder and accepted for payment by Purchaser. Purchaser, and the designees of Purchaser will, as to those Units, be empowered to exercise all voting and other rights with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of-attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partner of the Partnership, to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units and is irrevocable. Such appointment is subject to and effective upon acceptance for payment of the Units tendered by the Holder. Upon such acceptance for payment, all prior proxies given by the Holder with respect, to the Units to persons other than Purchaser and its affiliates, will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). By executing the Letter of Transmittal, a tendering Holder of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be fully and completely transferred to Purchaser and voted in accordance with the directions of Purchaser. Distribution of Rights. Holders of Units will by required to tender one Right for each Unit tendered to effect a valid tender of a Unit. Currently the Rights are represented by and transferred with the Units. Unless and until separate Rights certificates are issued in accordance with the terms of the Unit Purchase Rights Agreement, a tender of Units will constitute a tender of the associated Rights. If separate rights certificates are issued in respect of the Rights, then certificates representing a number of Rights equal to the number of Units being tendered must be delivered to the Depositary in order for the Units to be validly tendered in accordance with the procedures described in this Section 3. THE PURCHASER 5 WILL NOT PAY ANY ADDITIONAL CONSIDERATION FOR THE RIGHTS TENDERED PURSUANT TO THE OFFER. Determination Of Validity; Rejection Of Units; Waiver Of Defects; No Obligation To Give Notice Of Defects. 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 or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any Units and to waive any defect or irregularity in any tender with respect to any Units of any particular Holder. 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 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. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 30% with respect to payment of the Purchase Price, a tendering Holder must provide Purchaser with the Holder's correct taxpayer identification number by completing the Substitute Form W-9 included in the Letter of Transmittal. (See Section 6 "Certain Federal Income Tax Consequences to Holders" and the Instructions to the Letter of Transmittal.) FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership liabilities allocable to each Unit purchased, each tendering Holder must complete the FIRPTA Affidavit included in the Letter of Transmittal certifying the Holder's taxpayer identification number and address and that the Holder is not a foreign person. (See Section 6 "Certain Federal Income Tax Consequences to Holders" and the Instructions to the Letter of Transmittal). A tender of Units pursuant to any of the procedures described above and the acceptance for payment of such Units will constitute a binding agreement between the tendering Holder and Purchaser on the terms set forth in the Offer. Section 4 WITHDRAWAL RIGHTS. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after June 29, 2003. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn, the number of Units to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Units. If Unit Certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Units have been tendered for the account of an Eligible Institution. If Units have been tendered pursuant to the procedure for book-entry 6 transfer as set forth in Section 3 any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Units. If purchase of, or payment for, Units is delayed for any reason or if Purchaser is unable to purchase or pay for Units for any reason, then, without prejudice to Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4; subject, however, to Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Holders the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties. Neither Purchaser, the Depositary nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Section 5 EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. If, on or prior to the Expiration Date, any or all of the conditions of the Offer have not been satisfied or waived, Purchaser reserves the right to: (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Holders; (ii) waive all the unsatisfied conditions (subject to the terms of Section 13 hereof) and, subject to complying with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), purchase all Units validly tendered; (iii) extend the Offer and, subject to the right of Holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended and (iv) amend the Offer. Notice of any such extension, waiver, termination or amendment will be disseminated to Holders as promptly as practicable by public announcement thereof. In the case of an extension of the Offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act. If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Units) is delayed in its payment for Units or is unable to pay for Units pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may retain tendered Units and those Units may not be withdrawn except to the extent tendering Holders are entitled to withdrawal rights as described in Section 4; subject, however, to Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Holders the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. If Purchaser makes a material change in the terms of the Offer, or if it waives a material condition to the Offer, Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(d) and 14e-1under the Exchange Act. The minimum period during which an offer must remain open following any material change in the terms of an offer, other than a change in price or a change in percentage of securities sought or a change in any dealer's soliciting fee, 7 will depend upon the facts and circumstances, including the materiality of the change. The maximum period during which an offer must remain open following material changes in the terms of such offer or information concerning such offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In the Commission's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to shareholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to an increase or decrease in price or, subject to certain limitations, an increase or decrease in the percentage of securities sought or a change in any dealer's soliciting fee, a minimum of ten business days from the date of such change is generally required to allow for adequate dissemination to holders of Units. As used in the Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Pursuant to Rule 14d-11 under the Exchange Act, we may, if all the conditions to the Offer have been satisfied or waived, subject to certain conditions, provide a subsequent offering period from three to 20 business days in length following the Expiration Date ("Subsequent Offering Period"). A Subsequent Offering Period would be an additional period of time, following the expiration of the Offer and the purchase of Units in the Offer, during which Holders may tender Units not tendered in the Offer. A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which already will have been completed. During a Subsequent Offering Period, tendering Holders will not have withdrawal rights and we will promptly purchase and pay for any Units tendered at the same price paid in the Offer. Rule 14d-11 provides that we may provide a Subsequent Offering Period so long as, among other things: (i) the initial 20-business day period of the Offer has expired; (ii) we offer the same form and amount of consideration for Units in the Subsequent Offering Period as in the initial Offer, (iii) we accept and promptly pay for all securities tendered during the Offer prior to its expiration; (iv) we announce the results of the Offer, including the approximate number and percentage of Units deposited in the Offer, no later than 9:00 a.m. Eastern time on the next business day after the Expiration Date and immediately begin the Subsequent Offering Period; and (v) we immediately accept and promptly pay for Units as they are tendered during the Subsequent Offering Period. We will be able to provide a Subsequent Offering Period if we satisfy the conditions above, after May 29, 2003. In addition, we may extend any initial Subsequent Offering Period by any period or periods, provided that the aggregate of the Subsequent Offering Periods (including extensions thereof) is no more than 20 business days. In a public release, the Commission expressed the view that inclusion of a Subsequent Offering Period would constitute a material change to the terms of the Offer and would require the Purchaser to disseminate new information to Holders in a manner reasonably calculated to inform them of such change sufficiently in advance of the Expiration Date. The Commission has provided further guidance that the inclusion of a Subsequent Offering Period would not constitute a material change to the terms of the Offer if: (i) the initial offer materials disclosed that a Subsequent Offering Period may be provided and describes what a Subsequent Offering Period is; (ii) in the notice announcing the results of the initial offering period required by Rule 14d-11(d), the Subsequent Offering Period is announced and begun and (iii) the bidder has definitively determined to provide a Subsequent Offering Period or is contractually obligated to do so. In the event we elect to include a Subsequent Offering Period, we will notify Holders of the Partnership in a manner consistent with the requirements of the Commission. We may, in our sole discretion, provide a Subsequent Offering Period regardless of whether the events or the facts set forth in Section 13 have occurred. Pursuant to Rule 14d-7 under the Exchange Act, no withdrawal rights apply to Units tendered during a Subsequent Offering Period 8 and no withdrawal rights apply during the Subsequent Offering Period with respect to Units tendered in the Offer and accepted for payment. The same consideration will be paid to Holders tendering Units in the Offer or in a Subsequent Offering Period, if one is included. Section 6 CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS. The following summarizes certain of the federal income tax consequences of a sale of Units pursuant to the Offer by a typical Holder. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations thereunder, administrative rulings, practice and procedures and judicial authority, all as of the date of the Offer. All of the foregoing is subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a particular Holder in light of such Holder's specific circumstances or to certain types of Holders subject to special treatment under the federal income tax laws (for example, foreign persons, dealers in securities, banks, insurance companies and tax-exempt organizations), nor (except as otherwise expressly indicated) does it describe any aspect of state, local, foreign or other tax laws. Sales of Units pursuant to the Offer will be taxable transactions for federal income tax purposes, and also may be taxable transactions under applicable state, local, foreign and other tax laws. Holders should consult their respective tax advisors as to the particular tax consequences to each such Holder of selling units pursuant to the Offer. In general, a Holder will recognize gain or loss on a sale of Units pursuant to the Offer equal to the difference between: (i) the Holder's "amount realized" on the sale; and (ii) the Holder's adjusted tax basis in the Units sold. The "amount realized" with respect to a Unit will be a sum equal to the amount of cash received by the Holder for the Unit pursuant to the Offer (that is, the Purchase Price) plus the Holder's share of the Partnership's liabilities allocable to the Units (as determined under Code Section 752). The amount of a Holder's adjusted tax basis in such Units will vary depending upon the Holder's particular circumstances. Generally, a Holder's basis in the Units will be equal to cash paid for such Units, increased by: (i) his share of the Partnership's liabilities allocable to the Unit (as determined under Code Section 752); and (ii) his share of items of partnership income and gain, and reduced, but not below zero, by: (a) his share of items of Partnership loss and deduction; and (b) any cash distributions received by such Holder from the Partnership. If a Holder tenders pursuant to the Offer less than all of his or her Units, then such Holder's adjusted tax basis in Units is determined by allocating between the tendered Units and the Units retained. Generally, the IRS takes the position that a partner has a single aggregate basis in all of the partner's partnership interests and that, to determine gain or loss upon a sale of a part of such partnership interests, the portion of the partner's basis allocated to the interests being sold equals the partner's share of partnership liabilities transferred in the sale plus the partner's aggregate tax basis (excluding basis attributable to partnership liabilities) multiplied by the ratio of the fair market value of the interests sold to the fair market value of all of the partner's partnership interests. It is not clear whether the IRS's ruling position applies to interests in publicly traded partnerships represented by separate certificates. The gain or loss recognized by a Holder on a sale of a Unit pursuant to the Offer generally will be treated as a capital gain or loss if (as is generally expected to be the case) the Unit was held by the Holder as a capital asset. That capital gain or loss will be treated as long-term capital gain or loss if the tendering Holder's holding period for the Unit exceeds 12 months. Under current law, long-term capital gains of individuals and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 20%, whereas the maximum marginal federal income tax rate for ordinary income of such persons is 38.6%. Corporate taxpayers are taxed at a maximum federal income tax rate of 35% on both long-term 9 capital gains and ordinary income. Capital losses are deductible only to the extent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Excess capital losses generally can be carried forward to succeeding years (a corporation's carry forward period is five years and a non-corporate taxpayer may carry forward such losses indefinitely); in addition, a corporation is permitted to carry back excess capital losses to the three preceding taxable years, provided the carryback does not increase or produce a net operating loss for any of those years. If any portion of the amount realized by a Holder is attributable to "unrealized receivables" (which includes depreciation recapture) or "inventory" as defined in Code Section 751 ("Section 751 Property"), then a portion of the Holder's gain or loss will be ordinary rather than capital. A tendering Holder will be allocated a portion of the Partnership's taxable income or loss for the year of sale with respect to the Units sold in accordance with the provisions of the partnership agreement concerning transfers of Units. Such allocation and any cash distributed by the Partnership to the Holder for that year will affect the Holder's adjusted tax basis in Units and, therefore, the amount of such Holder's taxable gain or loss upon a sale of Units pursuant to the Offer. Under Code Section 469(k), the passive activity rules apply separately to items attributable to each publicly traded partnership such as the Partnership. Therefore, under Code Section 469, a non-corporate taxpayer or personal service corporation generally can deduct "passive activity losses" (if any) from a publicly traded partnership or loss on a sale of Units in any year only to the extent of the person's passive activity income for that year from such publicly traded partnership. Closely held corporations may not offset such losses against so-called "portfolio" income from any publicly traded partnerships or other sources. To the extent that the Partnership incurred losses or a Holder disposed of Units at a loss, Holders may have "suspended" passive activity losses from the Partnership (i.e., post-1986 net taxable losses in excess of statutorily permitted "phase-in" amounts and which have not been used to offset income from the Partnership). If a Holder sells Units pursuant to the Offer and after the Expiration Date, the Holder owns no Units, either actually or constructively (within the meaning of Code Sections 267(b) or 707(b)(1)), any "suspended" losses (if any) and any losses realized by the Holder upon the sale of the Units, will first be allowed as a deduction against any other net passive gain to the Holder from the sale of the Units and any other net passive activity income attributable to the Units or other passive activity investments, and the balance of any "suspended" net losses (if any) from the Units will no longer be subject to the passive activity loss limitation and, therefore, will be deductible by such Holder against his other income (subject to any other applicable limitations). If a Holder who participates in the Offer owns, either actually or constructively, Units after the Expiration Date, a loss recognized by that Holder will be allowed as a deduction (subject to other applicable limitations) only to the extent of the Holder's passive income from the Partnership for that year, and if a gain is recognized by a Holder upon the sale of Units, such Holder's current or "suspended" passive activity losses (if any) from the Partnership will be allowed as a deduction against such gain. If such Holder subsequently disposes of his Units in a taxable transaction, and, as a result, no longer owns any Units, then any remaining "suspended" losses and any losses realized by the Holder upon the sale of Units will generally be allowed in the manner provided in the preceding paragraph. Holders who tender Units may be subject to 30% backup withholding unless those Holders provide a taxpayer identification number ("TIN") and certify that the TIN is correct