-----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, Swlwdwaf/N6kArcJESRwqCdKilo8kq76yUtX2gnTl+j+fbKlZnpXXEyi9Su88yvO bOItoOIzrjmmj30C+FOmGg== 0001011723-99-000086.txt : 19990707 0001011723-99-000086.hdr.sgml : 19990707 ACCESSION NUMBER: 0001011723-99-000086 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAUVIN REAL ESTATE FUND LP 4 CENTRAL INDEX KEY: 0000736908 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363304339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A SEC ACT: SEC FILE NUMBER: 000-13402 FILM NUMBER: 99659439 BUSINESS ADDRESS: STREET 1: BRAUVIN REAL ESTATE FUNDS STREET 2: 30 N LASALLE ST STE 3100 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3124430922 MAIL ADDRESS: STREET 1: BRAUVIN REAL ESTATE FUNDS STREET 2: 30 N LASALLE ST STE 3100 CITY: CHICAGO STATE: IL ZIP: 60602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS LTD CENTRAL INDEX KEY: 0000835924 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL ST STREET 2: STE 100 CITY: MORAGA STATE: CA ZIP: 94556 MAIL ADDRESS: STREET 1: 1640 SCHOOL ST STREET 2: STE 100 CITY: MORAGA STATE: CA ZIP: 94556 PREC14A 1 PROXY STATEMENT As filed July 2, 1999 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Brauvin Real Estate Fund L.P. 4 (Name of Registrant as Specified in Its Charter) Accelerated High Yield Institutional Investors, LTD. (Name of Person(s) Filing Proxy Statement if other than the Registrant) [ X ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: EX-99.1 2 LETTER TO INVESTORS MacKenzie Patterson, Inc. on behalf of AHY Institutional Investors, Ltd. 1640 School Street, Suite 100 San Francisco, CA 94556 (925) 631-9100 Would you give your broker authorization to sell your house at 70% of its appraised value? Dear Brauvin Real Estate Fund L.P. 4 Investor, By now, you should have received a Solicitation Statement from the General Partners dated June 14, 1999, soliciting the Limited Partners to vote to authorize the sale of all the Partnership's properties with the result being liquidation of the Partnership. While we applaud the intention to liquidate the partnership, We strongly suggest that the partners reject the request to sell at such a low value! The proposed transaction sets a minimum sale price of $27,937,000 for the properties of the Partnership, Brauvin Real Estate Fund L.P. 5 and Brauvin Income Properties L.P. 6; $8,940,050 would be Brauvin 4's pro rata share, but as we have interpreted, the requested approval would allow the 70% to be figured on the total transaction, It is entirely possible that Brauvin 4's properties could be sold for less than 70% of appraisal! And these prices will be reduced for any expenses incurred to close the transaction! We believe it important that the limited partners consider the following regarding issues we think were inadequately discussed in the Solicitation Statement. Please review these points before making any decision whether to vote for or against the proposed transaction. o How did the General Partners come up with a floor of 70% of appraised value? We are still asking ourselves that question. In a telephone discussion with us, the Vice President and Secretary, James Brault, explained that the General Partners need "Flexibility" in order to market the properties efficiently. We believe that allowing the General Partners to sell at 70% of value grants them excessive discretion. We believe the intent of the limited partnership agreement was to give the investors the right to vote on a liquidation of the partnership based upon some certain knowledge of what the results would be. Granting the General Partners this kind of discretion, could result in Brauvin 4 investors receiving No distribution at all! o Why would we want to give the General Partners the kind of flexibility that allows him to sell real estate at a 30% discount from its appraised value? How could that possibly be in the best interests of the investors? o How much will you receive if the Partnership sells the properties at 70% of their appraised value? Within the solicitation, the General Partners estimated that if the properties were sold at the appraised value, Limited Partners would receive a liquidating distribution of $320.03/unit, net of expenses associated with the solicitation and required reserves. Would investors receive 70% of $320.03 if the properties are sold for 70% of appraised value? NO!! Just review the pro forma liquidation basis below: (These figures are taken from the proxy statement, and we believe the results below to be a reliable indication of distributable assets given the assumptions used. However, we cannot guarantee the presentation is valid nor that the numbers are accurate.) Based on 70% of Based on 90% of Based on 100% of