SC TO-T 1 brauvin4-tot.txt INITIAL FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- BRAUVIN REAL ESTATE FUND L.P. 4 (Name of Subject Company) MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; MORAGA FUND 1, L.P; MORAGA GOLD, LLC; MP INCOME FUND 13, LLC; STEVEN GOLD and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson Paul J. Derenthal, Esq. MacKenzie Patterson, Inc. Derenthal & Dannhauser 1640 School Street One Post Street, Suite 575 Moraga, California 94556 San Francisco, California 94104 (925) 631-9100 (415) 981-4844 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee Transaction Amount of Valuation* Filing Fee $477,000 $95.40 * For purposes of calculating the filing fee only. Assumes the purchase of 4,770 Units at a purchase price equal to $100 per Unit in cash. [ ] Check 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: Form or Registration Number: Filing Party: Date Filed: [ ] 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 [ ] 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: [ ] TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer by MP FALCON GROWTH FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; MORAGA FUND 1, L.P; MORAGA GOLD, LLC; MP INCOME FUND 13, LLC; STEVEN GOLD and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (collectively the "Purchasers") to purchase up to 4,770 Units of limited partnership interest (the "Units") in BRAUVIN REAL ESTATE FUND L.P. 4, a Delaware limited partnership (the "Issuer"), the subject company, at a purchase price equal to $100 per Unit, less the amount of any distributions declared or made with respect to the Units between June 21, 2001 (the "Offer Date") and July 27, 2001 or such other date to which this Offer may be extended (the "Expiration Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2001 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the Offer price would be subject to reduction for distributions made or declared prior to the Expiration Date. Any distributions made or declared after the Expiration Date, by the terms of the Offer and as set forth in the Letter of Transmittal, would be assigned by tendering Unit holders to the Purchasers. MacKenzie Patterson, Inc. is named as an offeror herein because it is deemed to control certain of the Purchasers, but it is not otherwise participating in the offer described in this schedule. The number of Units subject to the Offer will be reduced to the extent necessary to cause the number of Units purchased in the offer, when added to the number of all other Units transferred within the 12 months preceding the closing of the offer, would not equal or exceed 50% of the outstanding Units. Purchase of units in excess of this amount may be prohibited under its limited partnership agreement. The Issuer had 9,550 Units issued and outstanding held by approximately 662 Unit holders as of December 31, 2000, according to its annual report on Form 10-K for the year then ended. The Purchasers and their affiliates currently beneficially own an aggregate of 1,809.75 Units, or approximately 18.95% of the outstanding Units. The 4,770 Units subject to the Offer constitute approximately 49.9% of the outstanding Units. Accordingly, if all of the Units sought in this Offer are purchased, the Purchasers and their affiliates would beneficially own in the aggregate 6,579.75 Units or approximately 68.9% of the outstanding Units. Consummation of the Offer, if all Units sought are tendered, would require payment by the Purchasers of up to $477,000 in aggregate purchase price, which the Purchasers will fund out of their current working capital. The address of the Issuer's principal executive offices is 30 N. LaSalle Street, Suite 3100, Chicago, Illinois 60602. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated June 21, 2001 (a)(2) Letter of Transmittal (a)(3) Form of Letter to Unit holders dated June 21, 2001 (a)(4) Advertisement (b)-(h) Not applicable. SIGNATURES 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. Dated: June 21, 2001 MACKENZIE PATTERSON , INC. By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP FALCON GROWTH FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP VALUE FUND 7, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP VALUE FUND 4, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP DEWAAY FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MORAGA GOLD, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP INCOME FUND 13, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 2 PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MORAGA FUND 1, L.P By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President /s/ STEVEN GOLD ----------------------------------- Steven Gold 3 EXHIBIT INDEX Exhibit Description Page (a)(1) Offer to Purchase dated June 21, 2001 (a)(2) Letter of Transmittal (a)(3) Form of Letter to Unit holders dated June 21, 2001 (a)(4) Advertisement