or properly certify that they are awaiting a TIN. A Holder may avoid backup withholding by properly completing and signing the Substitute Form W-9 included as part of the Assignment of Partnership Interest. If a Holder 10 who is subject to backup withholding does not properly complete and sign the Substitute Form W-9, Purchaser will withhold 30% from payments to such Holder. If the Partnership owns Section 751 Property, a Holder who tenders Units must file an information statement with his federal income tax return for the year of the sale which provides the information specified in Treasury Regulations Section 1.751-1(a)(3). The selling Holder also must notify the Partnership of the date of the transfer and the names, addresses and TINs of the transferor and transferee within 30 days of the date of the transfer (or, if earlier, by January 15 of the following calendar year). Gain realized by a foreign Holder on the sale of a Unit pursuant to the Offer will be subject to federal income tax. Under Code Section 1445, the transferee of an interest held by a foreign person in a partnership which owns United States real property generally is required to deduct and withhold a tax equal to 10% of the amount realized on the disposition. In order to comply with this requirement, Purchaser will withhold 10% of the amount realized by a tendering Holder unless the Holder properly completes and signs the FIRPTA Affidavit included as part of the Letter of Transmittal certifying the Holder's TIN, that such Holder is not a foreign person and the Holder's address. Amounts withheld would be creditable against a foreign Holder's federal income tax liability and, if in excess thereof, a refund could be obtained from the Internal Revenue Service by filing a U.S. income tax return. If, as a result of the Offer, there is a sale or exchange of 50 percent or more of the Units within a 12 month period, the Partnership will be terminated for federal income tax purposes and its assets will be deemed to have been contributed to a new partnership. In the event of a termination, the Partnership's properties will generally be treated as newly-acquired properties which will have a new recovery period for depreciation purposes. Section 7 EFFECTS. Market for the Units. The purchase of Units by Purchaser pursuant to the Offer or through subsequent purchases will reduce the number of Holders of Units and may reduce the number of Units that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Units. We cannot predict whether the reduction in the number of Units that might otherwise trade publicly would effect the market price for, or marketability of, the Units or whether such reduction would cause future market prices to be greater or less than the Offer price. Margin Regulations. The Units are currently "margin securities" under the Regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the Units as collateral. Depending upon factors similar to those described herein regarding the market for the Units and quotations thereof, it is possible that, following the Offer or as a result of subsequent purchases, the Units would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. Stock Quotation. Depending upon the number of Units purchased by Purchaser pursuant to the Offer or as a result of subsequent purchases, the Units may no longer meet the standards for continued inclusion on the American Stock Exchange ("AMEX"). According to its published guidelines, the AMEX would give consideration to delisting the Units if, among other things, the Holders' equity is less than $2,000,000 and the Partnership has sustained losses from continuing operations or net losses in two of its three most recent fiscal years, the Holders' equity is less than $4,000,000 and the Partnership has sustained losses from continuing operations or net losses in three of its four most recent fiscal years, the Holders' equity is less than $6,000,000 and Partnership has sustained losses from continuing operations or 11 net losses in its five most recent fiscal years, the number of publicly-held Units is less than 200,000 (excluding those Units held by Partnership officers, directors, controlling Holders or their families), the total number of public Holders is less than 300, or the aggregate market value of publicly-held Units is less than $1,000,000 for more than 90 consecutive days. If, as a result of the purchase by Purchaser of Units pursuant to the Offer or otherwise, the Units no longer meet the criteria for continuing inclusion in the AMEX, the market for the Units could be adversely affected. If the AMEX were to delist the Units, it is possible that the Units would continue to trade on another securities exchange or in the over-the-counter market and that price or other quotations would be reported by such exchange or through the National Association of Securities Dealers Automated Quotation System or other sources. The extent of the public market for the Units and the availability of such quotations would depend upon such factors as the number of Holders and/or the aggregate market value of the publicly traded Units remaining at such time, the interest in maintaining a market in the Units on the part of securities firms, the possible termination of registration under the Exchange Act (as described below) and other factors. We cannot predict whether the reduction in the number of Units that might otherwise trade publicly would effect the market price for or marketability of the Units or whether it would cause future market prices to be greater or less than the Offer price. Exchange Act Registration. Units are currently registered under the Exchange Act. The purchase of Units by Purchaser pursuant to the Offer or in subsequent purchases, may result in the Units becoming eligible for deregistration under the Exchange Act. Registration of the Units may be terminated upon application of the Partnership to the Commission if the Units are not listed on a national securities exchange and there are fewer than 300 holders of record of the Units. Termination of registration of the Units under the Exchange Act would substantially reduce the information required to be furnished by the Partnership to its Holders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Partnership, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with Holders' meetings and the related requirement of furnishing an annual report to Holders, and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Partnership and persons holding "restricted securities" of the Partnership to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Units under the Exchange Act were terminated, the Units would no longer be "margin securities" or be eligible for inclusion on the AMEX. Section 8 FUTURE PLANS OF PURCHASER. The purpose of the Offer is to enable Purchaser to increase its ownership interests in the Partnership and possibly be in a position to acquire control of the Partnership. If successful, Purchaser may seek to remove the general partner of the Partnership and to replace it with an affiliate of Purchaser. In that connection, Purchaser would also seek to replace all affiliates of the existing general partner with respect to all of the positions and relationships such affiliates have with the Partnership. Under the partnership agreement of the Partnership, removal of the general partner requires the vote or consent of 66?% of the outstanding Units. 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 sole 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 12 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. Following the expiration or other termination of the Offer, Purchaser intends to continue to, or to have persons related to or affiliated with it to, acquire additional Units from time to time at such prices as it may determine although it may determine not to engage in any such transactions. Any such acquisition may be made through private purchases, through open market purchases, through one or more future tender or exchange offers or by any other means deemed advisable. Purchases of Units pursuant to this Offer or through such other transactions may have the effects set forth in Section 7 "Effects". Purchaser also reserves the right to sell some or all of its Units at any time and from time to time. 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 or dividend policy; or any other material changes in the Partnership's corporate structure or business. THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES. SOLICITATIONS OF PROXIES BY PURCHASER WILL BE MADE ONLY PURSUANT TO A DEFINITIVE PROXY STATEMENT FILED WITH THE COMMISSION AND COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE ACT. Section 9 CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information contained in this Section 9 is based upon documents and reports publicly filed by the Partnership. Although Purchaser has no information that any statements contained in this Section 9 are untrue, Purchaser cannot take responsibility for the accuracy or completeness of any information contained in this Section 9 or for any failure by the Partnership to disclose events which may have occurred and may effect the significance or accuracy of any such information but which are not known to Purchaser. 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 Partnership acquires, owns and operates its commercial real estate assets. As of December 31, 2002, the Partnership owned 14 real estate properties located in six states. Outstanding Units. As of March 14, 2003, there were 1,593,948 Units representing limited partnership interests issued and outstanding (based on the Partnership's Form 10-K filing filed with the Commission for the year ended December 31, 2002). Additional Information. The Partnership is subject to the information and reporting requirements of the Exchange Act, and in accordance therewith is required to file reports and other information with the Commission relating to its business, financial condition and other matters. You may read and copy this information at the office of the Commission, Public Reference Room, 450 Fifth Street, 13 N.W., Room 1024, Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Commission maintains a site on the World Wide Web, and the reports and other information filed by the Partnership with the Commission may be accessed electronically on the World Wide Web at http://www.sec.gov. Section 10 INFORMATION CONCERNING PURCHASER AND CERTAIN AFFILIATES OF PURCHASER, PAST CONTACTS AND BACKGROUND OF THE OFFER. Purchaser is a Delaware limited partnership, formed in 1991 under the name Volash Limited Partnership. Purchaser changed its name to High River Limited Partnership in 1994. The general partner of Purchaser, Barberry Corporation, is directly 100% owned by Mr. Icahn. Purchaser is the Owner of 235,000 Units, constituting approximately 14.7% of the outstanding Units. Barberry Corporation and Mr. Icahn may be deemed to beneficially own the Units owned by Purchaser. On March 1, 2003, Purchaser entered into a Unit Purchase Agreement (the "Purchase Agreement") with Gotham Partners, L.P. ("Gotham Partners"), Gotham Partners III, L.P. ("Gotham III") and Gotham Holdings II, LLC (together with Gotham Partners and Gotham III, "Gotham"), pursuant to which Purchaser acquired, on March 3, 2003, 235,000 Units for $80.00 per Unit. The transaction was completed through a DTC-book entry transfer. Pursuant to the Purchase Agreement, among other things, Gotham and certain of its principals entered into a standstill agreement pursuant to which they agreed not to acquire Units, make a solicitation of proxies or consents with respect to the Partnership, propose an extraordinary transaction regarding the partnership, or form any "group" with respect to Units and Purchaser agreed to share 50% of its net profits (after commissions, legal expenses and filing fee, plus interest) on the sale of the Units purchased from Gotham during the next 3 years. In and about late February and early March 2003, representatives of Mr. Icahn sought a meeting with the general partner of the Partnership to discuss the Partnership. No such meetings occurred. On April 23, 2003, Purchaser issued a press release indicating its intention to initiate the Offer. 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. That lawsuit seeks, among other things, the entry of an order making all persons, including the general partner, subject to the terms of the Unit Purchase Rights Agreement, or alternatively, requiring the general partner to remove the threat of the Unit Purchase Rights Agreement so that Purchaser can proceed with the Offer. The lawsuit alleges, among other things, that the Unit Purchase Rights Agreement, which exempts the general partner and its affiliates and its subsidiaries from the ownership limitations imposed by that agreement on others, and as applied to the Offer, constitutes a breach of fiduciary duty. The business address of the Purchaser is 100 South Bedford Road, Mount Kisco, New York 10549. The business address of Barberry Corporation and 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. Each of Purchaser and Barberry are primarily engaged in the business of investing in securities. Mr. Icahn's present principal occupation or employment is set forth on Schedule I attached hereto and is incorporated herein by reference. Also set forth on Schedule I and incorporated herein by reference are 14 Mr. Icahn's material occupations, positions, offices or employments during the past five years, including the principal business and address of any business, corporation or other organization in which such occupation, position, office or employment was carried on. Purchaser does not have any executive officer or director. The name, position, citizenship, business address, present principal occupation or employment, material occupations, positions, offices or employments during the past five years and the principal business address of any business corporation or other organization in which such occupation, position, office or employment was carried on, of each executive officer and director of Barberry, the general partner of Purchaser, are set forth on Schedule I attached hereto and are incorporated herein by reference. Except as set forth on Schedule I, none of Purchaser, Barberry, Mr. Icahn, nor any executive officer or director of any of the foregoing, have been, during the past five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of such laws. Except as set forth in this Offer to Purchase: (i) neither Purchaser, Barberry, Mr. Icahn nor, to the best of Purchaser's knowledge, any of the persons listed on Schedule I, nor any affiliate of the foregoing beneficially owns or has a right to acquire any Units; (ii) neither Purchaser, Barberry, Mr. Icahn nor, to the best of Purchaser's knowledge, any of the persons listed on Schedule I, nor any affiliate of the foregoing has effected any transaction in the Units within the past 60 days; (iii) neither Purchaser, Barberry, Mr. Icahn nor, to the best of Purchaser's knowledge, any of the persons listed on Schedule I nor any affiliate of the foregoing has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Partnership, including, but not limited to, contracts, arrangements, understandings or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies; (iv) there have been no transactions or business relationships which would be required to be disclosed under the rules and regulations of the Commission between any of Purchaser, Barberry, Mr. Icahn or, to the best of Purchaser's knowledge, any of the persons listed on Schedule I, on the one hand, and the Partnership or its affiliates, on the other hand; and (v) during the past two years there have been no contracts, negotiations, or transactions between Purchaser, Mr. Icahn or, to the best of Purchaser's knowledge, any of the persons listed on Schedule I, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. Section 11 SOURCE OF FUNDS. Purchaser expects that approximately $136 million (exclusive of fees and expenses) will be required to purchase all Units not owned by Purchaser if all such Units are tendered. Purchaser will obtain the funds necessary to complete the Offer from its liquid assets. Section 12 PRICE RANGE OF UNITS. The Units are traded on the AMEX under the symbol "HRY." The range of high and low market prices for the Units on the AMEX (as reported by Dow Jones Interactive) for the past two years is as follows: 15 Quarter Ended: High Low June 30, 2001 $ 64.75 $55.50 September 30, 2001 60.00 52.00 December 31, 2001 71.02 52.50 March 31, 2002 $ 72.50 $69.00 June 30, 2002 70.50 68.50 September 30, 2002 102.00 58.00 December 31, 2002 87.95 79.70 March 31, 2003 86.75 63.00 The last sales price of the Units on the AMEX on April 22, 2003, the last full trading day prior to the date of announcement of the Offer (as reported by Dow Jones Interactive) was $86.50 per Unit The closing price of Units on the AMEX on April 30, 2003, the last trading day before we commenced the Offer (as reported on Dow Jones Interactive) was $100.00 per Unit. Section 13 CONDITIONS OF THE OFFER. 