Based on 110% of Appraised Value Appraised Value Appraised Value Appraised Value (sale price @ (sale price @ (sale price @ (sale price @ $8,940,050) $11,494,350) $12,771,500) $14,048,650) --------------------------------------------------------------------------------------- ASSETS: Investment in Sabel Palm Joint Venture: $(361,607) $ (34,350) $85,187 $ 119,722 Cash & Cash Equivalents: 752,613 752,613 752,613 752,613 Real estate assets held for sale: 8,960,325 11,541,825 12,824,250 14,112,225 Rent receivable (net of allowances): 193,998 193,998 193,998 193,998 Escrow deposits: 14,392 14,392 14,392 14,392 Other Assets: 4,037 4,037 4,037 4,037 --------------------------------------------------------------------------------------- Total Assets: 9,563,758 12,472,515 13,874,477 15,196,987 LIABILITIES: Mortgage Note Payable $11,000,831 $11,000,831 $11,000,831 $11,000,831 Accounts payable & Accrued expenses 190,463 190,463 190,463 190,463 Tenant security deposits 63,878 63,878 63,878 63,878 Deferral on gain on real estate 0 892,962 892,962 2,064,156 Estimated losses through liquidation 213,785 213,785 213,785 213,785 Due to Affiliates 45,331 45,331 45,331 45,331 Minority Interest in Strawberry Joint Venture (947,957) (358,277) (358,277) (316,658) --------------------------------------------------------------------------------------- Total Liabilities: 10,566,331 12,048,973 12,048,973 13,261,786 Net Assets in Liquidation $(1,002,573) $423,542 $1,825,504 $1,935,201 --------------------------------------------------------------------------------------- What will LP's receive per Unit: (add back non-cash items) Deferral on gain on real estate 0 892,962 892,962 2,064,15 Investment in Sabel Palm Joint Venture 361,607 34,350 0 0 --------------------------------------------------------------------------------------- LP's Equity: $(640,966) $1,350,854 $2,718,466 $3,999,357 Probable Distribution/Unit: $(67.12) $141.45 $284.66 $418.78 (9,550 outstanding units)
(Please note that the 90% estimated value, was only adjusted for the sale price and their participation in Sabel Joint Venture. The Partnership was unable to direct us as to the methods upon which they calculate the Deferral on gain on real estate, Investment in Sabel Joint Venture, and Minority Interest in Strawberry Fields Joint Venture. Thus, the figures were either held constant or estimated based on the previous assumptions.) o As stated above, we do not oppose the sale of the properties, only the request of the General Partners to be able to sell for as low a price as 70% of appraised value. We recommend that the General Partners amend their proposal so that they seek Limited Partner approval to sell the Partnership's properties for not less than 90% of appraised value If that minimum cannot be met, the General Partners can then solicit permission to sell the properties at a lower price, but only once the sale agreement has been reached. By handling the sale in this manner, we believe that the Limited Partners would be better informed of the entire sale process and have a clear picture of what they may receive (in distributions) once the Partnership comes to a close. o Please note that according to the most recently reported trading activity in leading industry publications, the Partnership Spectrum and the Dow Jones Investment Advisor1, had shown average trading prices for the Brauvin 4 units equal to $135.50/unit and $250/unit respectively. These trading prices do not include commissions paid by the seller. Even we, MacKenzie Patterson, offered $170 per Brauvin 4 unit which was not reduced by selling commissions or transfer fees. The possibility exists that partners will get LESS than these amounts if the General Partners's request is granted. Why would you approve a sales price of 70% of the appraised value which equates to receiving only a minimum distribution, when partners could have sold at substantially higher prices in the market place? o If you have already sent in your ballot, it's not too late to withdraw your vote! As a Limited Partner, you have the right to change your mind. Should you have any questions regarding any information disclosed in this letter, please call MacKenzie Patterson, Inc. at (925)631-9100! Or, if you have any concerns regarding your investment after reading this material, please call your managing General Partner Jerome Brault at (312)759-7660. Thank You for taking the time to read this material! - -------- 1 Partnership Spectrum, Partnership Profiles, Inc., March/April 1999; The Dow Jones Investment Advisor, Dow Jones Financial Publishing Corp., May 1999. Please note, that these trades are sporadic, and are not a reliable indicator of intrinsic value. -----END PRIVACY-ENHANCED MESSAGE-----