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 "Rights Condition"). The Purchaser intends to make a request to the general partner of the Partnership to take the necessary actions to satisfy the Rights Condition. Notwithstanding any other term of the Offer, we will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer and in addition to our right to withdraw or amend the Offer at any time before the Expiration Date, Purchaser will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate the Offer if, at any time on or after the commencement of the Offer and before the acceptance of such Units for payment or the payment therefor, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by Purchaser; (ii) imposes or confirms limitations on the ability of Purchaser effectively to exercise full rights of ownership of any Units, including, without limitation, the right to vote any Units acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Holders; (iii) imposes or confirms limitations on the ability of Purchaser to fully exercise the voting rights conferred pursuant to its appointment as proxy in respect of all tendered Units which it accepts for payment; or (iv) requires divestiture by Purchaser of any Units; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state 16 court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (iv) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations, or prospects of the Partnership, which is outside the ordinary course of the Partnership's business or may be materially adverse to the Partnership, or Purchaser shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred: (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States; (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States; (v) a material change in United States or other currency exchange rates or a suspension or a limitation on the markets thereof; or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; (e) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the judgment of Purchaser, adversely affecting Purchaser or the Partnership or causing any material diminution of the benefits to be derived by Purchaser as a result of the transactions contemplated by the Offer; (f) the Partnership shall have (i) issued, or authorized or proposed the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized or proposed the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding Units or (iii) declared or paid any distribution, on any interest in the Partnership; (g) the Partnership or the Partnership's general partner shall have authorized, proposed or announced its intention to propose any material change to the partnership agreement of the Partnership, any merger, consolidation or business combination or reorganization transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; or (h) the Partnership`s general partner shall not have 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 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 in its sole discretion. Any determination by Purchaser concerning the events described above will be final and binding upon all parties. 17 A public announcement will be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver. Section 14 CERTAIN LEGAL MATTERS. General. Except as set forth in this Section 14, Purchaser is not aware of any licenses or regulatory permits that would be material to the business of the Partnership, taken as a whole, and that might be adversely affected by Purchaser's acquisition of Units as contemplated herein, or any filings, approvals or other actions by or with any domestic or foreign governmental authority or administrative or regulatory agency that would be required prior to the acquisition of Units by Purchaser pursuant to the Offer as contemplated herein. While there is no present intent to delay the purchase of Units tendered pursuant to the Offer pending receipt of any such additional approval or the taking of any such action, there can be no assurance that any such additional approval or action, if needed, would be obtained without substantial conditions or time requirements or that adverse consequences might not result to the Partnership's business, or that certain parts of the Partnership's business might not have to be disposed of or other substantial conditions complied with in order to obtain such approval or action, any of which could cause Purchaser to elect to terminate the Offer without purchasing Units thereunder. Purchaser's obligation to purchase and pay for Units is subject to certain conditions, including conditions related to the legal matters discussed in this Section 14. Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated until certain information and documentary material is filed with the FTC and the Antitrust Division of the Department of Justice, and certain waiting period requirements have been satisfied. Purchaser does not believe any filing is required under the HSR Act with respect to its acquisition of Units contemplated by the Offer unless all of the outstanding Units are tendered. If it appears that all such Units will be acquired in the Offer, Purchaser will make all such filings necessary under the HSR Act to proceed the acquisition of Units hereunder. State Laws. Purchaser is not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law. If Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) Holders residing in any such jurisdiction. In those jurisdictions whose securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer shall be made on behalf of Purchaser, if at all, only by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Section 15 FEES AND EXPENSES. Except as set forth in this Section 15, Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Units pursuant to the Offer. Purchaser has retained American Stock Transfer & Trust Company to act as Depositary and D.F. King & Co., Inc. to act as Information Agent in connection with the Offer. Purchaser will pay the Depositary and Information Agent reasonable and customary compensation for their services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the Depositary and Information Agent against certain liabilities and expenses in connection therewith, including liabilities under the federal securities laws. Purchaser will also pay all costs and expenses of printing and mailing the Offer and its legal fees and expenses. 18 Section 16 MISCELLANEOUS. The Offer is not being made to (nor will tenders be accepted from or on behalf of) Holders of Units in any jurisdiction in which the making of the Offer nor the acceptance thereof would not be in compliance with the laws of such jurisdiction. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. To the extent we become aware of any state law that would limit the class of offerees in the Offer, we will amend the Offer and, depending on the timing of such amendment, if any, will extend the Offer to provide adequate dissemination of such information to Holders of Units prior to the expiration of the Offer. Purchaser has filed with the Commission Schedule TO, together with exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto. Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the office of the Commission in the same manner as described in Section 9 with respect to information concerning the Partnership. No person has been authorized to give any information or to make any representation on behalf of Purchaser not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. HIGH RIVER LIMITED PARTNERSHIP May 1, 2003 19 SCHEDULE I EXECUTIVE OFFICERS AND DIRECTOR OF BARBERRY CORP. Barberry Corp. is the general partner of High River Limited Partnership. The name and positions of the executive officers and directors of Barberry Corp. is set forth below. Each such executive officer and director is a citizen of the United States of America. Name Position Carl C. Icahn Director, Chairman of the Board, President and Secretary Jordan Bleznick Vice President-Taxes The following sets forth with respect to each executive officer and director of Barberry Corp. such person's (a) name, (b) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted and (c) material occupations, positions, offices or employments during at least the last five years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which such occupation, position, office or employment was carried on. Carl C. Icahn. Mr.Icahn has served as Chairman of the Board, President and Director of Barberry Corp. since June 1989 and has served as Secretary since March 1998. Mr. Icahn is also Chairman of the Board and a Director of Starfire Holding Corporation (formerly Icahn Holding Corporation), a privately-held holding company, and Chairman of the Board and a Director of various subsidiaries of Starfire, including ACF Industries, Incorporated, a privately-held railcar leasing and manufacturing company, since 1984. He has also been Chairman of the Board and President of Icahn & Co., Inc., a registered broker-dealer and a member of the National Association of Securities Dealers, since 1968. Since November 1990, Mr. Icahn has been Chairman of the Board of American Property Investors, Inc., the general partner of American Real Estate Partners, L.P., a public limited partnership that invests in real estate. Mr. Icahn has been a Director of Cadus Pharmaceutical Corporation, a firm which holds various biotechnology patents, since 1993. From August 1998 to August 2002 Mr. Icahn served as Chairman of the Board of Maupintour Holding LLC, an internet travel reservations company. From October 1998, Mr. Icahn has been the President and a Director of Stratosphere Corporation which operates the Stratosphere Hotel and Casino. Mr. Icahn received his B.A. from Princeton University. Since September 29, 2000, Mr. Icahn has served as the Chairman of the Board of GB Holdings, a holding company that owns the Sands Hotel and Casino in Atlantic City, New Jersey. In January 2003 Mr. Icahn became Chairman of the Board and a Director of XO Communications, Inc., a telecommunications company. Mr. Icahn's principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Jordan Bleznick. 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. From January 1994 through February 2000, he was a partner in the law firm of Gordon Altman Weitzen Shalov and Wein. Mr. Bleznick's business address is Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an action in the United States District Court for the Southern District of New York against "Carl C. Icahn, Icahn Associates Corp. and High River Limited Partnership" alleging that High River's tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order and preliminary and permanent injunctive relief to prevent defendants from purchasing the notes. The Court initially imposed a temporary restraining order. Defendants then supplemented the tender offer disclosures. The Court conducted a hearing on the disclosures and other matters raised by Reliance. It then denied plaintiffs' motion for a preliminary injunction and ordered dissolution of its temporary restraining order following dissemination of the supplement. Reliance took an immediate appeal to the United States Court of Appeals for the Second Circuit and sought a stay to restrain defendants from purchasing notes during the pendency of the appeal. On January 30, 2001, the Court of Appeals denied plaintiff's stay application. On January 30, Reliance also sought a further temporary restraining order from the District Court. The Court considered the matter and reimposed its original restraint until noon the next day, at which time the restraint was dissolved. The appeal was argued on March 9 and denied on March 22, 2001. 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 EX-99.2 4 exhibita2.txt EXHIBIT (A)(2) LETTER OF TRANSMITTAL EXHIBIT (a)(2) LETTER OF TRANSMITTAL to Tender Limited Partner Units in Hallwood Realty Partners, L.P. Pursuant to the Offer to Purchase Dated May 1, 2003 As Amended From Time to Time by HIGH RIVER LIMITED PARTNERSHIP ================================================================================ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED. ================================================================================ Holders desiring to tender their units of limited partner interests ("Units") should complete and sign this Letter of Transmittal, and forward it to the Depositary at one of the addresses set forth below together with certificates representing their Units tendered ("Unit Certificates"). Instructions for completing this Letter of Transmittal are included herein, along with a pre-addressed envelope to the Depositary. 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 If you have any questions or need assistance in completing this Letter of Transmittal, please call the Information Agent, D.F. King & Co., Inc. at the telephone numbers set forth on the back cover of this Letter of Transmittal. Capitalized terms used herein and not defined shall have the meanings given to them in the Offer to Purchase For Cash Units of Limited Partner Interests in Hallwood Realty Partners, L.P., dated May 1, 2003, as it may be amended from time to time, by High River Limited Partnership (the "Offer to Purchase"). Delivery of this Letter of Transmittal or any other required documents to an address other than those set forth above does not constitute valid delivery. Holders wishing to tender pursuant to the tender offer must validly tender their Units to the Depositary on or prior to the Expiration Date. This Letter of Transmittal is to be used: (i) if Unit Certificates are to be physically delivered to the Depositary or (ii) unless an Agent's Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Units is to be made by book entry transfer to the account maintained by the Depositary at The Depository Trust Company ("DTC" or "Book Entry Transfer Facility") pursuant to the procedure for tendering Units set forth in Section 3 to the Offer to Purchase. DELIVERY OF DOCUMENTS TO THE BOOK ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Holders whose Unit Certificates are not available or who cannot deliver their Unit Certificates and all other documents required hereby to the Depositary on or prior to the Expiration Date, or who cannot complete the procedure for book entry transfer on a timely basis, nevertheless may tender their Units in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. DESCRIPTION OF UNITS TENDERED (See Instructions 8)
Name(s) and Address(es) of Registered Holder(s) -Number of Units Tendered (Please fill in, if blank, exactly as name(s) appear(s) (Attach additional list, if necessary) on transfer books of Partnership) CertificateNo.(s)* -Total No. of Units No. of Units Owned Tendered**
--- * Need not be completed by Holders tendering by book entry transfer. ** Unless otherwise indicated, it will be assumed that all Units described above are being tendered. See Instruction 8. HOLDERS WHO WISH TO TENDER THEIR UNITS MUST COMPLETE THE BOX BELOW ENTITLED "METHOD OF DELIVERY," COMPLETE THE BOX ENTITLED "DESCRIPTION OF UNITS TENDERED" AND SIGN IN THE APPROPRIATE BOXES. HOLDERS WHO COMPLETE THIS LETTER OF TRANSMITTAL WILL BE DEEMED TO HAVE TENDERED ALL UNITS LISTED IN THE ABOVE REFERRED TO BOXES. 1 METHOD OF DELIVERY |_| CHECK HERE IF UNIT CERTIFICATES FOR TENDERED UNITS ARE ENCLOSED HEREWITH. |_| CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution:___________________________________________________________ Account Number:_________________ Transaction Code Number:_____________ |_| CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s):______________________________________ Window Ticket Number (if any):________________________________________ Date of Execution of Notice of Guaranteed Delivery:___________________ Name of Eligible Institution which Guaranteed Delivery:_______________ NOTE: SIGNATURES MUST BE PROVIDED BELOW (PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY) Ladies and Gentlemen: By execution hereof, the undersigned hereby tenders to High River Limited Partnership, a Delaware limited liability company (the "Purchaser"), the number of the undersigned's Units in Hallwood Realty Partners, L.P., a Delaware limited partnership (the "Partnership"), and the associates 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 price of $100.00 per Unit, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more persons, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Holders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. Holders who tender their Units will not be obligated to pay any sales commissions in connection with such tender. Unless the context otherwise requires, all references to the Units shall include the Rights and all references to the Rights shall include all benefits that may inure to the holders of Rights pursuant to the Unit Purchase Rights Agreement. Unless separate certificates for the Rights are issued, the tender of Units will also constitute a tender of the associated Rights. If separate certificates for the Rights are issued, then certificates representing the applicable Rights must also be tendered. Subject to and effective upon acceptance for payment of and payment for the Units tendered hereby, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Purchaser, all right, title, and interest in and to all of the Units tendered hereby, including, without limitation, all rights to be substituted as a limited partner of the Partnership, right to Partnership profits and losses and all distributions made, declared or issued after April 23, 2003 and all rights with respect thereto and other benefits of any nature whatsoever distributable or allocable to or otherwise associated with such tendered Units under the Partnership Agreement; provided, that if any tendered Units are not purchased for any reason as described in Section 2 of the Offer to Purchase, this Letter of Transmittal shall be effective to transfer to the Purchaser only that number of the undersigned's Units as are accepted for payment and thereby purchased by the Purchaser. The undersigned understands that upon acceptance for payment of and payment for the Units tendered by the undersigned, the Purchaser will seek admission to the Partnership as a limited partner in substitution for the undersigned as to all such Units tendered by the undersigned. If, however, the Purchaser accepts for payment and purchases less than all of the undersigned's Units tendered hereby, the undersigned may continue to be a limited partner with respect to Units tendered by the undersigned that are not purchased. By executing and delivering this Letter of Transmittal, the undersigned, being a tendering Holder, expressly intends the Purchaser to become a limited partner. By executing and delivering this Letter of Transmittal, a tendering Holder irrevocably appoints the Purchaser and any designees of the Purchaser and of each of them as such Holder's proxies and agents (all such persons collectively, the "Proxies"), with full power of substitution, to the full extent of such Holder's rights, with respect to the Units tendered by such Holder and accepted for payment by the Purchaser. All such Proxies shall be considered irrevocable and coupled with an interest in the tendered Units. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Units for payment. Upon such acceptance for payment pursuant to the Offer, all prior proxies given by such Holder with respect to such Units, to any person other than Purchaser or its affiliates or their respective designees, will be and hereby are, revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed (and, if given or executed, will not be deemed effective). The Purchaser may assign such proxy to any person with or without assigning the related Units with respect to which such proxy was granted. By executing and delivering the Letter of Transmittal, a tendering Holder also irrevocably constitutes and appoints the Purchaser and any designees of the Purchaser as the Holder's attorneys-in-fact, each with full power of substitution to the full extent of the Holder's rights, with respect to the Units tendered by the Holder and accepted for payment by the Purchaser. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Units for payment. Upon such acceptance for payment, all prior powers of attorney granted by the Holder with respect to such Units, other than to Purchaser or its affiliates or their respective designees, will be and hereby are, without further action, be revoked, and no subsequent powers of attorney may be granted (and if granted will not be effective). Pursuant to such appointment as attorneys-in-fact, the Purchaser and any designees of the Purchaser each will have the power, among other things, (i) to seek to transfer ownership of such Units on the 2 Partnership's books and execute and deliver any accompanying evidences of transfer and authenticity in connection therewith, (ii) upon receipt by the Depositary (as the tendering Holder's agent) of the Purchase Price, to receive any and all distributions made by the Partnership, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer, (iii) to execute and deliver to the Partnership and/or its general partners a change of address form instructing the Partnership to send any and all future distributions to which the Purchaser is entitled pursuant to the terms of the Offer, in respect of tendered Units, to the address specified in such form, (iv) to endorse any check payable to or upon the order of such Holder representing a distribution to which the Purchaser is entitled pursuant to the terms of the Offer, in each case on behalf of the tendering Holder; and (v) to deliver Units and transfer ownership of such Units on the Partnership's books maintained by the general partner, the Partnership and the Partnership's depositary and transfer agent and to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. This power of attorney shall not be affected by the subsequent mental disability of the Holder, and the Purchaser shall not be required to post bond in any nature in connection with this power of attorney. The Purchaser may assign this power of attorney to any person with or without assigning the related Units with respect to which such power of attorney was granted. If legal title to the Units is held through an IRA or KEOGH or similar account, the Holder understands that this Letter of Transmittal must be signed by the custodian of such IRA or KEOGH and the Holder hereby authorizes and directs the custodian of such IRA or KEOGH to execute, deliver and confirm this Letter of Transmittal. The undersigned hereby represents and warrants that the undersigned owns the Units tendered hereby and has full power and authority to validly tender, sell, assign and transfer the Units tendered hereby and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claims and that the transfer and assignment contemplated herein are in compliance with all applicable laws and regulations. The undersigned further represents and warrants that the undersigned is a "United States person," as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), or if the undersigned is not a United States person, the undersigned does not own beneficially or of record more than 5% of the outstanding Units. Upon request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of Units tendered hereby and otherwise in order to complete the transactions, transfers and admissions to the Partnership contemplated herein. The undersigned understands that a tender of Units pursuant to the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Units tendered hereby. If any tendered Units are not purchased for any reason, the Letter of Transmittal shall be effective to transfer to the Purchaser only that number of Units as is accepted and thereby purchased by the Purchaser, and the certificates (or, if necessary, new certificates) representing such unpurchased Units shall be returned. Upon acceptance of Units by the Purchaser, the Purchaser agrees to be bound by all of the terms and provisions of the Partnership Agreement. 3 SIGN HERE TO TENDER YOUR UNITS (TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF WHETHER UNIT CERTIFICATES ARE BEING PHYSICALLY DELIVERED HEREWITH) PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS - -------------------------------------------------------------------------------- By executing this document in the space provided below, the undersigned hereby: (i) evidences the Holder's agreement to and acceptance of all of the terms, provisions and matters set forth in this Letter of Transmittal and in the Offer to Purchase and (ii) tenders the number of Units specified herein pursuant to the terms of the Offer. The undersigned hereby acknowledges and certifies, under penalty of perjury, to all of the foregoing and that the information and representations set forth herein and provided in Boxes A and B of this Letter of Transmittal, which have been duly completed by the undersigned, are true and correct as of the date hereof. PLEASE SEE INSTRUCTION 3 REGARDING SIGNATURES ON LETTER OF TRANSMITTAL - ------------------------------------------------------------------------------- X---------------------------------------- Address: -------------------------- Signature of Holder - Date - ---------------------------------------- --------------------------- Printed Name of Holder (Include Zip Code) (The address provided above X---------------------------------------- must be the registered address of Signature of Holder - Date the Holder.) Telephone (Home) ( ) - - ----------------------------------------- Printed Name of Holder Telephone (Work) ( ) - Capacity (Full Title):----------------------------- - -------------------------------------------------------------------------------- ALL TENDERING HOLDERS MUST HAVE THEIR SIGNATURE GUARANTEED UNLESS THE TENDERING HOLDER IS AN ELIGIBLE INSTITUTION (SEE INSTRUCTION 2). Authorized Signature:------------------------ Name of Eligible Institution: ----------- Name:----------------------------- Address:------------------------------- Date:----------------------------- Telephone:( ) - -------------------------------------------------------------------------------- PLEASE BE SURE TO COMPLETE AND SIGN SUBSTITUTE FORM W-9 AND THE FIRPTA AFFIDAVIT BELOW. 4 - ------------------------------------------------------------- -------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 2, 3, 9 and 10) (See Instructions 2, 3, 9 and 10) To be completed ONLY if the check for the purchase To be completed ONLY if the check for the price of Units purchased or Unit Certificates for Units not purchase price of Units purchased or Unit tendered or not purchased are to be issued in the name of Certificate(s) for Units not tendered or not purchased someone other than the signatory, or if Units tendered by are to be mailed to someone other than the signatory book-entry transfer that are not purchased are to be or to the signatory at an address other than that returned by credit to an account at the Book-Entry Transfer shown above next to the signatory. Facility other than that designated above. Mail (check appropriate box(es): Issue (check appropriate box(es): |_| Check |_| Certificate(s) to: |_| Check |_| Certificate(s) to: Name______________________________________ Name______________________________________ (Please Print or Type) (Please Print or Type) Address____________________________________ Address____________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ (Include Zip Code) (Include Zip Code) ___________________________________________ (Tax Identification or Social Security No.) (See Substitute Form W-9) |_| Credit unpurchased Units tendered by book-entry transfer to the account set forth below: ___________________________________________ Name of Account Party Account No. ______________________________ at The Depository Trust Company - ------------------------------------------------------------- --------------------------------------------------------
Unless otherwise indicated herein in the box entitled "Special Payment Instructions," the Depositary will issue the check with respect to tendered Units accepted for payment, and return any certificates not tendered or not accepted for payment, in the name(s) of the registered Holder(s) appearing above in the box entitled "Description of Units Tendered." Similarly, unless otherwise indicted herein in the box entitled "Special Delivery Instructions," the Depositary will mail the check with respect to tendered Units accepted for purchase, together with any Certificates not tendered or not accepted for purchase (and any accompanying documents, as appropriate) to the address(es) of the registered Holder(s) appearing above in the box entitled "Description of Units Tendered." If either the "Special Payment Instructions" box and the "Special Delivery Instructions" box are completed, the Depositary will issue the check with respect to any tendered Units accepted for payment and return any certificates not tendered or not accepted for payment in the name(s) of, and will mail the check and any such Units not tendered or not accepted for payment and return any certificates not tendered or not accepted for payment in the name(s) of, and will mail the check and any such Units not tendered or not accepted for payment to, the person(s) at the address(es) so indicated. Unless otherwise indicated herein under "Special Payment Instructions," in the case of a book-entry transfer of Units, the Depositary will credit the account maintained at the Book-Entry Transfer Facility indicated above with respect to any Units not accepted for payment. The signatory recognizes that the Purchaser has no obligations pursuant to the "Special Payment Instructions" box or "Special Delivery Instructions" box provisions of this Letter of Transmittal to transfer any Units from the name of the registered Holder(s) thereof if the Purchaser does not accept for payment any of the Units. Please note that a tendering beneficial owner of Units whose Units are owned of record by an IRA 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. 5 IMPORTANT TAX INFORMATION Under federal income tax law, in order to prevent backup withholding on amounts payable to a Holder whose tendered Units are accepted for payment, such Holder is required to provide the Depositary with such Holder's correct TIN on Substitute Form W-9 above or otherwise establish a basis for exemption from backup withholding. If the Depositary is not provided with the correct TIN, the Holder or other payee may be subject to penalties imposed by the IRS. In addition, payments that are made to such Holder or other payee with respect to Units purchased pursuant to the Offer may be subject to backup withholding. Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. In order for a foreign person to qualify as an exempt recipient, that Holder must deliver to the Depositary a Substitute Form W-8, signed under penalties of perjury, attesting to that Holder's exempt status. If backup withholding applies, the Depositary is required to withhold 30% of any reportable payments made to the Holder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. - ------------------------------------------------------------------------------------------------------------------------------------ PLEASE COMPLETE BOX A (See Instruction 5) Payer: American Stock Transfer & Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ SUBSTITUTE Part I Taxpayer Identification No. - For All Accounts Part II For Payees Exempt From Backup Form W-9 Withholding (see enclosed Guidelines) Department of the Treasury Internal Revenue Service Part III Payer's Request for Taxpayer Identification No. Awaiting TIN o - ------------------------------------------------------------------------------------------------------------------------------------ Enter your taxpayer identification number in the appropriate box. ______________________ For most individuals and sole Social Security Number proprietors, this is your Social Security Number. For other OR entities, it is your Employer Identification Number. If you _________________________________ do not have a number, see Employee Identification Number "How to Obtain a TIN" in the enclosed Guidelines. Note: If the account is in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to enter. - ----------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Certification - Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I no longer subject to backup withholding; and (3) Any information provided on this form is true, correct and complete. You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return and you have not received a notice from the IRS advising you that backup withholding has terminated. - ------------------------------------------------------------------------------------------------------------------------------------ SIGNATURE_____________________________DATE_______________________________, 200_ - ------------------------------------------------------------------------------------------------------------------------------------ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. - ------------------------------------------------------------------------------------------------------------------------------------ YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN. - ------------------------------------------------------------------------------------------------------------------------------------ CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER - ------------------------------------------------------------------------------------------------------------------------------------ I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within (60) days, 30% of all reportable payments made to me thereafter will be withheld until I provide a number. - ------------------------------------------------------------------------------------------------------------------------------------ SIGNATURE: ________________________________ DATE: _________________________, 200_ 6 ====================================================================================================================================
PLEASE COMPLETE BOX B FIRPTA AFFIDAVIT - CERTIFICATE OF NON-FOREIGN STATUS (See Instruction 5) Under Section 1445 of the Code and Treas. Reg. 1.1445-11T(d), a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the Purchaser that no withholding is required with respect to the Holder's interest in the Partnership, the person signing this Letter of Transmittal hereby certifies the following: Part 1 - Unless this box |_| is checked, the Holder is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Treasury regulations, promulgated thereunder); Part 2 - The name of the Holder is __________________________________________; Part 3 - The Holder's Social Security Number (for individuals) or Employer Identification Number (for non- individuals) is _________________________; and Part 4 - The Holder's home address (in the case of an individual) or office address (in the case of an entity) is_______________________________. The Holder (i) agrees to inform the Partnership promptly if it becomes a foreign person at any time during the three year period immediately following the date of this notice and (ii) understands that this certification may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could be punished by fine, imprisonment or both. CERTIFICATION - UNDER PENALTY OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. SIGNATURE: _______________________________ DATE: _______________________________ ================================================================================ 7 INSTRUCTIONS for Completing the Letter of Transmittal for HALLWOOD REALTY PARTNERS, L.P. Forming Part of the Terms and Conditions of the Offer FOR ASSISTANCE IN COMPLETING THIS LETTER OF TRANSMITTAL, PLEASE CALL: D.F. KING & CO., Inc. Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 290-6426 1. Delivery of Letter of Transmittal. For convenience in responding to the Offer, a pre-addressed envelope has been enclosed with the Offer to Purchase. To ensure the Depositary's receipt of the Letter of Transmittal along with any and all Unit Certificates, it is suggested that you use an overnight courier or, if the Letter of Transmittal is to be delivered by United States mail, that you use certified or registered mail, return receipt requested. This Letter of Transmittal is to be completed by Holders either if certificates representing Units are to be forwarded herewith to the Depositary or, unless an Agent's Message (as defined below) is utilized, if tenders of Units are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates representing all physically tendered Units, or any book-entry confirmation of Units, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee, (or, in connection with a book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). If a Holder's certificate(s) representing Units are not immediately available (or the procedure for the book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary on or prior to the Expiration Date, such Holder's Units may nevertheless be tendered if the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase are followed. Pursuant to such procedure, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary on or prior to the Expiration Date, and (iii) the certificates representing all tendered Units, in proper form for transfer, or Book-Entry Confirmation of Units, as the case may be, in each case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in connection with a book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depository within three (3) American Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The term "Agent's Message" means a message transmitted through electronic means by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the Units that such participant has received, and agrees to be bound by, this Letter of Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S) REPRESENTING UNITS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER. THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 8 No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Units for payment. 2. Guarantee of Signatures. A signature guarantee by an Eligible Institution is required on all Letters of Transmittal unless such Units are tendered for the account of a brokerage firm, commercial bank, trust company, national bank, credit union or other institution which is a participating member in a Medallion Program such as the Securities Transfer Association, Inc. (STA) approved Medallion program (each of the foregoing constituting an "Eligible Institution"). 3. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered Holder(s) of the Units tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face(s) of the certificate(s) without alteration or any change whatsoever. If any of the Units tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Units are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered Holder(s) of the Units listed and tendered hereby, no endorsements of certificates or separate stock powers are required, unless payment or certificates for Units not tendered or accepted for payment are to be issued to a person other than the registered Holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person's authority so to act must be submitted. If this Letter of Transmittal is signed by a person other than the registered Holder(s) of the Units tendered hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered Holder(s) appear on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution, unless the signature is that of an Eligible Institution. 4. Documentation Requirements. In addition to information required to be completed on the Letter of Transmittal, additional documentation may be required by the Purchaser under certain circumstances including, but not limited to those listed below. Questions on documentation should be directed to the Information Agent, D.F. King & Co., Inc., at the telephone numbers set forth on the back cover of this Letter of Transmittal. Deceased Owner (Joint Tenant) Certified copy of death certificate. Deceased Owner (Others) Certified copy of death certificate (See also Executor/Administrator/Guardian below). Executor/Administrator/Guardian (a) Certified copies of court appointment documents for executor or administrator dated within 60 days of the date of execution of the Letter of Transmittal; and (b) Copy of applicable provisions of the will (title page, executor(s)' powers, asset distribution); OR (c) Certified copy of estate distribution documents. 9 Attorney-In-Fact Current power of attorney. Corporations/Partnerships Certified copy of corporate resolution(s) (with raised corporate seal) or other evidence of authority to act. Partnerships should furnish copy of their partnership agreement. Trust/Pension Plans Copy of cover page of the trust or pension plan, along with copy of the section(s) setting forth names and powers of trustee(s) and any amendments to such sections or appointment of successor trustee(s). 5. U.S. Persons. A Holder who or which is a United States citizen or a resident alien individual, a domestic corporation, a domestic partnership, a domestic trust or a domestic estate (collectively, "United States persons") as those terms are defined in the Code and Treasury regulations, promulgated thereunder, should follow the instructions with respect to certifying Boxes A and B. Taxpayer Identification Number. To avoid 30% federal income tax withholding, the Holder or other payee must provide the Depositary with the Holder's correct TIN in the blanks provided for that purpose in Boxes A and B. In the case of an individual person, such person's social security number is his or her TIN. WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE NOTE : Individual accounts should reflect their own TIN; joint accounts should reflect the TIN of the person whose name appears first; trust accounts should reflect the TIN assigned to the Trust; custodial accounts for the benefit of minors should reflect the TIN of the minor; corporations or other businesses should reflect the TIN assigned to that entity. Substitute Form W-9 - Box A. The tendering Holder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN"), generally the Holder's social security or federal employer identification number, on the Substitute Form W-9 which is provided above to certify whether the Holder is subject to backup withholding of United States federal income tax. If a tendering Holder is subject to federal backup withholding, the Holder must cross out item (2) of the "Certification" box of the Substitute Form W-9. Failure to provide the information on the Substitute Form W-9 may subject the tendering Holder to a $50 penalty imposed by the Internal Revenue Service ("IRS") and a 30% federal backup withholding tax on the payment of the purchase price. If the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the Holder should write "Applied For" in the space provided for the TIN in Part I, check the box in Part III, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days of its receipt of the Substitute Form W-9, the Depositary will withhold 30% on all payments of the purchase price until a TIN is provided to the Depositary. FIRPTA Affidavit - Box B. To avoid potential withholding of tax pursuant to Section 1445 of the Code in an amount equal to 10% of the purchase price for Units purchased pursuant to the Offer, plus the amount of any liabilities of the Partnership allocable to such Units, each Holder who or which is a United States person must complete the FIRPTA Affidavit stating, under penalties of perjury, such Holder's TIN and address, and that such Holder is not a foreign person. If tax withheld under Section 1445 of the Code results in an overpayment of tax, a refund may be obtained from the IRS. CHECK THE BOX IN BOX B, PART 1 ONLY IF YOU ARE NOT A U.S. PERSON AS DESCRIBED THEREIN. 6. Foreign Persons. In order for a Holder who is a foreign person (i.e., not a United States person as defined in Instruction 5 above) to qualify as exempt from 30% backup withholding, such foreign Holder must complete and deliver to the 10 Depositary, along with the Letter of Transmittal, Substitute Form W-8 which can be obtained from the Information Agent. 7. Conditional Tenders. No alternative, conditional or contingent tenders will be accepted. 8. Number of Units Tendered; Partial Tenders. LETTERS OF TRANSMITTAL WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN IN THE BOX ENTITLED "DESCRIPTION OF UNITS TENDERED," SHALL BE DEEMED TO HAVE TENDERED ALL UNITS PURSUANT TO THE OFFER. ALL UNITS REPRESENTED BY UNIT CERTIFICATES DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. If fewer than all the Units evidenced by any Unit Certificate submitted are to be tendered, new Unit Certificate(s) for the remainder of the Units that were evidenced by the old Unit Certificates(s) will be sent to the tendering Holder as soon as practicable after the expiration of the Offer. No fractional Units will be purchased (except from a Holder who is tendering all of the Units owned by that Holder). All tendering Holders, by execution of the Letter of Transmittal (or manually signed facsimile thereof), waive any right to receive any notice of the acceptance of their Units for payment. 9. Special Payment and Delivery Instructions. If the check for the purchase price of any Units purchased is to be issued, or any Units not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Letter of Transmittal or if the check or any Unit Certificates for Units not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders tendering Units by book-entry transfer may request that Units not purchased be credited to such account at any Book-Entry Transfer Facility as such Holder may designate under "Special Payment Instructions." 10. Transfer Taxes. The Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Units to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Units not tendered or not purchased are to be returned in the name of, any person other than the registered Holder(s), then the amount of any stock transfer taxes (whether imposed on the registered Holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. 11. Lost, Destroyed or Stolen Unit Certificate(s). If any Unit Certificate evidencing Units has been lost, destroyed or stolen, the Holder should promptly notify the Partnerships transfer agent, EquiServe at (800) 730-6001. The Holder will then be instructed as to the steps that must be taken in order to replace the Unit Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Unit Certificates have been followed. 12 Requests for Assistance and Additional Copies. Questions or requests for assistance may be directed to the Information Agent, D.F. King & Co., Inc., at the telephone numbers set forth on the back cover of this Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Information Agent by calling either number. 11 13 Inadequate Space. If the space provided herein is inadequate, additional information may be provided on a separate schedule signed and attached hereto. IMPORTANT: A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (ALONG WITH AND ANY AND ALL UNIT CERTIFICATES, AND ANY REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME ON MAY 29, 2003, UNLESS EXTENDED. 12 Please contact the Information Agent at the telephone number and address below with any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal or any other documents. The Information Agent for the Offer is: D.F. King & Co., Inc. 48 Wall Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 290-6426 13 EX-99.3 5 exha3.txt EXHIBIT (A)(3) NOTICE OF GUARANTEED DELIVERY EXHIBIT (a)(3) Notice of Guaranteed Delivery For Tender of Any and All of the Limited Partner Units in HALLWOOD REALTY PARTNERS, L.P. As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificates representing limited partner units (the "Units"), of Hallwood Realty Partners, L.P., a Delaware limited partnership (the "Partnership"), are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined in the Offer to Purchase). This form may be transmitted by facsimile transmission, mail or overnight delivery to the Depositary or delivered by hand. Please see Section 3 of the Offer to Purchase. 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 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Ladies and gentlemen: The undersigned hereby tenders to High River Limited Partnership, a Delaware limited partnership, upon the terms and subject to the conditions set forth in 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") receipt of which is hereby acknowledged, the number of Units set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Number of Units:______________________________________________ Certificate Nos. (if available):_____________________________________ Name(s) of Record Holder(s):_____________________________________ (Please Type or Print) Address(es) of Registered Holder(s) including Zip Code: - -------------------------------------------------------------------------------- Daytime Telephone Number Signature(s): Dated (including Area Code) ________,2003 ( ) - - -------------------------------------------------------------------------------- If Units will be tendered by book-entry transfer: Account Number at Book-Entry Transfer Facility: _____________________________ GUARANTEE (Not To Be Used For Signature Guarantee) The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agent Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchanges Medallion Program, or is otherwise an "Eligible Guarantor Institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby guarantees (1) that the above named person(s) "own(s)" the Units tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of Units complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the Units tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Units, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within three (3) American Stock Exchange trading days (as defined in the Offer to Purchase) after the date hereof. The undersigned that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Units to the Depositary within the time period shown herein. Failure to do so could result in financial loss to the undersigned. Name of Firm: AUTHORIZED SIGNATURE Name: --------------------------------------------------- (Please Type or Print) Title: -------------------------------------------------- Address: -------------------------------------------------- Zip Code ----------------------------------- Area Code and Telephone Number: ---------------------------------- Dated: ----------------------, 2003 NOTE: DO NOT SEND CERTIFICATES FOR UNITS WITH THIS NOTICE. CERTIFICATES FOR UNITS SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.4 6 exha4.txt EXHIBIT (A)(4) LETTER TO BROKERS, ET AL. 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 - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. EX-99.5 7 exha5.txt EXHIBIT (A) (5) FORM LETTER TO CLIENTS 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 - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 29, 2003, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- 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* - -------------------------------------------------------------------------------- Account No.: - -------------------------------------------------------------------------------- Signature(s): - --------------------------------------------------------------------(SIGN HERE) Dated: - ------------------------------------------------------------------------------- Print Name(s): - -------------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- Area Code and Telephone Number: - -------------------------------------------------------------------------------- Tax Identification or Social Security Number: - -------------------------------------------------------------------------------- * Unless otherwise indicated, it will be assumed that all Units held by us for your account are to be tendered. EX-99.6 8 exha6.txt EXHIBIT (A)(6) GUIDELINES FOR TAXPAYER ID EXHIBIT (a)(6) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer - Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. - -------------------------------------------------------------------------------- For this type of account: Give the NAME and SOCIAL SECURITY NUMBER of: 1. Individual The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, any one of the individuals(1) 3. Custodian account of a minor (Uniform The minor(2) Gift to Minor Act) 4. a. The usual revocable savings trust The grantor-trustee(1) (grantor is also trustee) b. So-called trust account that is not a legal The actual owner(1) or valid trust under State law 5. Sole proprietorship or single-owner LLC The owner(3) 6. A valid trust, estate, or pension trust Legal entity(1) 7. Corporate or LLC electing corporate status The corporation on Form 8832 8. Association, club, religious, charitable, The organization educational or other tax-exempt organization 9. Partnership or multi-member LLC The partnership 10. A broker or registered nominee The broker or nominee 11. Account with the Department of Agriculture The public entity in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
- -------------------------------------------------------------------------------- (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or `doing business as' name. You may use either your social security number or employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Internal Revenue Service Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at your local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on payments made in connection with the offer may include the following: o A corporation. o A financial institution. o An organization exempt from tax under section 501(a), or an individual retirement plan. o The United States or any agency or instrumentality thereof. o A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. o A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. o An international organization, or any agency or instrumentality thereof. o A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. o A real estate investment trust. o A common trust fund operated by a bank under section 584(a). o An entity registered at all times during the tax year under the Investment Company Act of 1940. o A foreign central bank of issue. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING). Privacy Act Notice. -- Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number. -- If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding. -- If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. (4) Misuse of Taxpayer Identification Numbers. -- If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.7 9 exhibita7.txt EXHIBIT (A)(7) SUMMARY ADVERTISEMENT EXHIBIT (a)(7) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Units. The Offer is made only by the Offer to Purchase, dated May 1, 2003, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Units. The Offer will not be made to (and tenders will not be accepted from or on behalf of) holders of Units in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING LIMITED PARTNER UNITS IN HALLWOOD REALTY PARTNERS, L.P. AT $100.00 NET PER UNIT BY HIGH RIVER LIMITED PARTNERSHIP High River Limited Partnership, a Delaware limited partnership ("Purchaser") affiliated with Carl C. Icahn, hereby offers to purchase any and all of the outstanding limited partnership units (the "Units"), of Hallwood Realty Partners, L.P. ("Hallwood"), at $100.00 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 1, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (including the Instructions thereto, which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Tendering holders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 10 of the Letter of Transmittal, transfer taxes on the purchase of Units by Purchaser pursuant to the Offer. Purchaser will pay all charges and expenses of American Stock Transfer & Trust Company (the "Depositary") and D.F. King & Co., Inc. (the "Information Agent"). - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON THURSDAY, MAY 29, 2003, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Offer is conditioned upon, among other things, the redemption by the Partnership of the rights to purchase additional Units issued under a Unit Purchase Rights Agreement dated as of November 30, 1990, as amended, without instituting any similar rights plan, or Purchaser otherwise 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. Please see Sections 1 -- "Terms of the Offer" and 13 -- "Conditions to the Offer" in the Offer to Purchase. The Offer is not conditioned on financing. Upon the terms and subject to the conditions set forth in the Offer (including the terms and conditions set forth in Section 13 -- "Conditions to the Offer" in the Offer to Purchase and, if the Offer is extended or amended, the terms and conditions of such extension or amendment (the "Offer Conditions")), Purchaser will accept for payment, and will pay for, Units validly tendered on or prior to the Expiration Date (as defined herein) and not withdrawn as permitted by Section 4 -- "Withdrawal Rights" in the Offer to Purchase. The term "Expiration Date" means 12:00 Midnight, New York City time, on Thursday, May 29, 2003, unless Purchaser shall have extended the period for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as so extended by Purchaser, shall expire. The period until 12:00 Midnight, New York City, on May 29, 2003, as such period may be extended, is referred to as the "Offering Period." If there is a Subsequent Offering Period (as defined in the Offer to Purchase), all Units tendered during the Offering Period will be immediately accepted for payment and promptly paid for following the expiration of the Offering Period and Units tendered during a Subsequent Offering Period will be immediately accepted for payment and paid for as they are tendered. Subject to applicable rules of the Securities and Exchange Commission (the "SEC"), Purchaser expressly reserves the right to delay acceptance for payment of or payment for Units in order to comply, in whole or in part, with any applicable law. In all cases, payment for Units tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Units (or a confirmation of a Book-Entry transfer of such Units (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility")), (ii) a Letter of Transmittal, properly completed and duly executed with any required signature guarantees, or, in the case of a Book-Entry transfer, an Agent's Message (as defined in the Offer to Purchase), and (iii) any other required documents. For purposes of the Offer, Purchaser will be deemed to have accepted for payment Units validly tendered and not withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Units pursuant to the Offer. Payment for Units accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering holders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering holders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR TENDERED UNITS BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Offering Period by giving oral or written notice of such extension to the Depositary. During any such extension of the Offering Period, all Units previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering holder to withdraw such holder's Units. Please see Section 4 -- "Withdrawal Rights" in the Offer to Purchase. Subject to the applicable regulations of the SEC, Purchaser also expressly reserves the right, in its sole discretion, at any time or from time to time, (i) to delay acceptance for payment of or (regardless of whether such Units were theretofore accepted for payment) payment for any tendered Units, or to terminate or amend the Offer as to any Units not then paid for, on the occurrence of any of the Offer Conditions and (ii) 2 to waive any waivable condition and to set forth or change any other term and condition of the Offer, by giving oral or written notice of such delay, termination, amendment, waiver or change to the Depositary and by making a public announcement thereof. If Purchaser elects to provide a Subsequent Offering Period, it expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Subsequent Offering Period (not beyond a total of 20 business days) by giving oral or written notice of such extension to the Depositary and taking any other action required by law. If Purchaser accepts any Units for payment pursuant to the terms of the Offer, it will accept for payment all Units validly tendered during the Offering Period and not withdrawn, and, on the terms and subject to the conditions of the Offer, including but not limited to the Offer Conditions, it will promptly pay for all Units so accepted for payment and will immediately accept for payment and promptly pay for all Units as they are validly tendered in any Subsequent Offering Period. Purchaser confirms that its reservation of the right to delay payment for Units which it has accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act"), which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of a tender offer. Tenders of Units made pursuant to the Offer are irrevocable except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the termination of the Offering Period and, unless accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after June 29, 2003. There will be no withdrawal rights during any Subsequent Offering Period for Units tendered during the Subsequent Offering Period. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person having tendered the Units to be withdrawn, the number or amount of Units to be withdrawn and the names in which the certificate(s) evidencing the Units to be withdrawn are registered, if different from that of the person who tendered such Units. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Units have been tendered for the account of any Eligible Institution. If Units have been tendered pursuant to the procedures for Book-Entry tender as set forth in Section 3 -- "Procedure for Tendering Units" in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Units. If certificates for Units to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Units to be withdrawn must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tender for Units may not be rescinded, and any Units properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Units may be retendered by following one of the procedures 3 described in Section 3 of the Offer to Purchase -- "Procedure for Tendering Units" at any time prior to the Expiration Date. If Purchaser extends the Offer, is delayed in its acceptance for payment of Units, or is unable to accept for payment Units pursuant to the Offer, for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain the tendered Units, and such Units may not be withdrawn except to the extent that tendering holders are entitled to withdrawal rights as set forth in Section 4 -- "Rights of Withdrawal" in the Offer to Purchase. In general, a holder will recognize gain or loss on a sale of Units pursuant to the Offer equal to the difference between: (i) the holder's "amount realized" on the sale; and (ii) the holder's adjusted tax basis in the Units sold. The "amount realized" with respect to a Unit will be a sum equal to the amount of cash received by the holder for the Unit pursuant to the Offer (that is, the purchase price) plus the holder's share of the Partnership's liabilities allocable to the Units. The amount of a holder's adjusted tax basis in such Units will vary depending upon the holder's particular circumstances. Generally, a holder's basis in the Units will be equal to cash paid for such Units, increased by: (i) his share of the Partnership's liabilities allocable to the Unit (as determined under the Internal Revenue Code); and (ii) his share of items of partnership income and gain, and reduced, but not below zero, by: (a) his share of items of partnership loss and deduction; and (b) any cash distributions received by such Holder from the Partnership. The gain or loss recognized by a holder on a sale of a Unit pursuant to the Offer generally will be treated as a capital gain or loss if (as is generally expected to be the case) the Unit was held by the holder as a capital asset. That capital gain or loss will be treated as long-term capital gain or loss if the tendering holder's holding period for the Unit exceeds 12 months. Under current law, long-term capital gains of individuals and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 20%, whereas the maximum marginal federal income tax rate for ordinary income of such persons is 38.6%. Corporate taxpayers are taxed at a maximum federal income tax rate of 35% on both long-term capital gains and ordinary income. See Section 6 of the Offer to Purchase "Certain Federal Income Tax Consequences to Holders". Holders should consult their own tax advisors with respect to the specific tax consequences to them of the Offer, including the application and effect of federal, state, local, foreign or other tax laws. The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Exchange Act, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. A request is being made to the Partnership pursuant to Rule 14d-5 under the Exchange Act for the use of the Partnership's holder list and security position listings for the purpose of disseminating the Offer to holders. Upon compliance by the Partnership with such request, the Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Units and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the holder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Units. 4 THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Questions and requests for assistance may be directed to the Information Agent at the address and telephone numbers set forth below and on the back cover of the Offer to Purchase. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee. Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Units pursuant to the Offer (other than the Depositary and the Information Agent as described in the Offer to Purchase). The Information Agent for the Offer is: D.F. King & Co., Inc. 48 Wall Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 290-6426 5 EX-99.8 10 exhibita8.txt EXHIBIT(A)(8) HIGH RIVER LP VERIFIED COMPLAINT EXHIBIT (a)(8) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY HIGH RIVER LIMITED PARTNERSHIP, Plaintiff, v. C.A. No. ____________ HALLWOOD REALTY, LLC, ANTHONY J. GUMBINER, WILLIAM J. GUZZETTI, ALAN G. CRISP, WILLIAM F. FORSYTH, and EDWARD T. STORY, Defendants, and HALLWOOD REALTY PARTNERS, L.P., Nominal Defendant. VERIFIED COMPLAINT Plaintiff High River Limited Partnership ("High River"), by its undersigned attorneys, alleges for its complaint against Defendants as follows: NATURE OF THE CLAIM 1. This is an action for declaratory and injunctive relief to remedy Defendants' misuse of a Unitholders Rights Plan (the "Poison Pill") for the primary purpose of entrenching the general partner of nominal defendant Hallwood Realty Partners, L.P. (the "Partnership") and preserving the lucrative benefits Defendants receive from the Partnership. Specifically, Defendants have wrongfully utilized the Poison Pill to prevent plaintiff and other third parties from purchasing 15 percent or more of the units of the Partnership, while at the same time exempting the general partner and its affiliates and subsidiaries from the provisions of the Poison Pill, thus enabling them to continue to make purchases, even up to the point where the unitholders are completely powerless to remove the general partner. Defendants' manipulation of the corporate machinery, self-dealing and breaches of fiduciary duty deprive the unitholders of the Partnership of the ability to accept an all-cash, all-units, non-coercive tender offer at a substantial premium to the unaffected market price (the "Tender Offer"). Accordingly, High River seeks the entry of an Order to prevent Defendants' continued misuse of the Poison Pill, by either making all parties, including the general partner, subject to its terms, or alternatively, requiring the general partner to remove the threat of the Poison Pill so that plaintiff can proceed with its Tender Offer. THE PARTIES 2. Plaintiff High River is a Delaware limited partnership with a principal place of business in Mount Kisco, New York. High River owns 235,000 units of the Partnership, representing 14.78 percent of all outstanding units. High River is indirectly wholly-owned by Carl C. Icahn. 3. Nominal defendant Hallwood Realty Partners, L.P. is a Delaware limited partnership engaged in the acquisition, ownership and operation of commercial real estate. The Partnership is publicly traded on the American Stock Exchange. 4. Defendant Hallwood Realty, LLC ("Realty" or the "General Partner") is a Delaware limited liability company and is the general partner of the Partnership. 5. Defendant Anthony J. Gumbiner has been a director and the chairman of the General Partner since 1990. 6. Defendant William L. Guzzetti has been president, chief operating officer and a director of the General Partner since 1990. 7. Defendants Alan G. Crisp, William F. Forsyth and Edward T. Story are each directors of the General Partner. BACKGROUND 8. Since the formation of the Partnership in 1990, Realty has annually paid itself and its affiliates lucrative fees from the Partnership, including among other things, asset management fees, acquisition fees and disposition fees. 9. Last year alone, Realty received over $600,000 in fees and almost $3.5 million in reimbursement of purported expenses from the Partnership. 10. In addition, in 2002, Realty caused the Partnership to pay over $8.5 million to Hallwood Commercial Real Estate, LLC, an affiliate of Realty, in property management fees, lease commissions, construction fees, and reimbursement of costs from the Partnership. 11. Under the terms of the Amended and Restated Agreement of the Limited Partnership dated June 7, 1990 (the "Partnership Agreement"), Realty may only be removed as the general partner of the Partnership upon the affirmative vote or written consent of 66 2/3% of the outstanding units. 12. In addition to the protection provided to Realty by the high-vote removal provision contained in the Partnership Agreement, shortly after the formation of the Partnership, Realty on behalf of the Partnership executed a Unit Purchase Rights Agreement dated November 30, 1990, between the Partnership and EquiServe Trust Company, N.A. (formerly known as Bank Boston, N.A. and The First National Bank of Boston), as rights agent (the "Original Rights Agreement"). The Original Rights Agreement stated that the rights provided for therein are triggered by someone becoming an "Acquiring Person," which was defined as a Person or group of affiliated or associated Persons that has acquired beneficial ownership of 15 percent or more of the Partnership's Voting Units, subject to certain delineated exemptions. 13. The terms of the Original Rights Agreement expressly exempted from the definition of "Acquiring Person" the General Partner as well as its subsidiaries and affiliates. Indeed, the Rights Agreement placed absolutely no limitations on additional purchases of units by the General Partner or its subsidiaries and affiliates. 14. In addition, the Original Rights Agreement granted significant discretion to the General Partner to exempt a Person from the definition of Acquiring Person by approving the transaction that results in the Person owning greater than 15% of the units. Importantly, in such situation, the Original Rights Agreement provided that such Person would become an Acquiring Person upon its acquisition of an additional 1% of the units of the Partnership. 15. Thus, the Poison Pill prevented a third party from acquiring greater than 15 percent of the outstanding units of the Partnership without the General Partner's consent, while at the same time granting the General Partner and its subsidiaries and affiliates the unfettered right to purchase additional units, even if the effect of those purchases was to allow the General Partner to "creep" into a completely entrenched control position whereby the unitholders were powerless to remove the General Partner under the Removal Provision. 16. In 2000, Realty sued various unitholders of the Partnership in the United States District Court for the Southern District of New York seeking, among other things, a declaration that such unitholders had become an "Acquiring Person" under the Original Rights Agreement. On February 14, 2000, the General Partner on behalf of the Partnership amended the Original Rights Agreement to extend its term until one year following the entry of a final order in the New York action. Upon information and belief, a final order was entered in the New York action in April of 2002, and the Poison Pill was set to expire by its terms in April of 2003. 17. In February 2003, representatives of Mr. Icahn sought a meeting with the General Partner to discuss the Partnership. The General Partner refused to meet at that time. 18. On March 1, 2003, High River purchased 235,000 units of the Partnership, representing 14.78 percent of all outstanding units. 19. High River publicly disclosed the purchase by filing a Schedule 13D on March 3, 2003. In the Schedule 13-D, High River disclosed that it believes the value of the units exceeds its purchase price and that, in the future, it may seek to acquire additional units through private purchases, in the open market, or through a tender or exchange offer. 20. Instead of allowing the Poison Pill to expire by its terms in April 2003, on March 28, 2003, the board of directors of the General Partner voted to amend the Original Rights Agreement in order to, among other things, extend its term for an additional five years (the "Amended Rights Agreement"). 21. In addition, to preserve their ability to thwart any effort to remove the General Partner, Defendants continued the provision in the Original Rights Agreement that expressly exempts the General Partner and its subsidiaries and affiliates from the definition of Acquiring Person. Thus, although the Poison Pill continues to limit the purchases of third parties, it places absolutely no limitations on additional purchases by the General Partner and its subsidiaries and affiliates. 22. According to the Partnership's Form 10-K filed on March 18, 2003, HWG LLC, an affiliate of the General Partner, presently owns 330,432 units of the Partnership, representing 20.7% of the outstanding units. On a fully diluted basis, the General Partner and its affiliates own approximately 23% of the outstanding units. 23. The Amended Rights Agreement also permits the Partnership, by action of the General Partner, to redeem the rights at a price of $.01 per right. 24. The General Partner publicly disclosed the amendments to the Rights Agreement in filings with the Securities and Exchange Commission on April 1, 2003. 25. On April 23, 2003, High River issued a press release announcing that it intends to make a tender offer for all of the outstanding units of the Partnership at a cash price of $100 per unit, which constitutes an approximately 15% premium over yesterday's closing price and an approximately 40% premium over the price on the date of the announcement of Plaintiff's purchase of units. 26. Upon information and belief, Defendants will not approve of the Tender Offer or otherwise permit plaintiff to be exempt from the definition of "Acquiring Person" as used in the Amended Rights Agreement. 27. Thus, Defendants have misused the Poison Pill to create an unfair structure that allows them and the affiliates and subsidiaries of the Partnership to purchase additional units or exempt a related party so as to entrench the General Partner. Specifically, although plaintiff and all other potential third party acquirers are held at bay by the Poison Pill, the General Partner and its subsidiaries and affiliates are free to continue to purchase units. Thus, there is a substantial risk that Defendants will seek to defeat the Tender Offer and forever entrench the General Partner by purchasing enough additional units to increase their ownership position to greater that 33 1/3%, while plaintiff is prevented from making additional purchases by the terms of the Poison Pill. 28. In breach of their fiduciary duties and contractual obligations under the Partnership Agreement, Defendants have employed the machinery of the Partnership to entrench the General Partner and to prevent the Partnership's unitholders from having the opportunity to consider the Tender Offer. Such action not only harms High River, it harms all of the Partnership's unitholders by depriving them of their right to consider on its merits High River's all-cash, all-units, non-coercive Tender Offer as well as any other offer that might be made in the future if not for the Poison Pill. 29. Plaintiff's concern about Defendants' conduct is not an idle one. As this Court knows, the General Partner and its directors have a history of acting against the interests of the Partnership and its unitholders to favor their personal interests. Less than two years ago, this Court held, and the Supreme Court affirmed, that the General Partner, aided and abetted by Gumbiner and Guzzetti, used the corporate machinery to complete a series of transactions that violated the terms of the Partnership Agreement. Those transactions had the effect of increasing Defendants' ownership interest in the Partnership. Gotham Ptnrs., L.P. v. Hallwood Realty Ptnrs., L.P., 795 A.2d. 1 (Del. Ch. 2001), aff'd in part, rev'd in part, 817 A.2d 160 (Del. 2002). 30. Without the Court's intervention, High River, as well as all other unitholders of the Partnership, will suffer substantial irreparable harm if Defendants act to permanently foreclose the unitholders from ever being able to remove the General Partner. Further, without intervention by the Court, High River will be irreparably harmed by losing the right to have its all-cash, all-units, non-coercive Tender Offer considered on its merits by the Partnership's unitholders. Court intervention is needed to stop the Defendants' misuse of the Poison Pill in order to thwart the rights of unitholders to receive offers for their shares. FIRST CLAIM FOR RELIEF: Breach of Fiduciary Duty Against the General Partner and the Director Defendants 31. High River repeats and realleges each and every allegation made in paragraphs 1 through 30 of this Complaint. 32. The General Partner and the Director Defendants owe fiduciary and contractual duties of loyalty and good faith to the Partnership and its unitholders. 33. Defendants' actions to further their own personal interests at the expense and to the detriment of the Partnership and its unitholders constitutes a breach of the Defendants' fiduciary and contractual duties. 34. Plaintiff has no adequate remedy at law. SECOND CLAIM FOR RELIEF: Breach of Fiduciary Duty - Blasius/Unocal - Against the General Partner and the Director Defendants 35. High River repeats and realleges each and every allegation made in paragraphs 1 through 34 of this Complaint. 36. Delaware law imposes a duty upon the General Partner and the Director Defendants to not act for the purpose of entrenching themselves. In addition, Delaware law imposes a duty on the General Partner and Director Defendants to act reasonably and not to invoke deal protection measures unless they are in response to a legitimate threat to the Partnership's policy and effectiveness. 37. Defendants' actions in misusing the Partnership machinery to thwart the unitholders consideration of the Tender Offer as well as other possible third-party offers, while exempting the General Partner and its subsidiaries and affiliates from the restrictions of the Poison Pill, violates those duties. 38. Plaintiff has no adequate remedy at law. THIRD CLAIM FOR RELIEF: Breach of Fiduciary Duty - Revlon - Against the General Partner and the Director Defendants 39. High River repeats and realleges each and every allegation made in paragraphs 1 through 38 of this Complaint. 40. To the extent that Defendants have misused the Poison Pill to allow themselves to acquire absolute control of the Partnership by forever foreclosing the ability of the unitholders to remove the General Partner, they have breached their fiduciary and contractual duties to the unitholders to maximize the Partnership's value for the benefit of all unitholders. 41. Plaintiff has no adequate remedy at law. FOURTH CLAIM FOR RELIEF: Aiding and Abetting Breach of Fiduciary Duty 42. High River repeats and realleges each and every allegation made in paragraphs 1 through 41 of this Complaint. 43. To the extent the Court finds that the Director Defendants do not directly owe fiduciary duties to the Partnership and its unitholders, the Director Defendants have knowingly aided and abetted the General Partner's breaches of fiduciary duty. 44. The Director Defendants acted as the board of the General Partner to extend the term of the Poison Pill for an additional five years and to continue the exemption of the General Partner from its restrictions. 45. In addition, upon information and belief, the Director Defendants refuse to approve the Tender Offer so as to allow the unitholders to consider it on the merits. 46. Plaintiff has no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, plaintiff High River prays that this Court enter judgment against the Defendants as follows: A. Declaring that the Defendants have breached their fiduciary duties to the Partnership and its unitholders; B. Temporarily, preliminarily and permanently enjoining Defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from treating the General Partner and its subsidiaries and affiliates as exempt from or otherwise not subject to the definition of Acquiring Person under the Amended Rights Agreement; C. Alternatively, temporarily, preliminarily and permanently enjoining Defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from treating plaintiff as an Acquiring Person under the Amended Rights Agreement or exercising the Poison Pill or issuing any rights or units thereunder pursuant to the terms of the Poison Pill with respect to the Tender Offer; D. Ordering the Defendants to carry out their fiduciary duties to plaintiff and the other unitholders of the Partnership; E. In the event that Defendants have purchased additional units since plaintiff became a unitholder of Partnership, requiring Defendants to vote or grant consents for those additional units in favor of any proxy or consent solicitation by plaintiff to remove the General Partner in proportion to the number of proxies or consents given by unitholders unaffiliated with Defendants; F. Awarding compensatory damages against Defendants, individually and severally, in an amount to be determined at trial, together with pre-judgment and post-judgment interest, arising from their breaches of fiduciary duty; G. Awarding plaintiff its costs and expenses, including reasonable attorneys' fees and experts' fees; and H. Granting plaintiff such other and further relief as the Court may deem just and proper. MORRIS, NICHOLS, ARSHT & TUNNELL /s/ David J. Teklits David J. Teklits Andrew H. Lippstone 1201 North Market Street P. O. Box 1347 Wilmington, DE 19899-1347 (302) 658-9200 Attorneys for Plaintiff High River Limited Partnership April 23, 2003 EX-99.9 11 exhibita9.txt EXHIBIT (A)(9) PRESS RELEASE EXHIBIT(a)(9) FOR IMMEDIATE RELEASE Icahn Affiliate to Make Tender Offer For Units of Hallwood Realty Partners, L.P. New York, NY, April 23, 2003 - High River Limited Partnership, an affiliate of Carl C. Icahn, today announced that it intends to initiate a tender offer for any and all of the partnership units of Hallwood Realty Partners, L.P. (the "Partnership") (AMEX: HRY) at $100 per unit in cash. The tender offer will not be subject to financing. Mr. Icahn noted that the price represents a premium of approximately 40% over the average closing price of approximately $70.80 for Units during the 60 days prior to March 3, 2003, the date on which it was first publicly disclosed that he had purchased Units. The offer will be conditioned on the elimination of the Partnership's poison pill or the poison pill otherwise being inapplicable to the offer. In that regard, affiliates of Mr. Icahn have today commenced litigation challenging the poison pill on the grounds that it permits the general partner of the Partnership and its affiliates to purchase Units without restriction. That litigation is unrelated to the litigation pending in the Delaware Court of Chancery, Gotham Partners L.P. v. Hallwood Realty Partners, L.P., et al, which, among other things, challenges prior share purchases from the Partnership by the general partner of the Partnership. The offer will also be conditioned on the absence of material transactions by the Partnership and other typical terms and conditions. High River and its affiliates have not yet commenced the tender offer referred to in this statement. Upon the commencement of any tender offer, they will file a tender offer statement with the Securities and Exchange Commission. That statement will contain important information about the tender offer and should be read by security holders. If a tender offer is commenced, security holders will be able to obtain at no charge (i) the tender offer statement and other documents when they become available on the Securities and Exchange Commission's website at http://www.sec.gov and (ii) the offer to purchase and all related documents from the offeror. Contact: Susan Gordon (212) 702-4309 EX-99.10 12 exhibita10.txt EXHIBIT (A)(10) UNIT PURCHASE AGREEMENT Exhibit (a)(10) UNIT PURCHASE AGREEMENT by and among GOTHAM PARTNERS, L.P., Gotham Partners III, L.P., Gotham Holdings II, L.L.C. and HIGH RIVER LIMITED PARTNERSHIP dated as of March 1, 2003 TABLE OF CONTENTS Page Article I PURCHASE AND SALE; CLOSING.................................1 1.1 PURCHASE AND SALE..........................................1 1.2 PURCHASE PRICE.............................................1 1.3 CLOSING....................................................1 1.4 ADDITIONAL PURCHASE PRICE..................................1 1.5 NET WORTH..................................................1 Article II REPRESENTATIONS AND WARRANTIES OF SELLERS..................2 2.1 ORGANIZATION OF SELLER.....................................2 2.2 AUTHORITY..................................................2 2.3 TITLE......................................................2 2.4 NO CONFLICTS...............................................2 2.5 UNITS......................................................2 Article III REPRESENTATIONS AND WARRANTIES OF PURCHASER................3 3.1 ORGANIZATION OF PURCHASER..................................3 3.2 AUTHORITY..................................................3 3.3 NO CONFLICTS...............................................3 Article IV ASSIGNMENT AND ASSUMPTION..................................3 Article V DEFINITIONS.................................................3 Article VI STANDSTILL.................................................5 Article VII MISCELLANEOUS.............................................6 7.1 ENTIRE AGREEMENT...........................................6 7.2 WAIVER.....................................................6 7.3 AMENDMENT..................................................6 7.4 NO THIRD PARTY BENEFICIARY.................................7 7.5 ASSIGNMENT; BINDING EFFECT.................................7 7.6 HEADINGS...................................................7 7.7 INVALID PROVISIONS.........................................7 7.8 GOVERNING LAW..............................................7 7.9 COUNTERPARTS...............................................7 7.10 PURCHASER OBLIGATION.......................................7 7.11 FURTHER ASSURANCES.........................................8 7.12 LIABILITY..................................................8 7.13 NOTICES....................................................9 7.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.................9 7.15 TERMINATION...............................................10 This UNIT PURCHASE AGREEMENT (the or this "Agreement"), dated as of March 1, 2003, is made and entered into by and among Gotham Partners, L.P., a New York limited partnership ("Gotham"), Gotham Partners III, L.P., a New York limited partnership, and Gotham Holdings II, L.L.C., a Delaware limited liability company (collectively "Sellers" and each a "Seller"), on the one hand, and High River Limited Partnership, a Delaware limited partnership ("Purchaser"), on the other hand. Capitalized terms not otherwise defined herein have the meanings set forth in ARTICLE V. WHEREAS, Purchaser desires to purchase from Sellers, and Sellers desire to sell to Purchaser, 235,000 Units (the "Sale Units") of limited partnership interest in Hallwood Realty Partners, L.P. (the "Partnership"), on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Article I PURCHASE AND SALE; CLOSING 1.1 PURCHASE AND SALE. Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, the Sale Units, on the terms and subject to the conditions set forth in this Agreement. 1.2 PURCHASE PRICE. The purchase price for the Sale Units is $80.00 per unit, being an aggregate of $18,800,000 (the "Purchase Price"), payable in immediately available United States funds at the Closing in the manner provided in SECTION 1.3. 1.3 CLOSING. The Sale Units will be delivered via a DTC-book entry transfer from the account of Sellers to the account of Purchaser, through Icahn & Co., Inc., against delivery of the Purchase Price in a transaction initiated on March 3, 2003. 1.4 ADDITIONAL PURCHASE PRICE. If, on or prior to the date that is 36 months after the date hereof, Purchaser sells or otherwise transfers, or agrees (either orally or in writing) to sell or otherwise transfer, any of the Sale Units (other than a sale or disposition to an Affiliate of Purchaser where such Affiliate assumes the obligation to make the payment contemplated in this sentence with respect to any disposition of such Sale Units), Purchaser will pay to Gotham, as agent for all Sellers, within two business days following the sale or other transfer, the Additional Purchase Price, at an account designated by Gotham. 1.5 NET WORTH. Purchaser agrees that, on and after the date hereof, until the termination of this Agreement, Purchaser shall maintain a net equity value based on fair market value of at least $500 million; provided, however, that Purchaser shall not be required to maintain such a net equity value if all of the liabilities, obligations and duties of Purchaser pursuant to this Agreement shall be assumed by a Person or Persons who, in the aggregate, shall maintain a net equity value based on fair market value of at least $500 million until the termination of this Agreement. 1 Article II REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers hereby represent and warrant to Purchaser as follows: 2.1 ORGANIZATION OF SELLER. Each Seller is an organization as contemplated above duly organized, validly existing and in good standing under the Laws of the place of its organization. Each Seller has full organizational power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, to sell and transfer (pursuant to this Agreement) the Sale Units. 2.2 AUTHORITY. The execution and delivery by each Seller of this Agreement, and the performance by such party of its obligations hereunder, have been duly and validly authorized by the applicable general partner, manager or other applicable body and no other organizational action on the part of any Seller or its partners or members is necessary to approve this transaction. This Agreement has been duly and validly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. 2.3 TITLE. The delivery of the Sale Units by each Seller to Purchaser in the manner provided in SECTION 1.3 will transfer to Purchaser good and valid title to the Sale Units, free and clear of all Liens other than Liens created by Purchaser. 2.4 NO CONFLICTS. (a) The execution and delivery by each Seller of this Agreement does not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of any Seller. 2.5 UNITS. (a) As of the date hereof, Sellers are the Beneficial Owners of exactly 237,994 Units (including the Sale Units to be purchased hereunder). (b) To the best knowledge of Sellers after due inquiry, as of the date hereof, Sellers are not, and have not engaged in any arrangement, agreement, understanding or other transaction, either alone or together with their Affiliates or Associates (as defined in the Poison Pill) that has or will cause: (x) any of them to be, an "Acquiring Person" (as defined in the Poison Pill), or (y) a "Trigger Event" (as defined in the Poison Pill). 2 Article III REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Sellers as follows: 3.1 ORGANIZATION OF PURCHASER. Purchaser is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Purchaser has full organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby including, without limitation, to purchase (pursuant to this Agreement) the Sale Units. 3.2 AUTHORITY. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations hereunder, have been duly and validly authorized and no other organizational action on the part of Purchaser or its partners is necessary to approve this transaction. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. 3.3 NO CONFLICTS. The execution and delivery by Purchaser of this Agreement does not, and the performance by Purchaser of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of Purchaser. Article IV ASSIGNMENT AND ASSUMPTION Effective at the Closing, and subject to the terms of the Partnership Agreement, each Seller transfers, assigns, conveys, grants and sets over to Purchaser, its successors and assigns forever, all of such Seller's right, title and interest as of such date in, to and under the Sale Units, including, without limitation, all rights to any distribution thereunder. Article V DEFINITIONS (a) DEFINED TERMS. As used in this Agreement, the following defined terms have the meanings indicated below: "ADDITIONAL PURCHASE PRICE" means any Covered Profits on any sale or other transfer of any Sale Unit (each a "Covered Unit"). "ADDITIONAL SIGNATORIES" means the persons executing this agreement on the signature page hereof below the caption "Additional Signatories". "AFFILIATE" means any Person that directly, or indirectly through one of more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "AGREEMENT" means this Unit Purchase Agreement, as the same shall be amended from time to time. "ASSETS AND PROPERTIES" of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person. "BENEFICIAL OWNER" has the meaning attributed to it in the Poison Pill. "CLOSING" means the closing of the transactions contemplated by SECTION 1.3. "CLOSING DATE" means the closing date of the transactions contemplated by SECTION 1.3. "CONTRACT" means any agreement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement or other contract, including, without limitation, the Partnership Agreement. "CONTROL" means the possession of the power, directly or indirectly, to direct or cause the direction of the management and policies of any other person, whether through the ownership of voting securities, by contract, or otherwise. "COVERED PROFITS" means 50% of the net amount (after reasonable commissions, legal expenses and regulatory filing fees and expenses) derived by Purchaser and its Affiliates on the sale or other transfer of a Covered Unit in excess of the sum of: (i) $80.00 plus (ii) interest thereon accruing on a daily basis at a rate of 10% per annum (equitably adjusted for splits, stock dividends and similar events). For example: if Purchaser derives net proceeds of $100 on the sale of one Covered Unit that it has held for 18 months, then the "Covered Profit" on that Covered Unit would be $4.00 computed as follows: $80.00 + $12.00 (accrued interest) = $92.00 $100.00 - $92.00 = $8.00 $8.00 x 50% = $4.00 "GOVERNMENTAL OR REGULATORY AUTHORITY" means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision. "LAWS" means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States or any state, county, city or other political subdivision or of any Governmental or Regulatory Authority. "LICENSE" means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority. "LIENS" means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing. "ORDER" means any writ, judgment, decree, injunction or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final). "PARTNERSHIP" has the meaning ascribed to it in the forepart of this Agreement. "PARTNERSHIP AGREEMENT" means the Amended and Restated Limited Partnership Agreement of Hallwood Realty Partners, L.P., dated as of June 7, 1990, as amended. "PERSON" means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority. "POISON PILL" means the Partnership's Unit Purchase Rights Agreement with The First National Bank of Boston as Rights Agent, dated as of November 30, 1990, as amended. "PURCHASE PRICE" has the meaning ascribed to it in SECTION 1.2. "PURCHASER" has the meaning ascribed to it in the forepart of this Agreement. "SALE UNITS" has the meaning ascribed to it in the forepart of this Agreement. "SELLER" has the meaning ascribed to it in the forepart of this Agreement. "UNITS" means units of limited partnership interests in the Partnership. 3 Article VI STANDSTILL Each Seller and the persons signing as Additional Signatories below, each individually and on its own behalf, agree that, from and after the execution hereof, neither such Seller nor such Additional Signatory nor any of their respective Affiliates or Associates (as defined in the Poison Pill) (the "Covered Persons") will, nor will they authorize or permit any of their respective representatives in their capacity as such to: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or become the Beneficial Owner of, any units or other interest in the Partnership or direct or indirect rights to acquire any units or other interest in the Partnership (including in all cases equity securities and securities convertible into equity securities); provided, however, that neither Sellers nor the Additional Signatories shall be in violation of this subclause (i) if a Covered Person acquired, offered to acquire or agreed to acquire, or became the Beneficial Owner of, units or other interests in the Partnership without the knowledge of Sellers or the Additional Signatories, as the case may be; provided further, however, that if Sellers or the Additional Signatories become aware of such acquisition, offer or agreement, Sellers or the Additional Signatories shall use reasonable best efforts to, or cause the Covered Persons to, sell, transfer or otherwise dispose of such units or other interest in the Partnership; (ii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the rules of the Securities Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any units (other than the Units beneficially owned by Sellers immediately after the Closing) or other interest in the Partnership; provided, however, that neither Sellers nor the Additional Signatories shall be in violation of this subclause (ii) if a Covered Person discusses the Partnership or voting matters related to any units or other interest in the Partnership, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization, liquidation, dissolution or other extraordinary transaction of or involving units or other interest in the Partnership, (iv) form, join or in any way participate in a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) in connection with any units or other interest in the Partnership (other than to the extent it may be deemed to be part of a "group" with Purchaser by virtue of having entered into this Agreement or by virtue of the Units which will continue to be or were previously beneficially owned by Sellers), or (v) enter into any written arrangements, understandings or agreement with, or actively advise, assist or encourage, any persons in connection with any of the foregoing; provided that the foregoing shall not limit the right of Sellers to prosecute, in its discretion and at its sole cost and expense, the existing litigation entitled Gotham Partners, L.P. v. Hallwood Realty Partners, et al. (Civ. Act. No. 15754NC) and any appeal therefrom. Irreparable harm shall be presumed if any Person breaches any term or provision of this Article VI. Accordingly, Sellers and the Additional Signatories agree that Purchaser shall be entitled to an injunction and other equitable relief, without posting any bond or security in connection therewith, to prevent the breach of this Article VI. The equitable remedies contemplated hereby shall not be deemed to be exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. 5 Article VII MISCELLANEOUS 7.1 ENTIRE AGREEMENT. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. 7.2 WAIVER. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative. 7.3 AMENDMENT. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of the party to be charged therewith. 6 7.4 NO THIRD PARTY BENEFICIARY. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person, other than a person referred to herein, such as by reference to an Affiliate or indemnified person. 7.5 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Purchaser without the prior written consent of the other parties, except that Purchaser may from time to time assign or otherwise transfer, in whole or in part, any or all of its rights, interests or obligations hereunder to its Affiliates; provided that any such assignment or transfer shall not relieve Purchaser of any of its obligations hereunder. Subject to the prior sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns. 7.6 HEADINGS. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. 7.7 INVALID PROVISIONS. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from. 7.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York applicable to a Contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. 7.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 7.10 PURCHASER OBLIGATION. (a) Purchaser agrees to indemnify and hold Sellers and the Additional Signatories and their Affiliates and each of their respective officers, directors, partners, managers and employees (each, a "Seller Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable fees and expenses of counsel) which may at any time be imposed on, incurred by or asserted against any such Seller Indemnified Person, as the result of any action taken by (or failure to act of) Purchaser or its Affiliates following the execution and delivery of this Agreement with respect to, or associated or in connection with, the Partnership or Purchaser's interests therein, including the Sale Units (provided, that for avoidance of doubt, such obligation of Purchaser shall not arise out of the entry of the parties into this Agreement or any breach by Sellers or any Additional Signatory of any of their representations, warranties, covenants or agreements hereunder). (b) If a third party commences any action or makes any demand against a Seller Indemnified Person, such Seller Indemnified Person will promptly notify Purchaser in writing of such action or demand; provided that any failure of any Seller Indemnified Person to give such notice shall not relieve Purchaser of its obligations under this SECTION 7.10, except to the extent that Purchaser is actually prejudiced by such failure to give notice. Purchaser shall, at its own expense, defend any action for which such Seller Indemnified Person is entitled to indemnification hereunder and shall be entitled to control the defense of such action with counsel (which counsel shall be chosen by Purchaser and reasonably acceptable to Sellers) who shall jointly represent Purchaser and its Affiliates and such Seller Indemnified Person; provided that in the event that a Seller Indemnified Person desires to participate in such action with counsel selected by such Seller Indemnified Person, such Seller Indemnified Person may do so at its sole cost and expense; provided further, however, that if counsel chosen by Purchaser cannot represent both Purchaser and such Seller Indemnified Person due to a disparity in the defenses available to Purchaser and to such Seller Indemnified Person, or other conflict of interest, such Seller Indemnified Person may participate in such action with counsel reasonably selected by such Indemnified Person at Purchaser's cost and expense. (c) Purchaser shall have the right to settle any action, so long as any such settlement results in a full release to all Seller Indemnified Persons subject to such action with respect to the matters asserted therein. (d) In the event that any Seller Indemnified Person brings a legal action against Purchaser in order to enforce its right to such indemnification, if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that: (i) such Seller Indemnified Person is so entitled to indemnification, then such Seller Indemnified Person asserting such claim shall also be entitled to recover the reasonable cost and expense of counsel incurred in asserting such claim and bringing such action against Purchaser; or (ii) such Seller Indemnified Person has not prevailed in any such action, then such Seller Indemnified Person shall pay to Purchaser the reasonable cost and expense of counsel incurred by Purchaser and its Affiliates in defending such claim. 7 7.11 FURTHER ASSURANCES. Sellers shall execute and deliver, or cause to be executed and delivered, to Purchaser such documents and agreements, and shall take or cause to be taken such actions, as Purchaser may, from time to time, request to carry out the terms and conditions of this Agreement. In addition to the foregoing and not in limitation thereof, each Seller hereby agrees to take such action and execute any transfer application or other documents (at the sole cost and expense of Purchaser) as may be reasonably requested by Purchaser to complete the transfer of the Sale Units contemplated herein and to permit Purchaser to seek to become a substituted limited partner in the Partnership. 7.12 LIABILITY. Each Seller shall, each individually and on its own behalf, be liable with respect to all losses, costs, damages, judgments, suits, charges, expenses and disbursements (including reasonable fees and expenses of counsel) ("Losses") incurred or suffered by Purchaser or its Affiliates as a result of or arising out of a breach by any Seller under this Agreement, and in particular shall be liable for all Losses, of whatever nature, resulting from a breach by Sellers of the terms of Article VI (Standstill) hereof. The Additional Signatories shall, each individually and on his own behalf, be liable with respect to all Losses incurred or suffered by Purchaser or its Affiliates as a result of or arising out of a breach by such Additional Signatory of the terms of Article VI (Standstill) hereof. Other than as set forth in the preceding sentence, the Additional Signatories shall have no personal liability hereunder, unless such Additional Signatory shall have intentionally and knowingly caused a Seller to violate its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, neither any Seller nor any Additional Signatory shall be liable under Article VI for any action taken (or failure to take any action) by their respective Associates (as defined in the Poison Pill) unless (i) such Seller or such Additional Signatory, as the case may be, knew that such Associate was taking actions in violation of this Agreement; and (ii) such Seller or such Additional Signatory, as the case may be (A) had the opportunity to prevent such Associate from taking such actions in violation of this Agreement and (B) did not use such opportunity to prevent such Associate from taking such action in violation of this Agreement. 8 7.13 NOTICES. All notices, requests and demands to or upon the respective parties hereto shall be in writing, including by telecopy, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) if delivered by hand (including by courier), when delivered, (b) in the case of telecopy notice, when receipt has been confirmed by the transmitting telecopy operator. In each case notice shall be sent to the address of the party to be notified, as follows, or to such other address, telecopy number or person's attention as may be hereafter designated by the respective parties hereto in accordance with these notice provisions: If to Purchaser: High River Limited Partnership 767 Fifth Avenue Suite 4700 New York, New York 10153 Attention: Keith L. Schaitkin, Esq. Telephone: 212-702-4380 Facsimile: 212-688-1158 If to Sellers or Additional Signatories: Gotham Partners, L.P. 110 East 42nd Street New York, New York 10017 Attention: David S. Klafter, Esq. Telephone: (212) 286-0300 Facsimile: (212) 286-1133 7.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made in this Agreement by the parties to this Agreement shall survive indefinitely, except for the representation and warranty by Sellers set forth in SECTION 2.5(b), which shall terminate and be of no further force and effect on December 31, 2003. For purposes of clarity, nothing in this SECTION 7.14 shall affect any claims asserted by Purchaser under SECTION 2.5(b) prior to December 31, 2003. 9 7.15 TERMINATION. This Agreement may be terminated only upon the prior mutual written consent of each party hereto. [Signature Page Follows] 10 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each party hereto as of the date first above written. PURCHASER: SELLERS: High River Limited Partnership Gotham Partners, L.P. By: Barberry Corp., its general partner Gotham Partners III, L.P. By: Section H Partners, L.P., its General Partner . By: Karenina Corp., its General Partner By: /s/ Carl C. Icahn. Name: Carl C. Icahn Title: President By: /s/ William A. Ackman Name: William A. Ackman Title: President Gotham Holdings II, L.L.C. By: Gotham Holdings Management LLC, the Manager By: /s/ William A. Ackman Name: William. A. Ackman Title: Senior Managing Member ADDITIONAL SIGNATORIES /s/ William A. Ackman William A. Ackman /s/ David P. Berkowitz David P. Berkowitz [Signature Page to the Unit Purchase Agreement dated as of March 1, 2003] -----END PRIVACY-ENHANCED MESSAGE-----