-----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, Cwg9GYPJHh00LfCyiQTTvXg2T0Mx6woy4kzKslv6yOf5lQgEuw8lMuK9sn8pfiNa OrFhQMgr+uVQv9YT0BJbPw== /in/edgar/work/20000724/0001011723-00-000062/0001011723-00-000062.txt : 20000921 0001011723-00-000062.hdr.sgml : 20000921 ACCESSION NUMBER: 0001011723-00-000062 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000724 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURED INCOME L P CENTRAL INDEX KEY: 0000804217 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 061185846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-54251 FILM NUMBER: 677108 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE STREET 2: C/O THE RICHMAN GROUP CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038690900 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVE STREET 2: C/O RICHMAN GROUP INC CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: GUARANTEED INCOME L P DATE OF NAME CHANGE: 19870219 FORMER COMPANY: FORMER CONFORMED NAME: GUARANTEED INCOME EQUITY PARTNERS LTD PARTNERSHIP DATE OF NAME CHANGE: 19861228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3 LP CENTRAL INDEX KEY: 0001021658 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAGA STATE: CA ZIP: 94556 MAIL ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAGA STATE: CA ZIP: 94556 SC TO-T/A 1 0001.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 1 To SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- SECURED INCOME L.P. (Name of Subject Company) MP INCOME FUND 11, L.P.; MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC; MP INCOME FUND 15, LLC; MP INCOME FUND 16, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD.; ACCELERATED HIGH YIELD GROWTH FUND II, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND I, LTD.; ACCELERATED HIGH YIELD INCOME FUND II, LTD.; PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3; PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND; MP-DEWAAY FUND, LLC; SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON FUND, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP; and MACKENZIE PATTERSON, INC. (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 $5,940,000 $1,188 * For purposes of calculating the filing fee only. Assumes the purchase of 330,000 Units at a purchase price equal to $18.00 per Unit in cash. The balance due after credit for the amount paid in the initial filing is $115.50. [X] 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: $1,072.50 Form or Registration Number: Schedule TO Filing Party: Above Named Bidders Date Filed: July 14, 2000 [ ] 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: [ ] The Schedule TO filed as of July 14, 2000 by the above-named bidders is hereby amended as set forth below. Items not amended remain unchanged, and capitalized terms are used as defined in the original Schedule. TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer by MP INCOME FUND 11, L.P.; MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC; MP INCOME FUND 15, LLC; MP INCOME FUND 16, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD.; ACCELERATED HIGH YIELD GROWTH FUND II, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND I, LTD.; ACCELERATED HIGH YIELD INCOME FUND II, LTD.; PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3; PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND; MP-DEWAAY FUND, LLC; SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON FUND, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; and MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP (collectively the "Purchasers") to purchase up to 330,000 Units of limited partnership interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership (the "Issuer"), the subject company. By this amendment, the Purchasers hereby increase the purchase price to $18.00 per Unit, less the amount of any distributions declared or made with respect to the Units between July 14, 2000 (the "Offer Date") and August 15, 2000 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 July 14, 2000 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached to the original Schedule TO as Exhibits (a)(1) and (a)(2), respectively. 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)(4) Form of Letter to Unit holders dated July 21, 2000 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: July 21, 2000 MP INCOME FUND 11, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 12, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 14, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 15, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 16, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD GROWTH FUND II, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President 2 ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD PENSION INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INCOME FUND I, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INCOME FUND II, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3 By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND By MacKenzie Patterson, Inc., General Partner 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 SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President 3 MACKENZIE PATTERSON SPECIAL FUND 5, LLC By MacKenzie Patterson, Inc., Manager 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 MP FALCON FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 5, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 6, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 3, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON, INC. By: /s/ Christine Simpson Christine Simpson, Vice President 4 EXHIBIT INDEX Exhibit Description Page (a)(4) Form of Letter to Unit holders dated July 21, 2000 EX-99.1 2 0002.txt LETTER TO UNIT HOLDERS Exhibit (a)(4) July 21, 2000 TO: UNIT HOLDERS OF SECURED INCOME L.P. SUBJECT: OFFER TO PURCHASE UNITS BY MP INCOME FUND 11, L.P.; MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC; MP INCOME FUND 15, LLC; MP INCOME FUND 16, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD.; ACCELERATED HIGH YIELD GROWTH FUND II, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND I, LTD.; ACCELERATED HIGH YIELD INCOME FUND II, LTD.; PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3; PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND; MP-DEWAAY FUND, LLC; SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP FALCON GROWTH FUND, LLC; MP FALCON FUND, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; and MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP (collectively the "Purchasers") Dear Unit Holder: You should recently have received our Offer to Purchase and related Letter of Transmittal (the "Offer"), by which we are offering to purchase up to 330,000 Units of limited partnership interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership (the "Partnership"). We are hereby increasing our purchase price to: $18.00 per Unit After we first made our offer at $16.25 per Unit, West Putnam Housing Investors II LLC (the "GP Offeror"), an affiliate of certain of the General Partners, increased its $15.75 per Unit offer to $17 per Unit. Our Offer is now $18.00 per Unit, or $1.00 per Unit more than the GP Offeror's price, and is the highest price currently offered for Units. The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in SECURED INCOME L.P. without the usual transaction costs associated with market sales or partnership transfer fees. If you have already tendered Units by submitting a Letter of Transmittal (the blue form), there is no need to submit a new transmittal form. All selling Unit holders will receive the highest price offered by the Purchasers regardless of the date of tender or the form used. If you have already tendered your Units to the GP Offeror, and you wish to revoke that tender and tender to the Purchasers, you may revoke the prior tender until that offer is terminated by sending a written notice of revocation specifying the Units tendered and your desire to revoke, as provided in the GP Offeror tender offer. We have attached a form for use in revoking tenders to GP Offeror. If you have questions in this regard, please contact us at the number below. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or telecopy a duly completed and executed copy of the Letter of Transmittal (printed on blue paper) and Change of Address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson, Inc., 1640 School Street Moraga, California 94556 Telecopy: (925) 631-9119 YOU WILL NEED TO SUBMIT YOUR CERTIFICATES TO VALIDLY TENDER YOUR UNITS. BENEFICIAL OWNERS OF UNITS SHOULD CONTACT THEIR BROKERS REGARDING DELIVERY OF THEIR CERTIFICATES. If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) August 15, 2000. 2 NOTICE OF WITHDRAWAL The undersigned hereby withdraws Units heretofore tendered by the undersigned to West Putnam Housing Investors II LLC pursuant to its tender offer dated June 26, 2000. Name of person who tendered Units: __________________________________________ Name of registered Unit holder (if different): ______________________________ Number of Units to be withdrawn (state "all" if all Units tendered are to be withdrawn): _______ Date: _______________, 2000 - ---------------------------------------------- [signature of withdrawing Unit holder] - ---------------------------------------------- [signature of joint holder, if any] INSTRUCTIONS: For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Depositary for the West Putnam Housing Investors II LLC offer at one of its addresses set forth below. Any such notice of withdrawal must specify the name of the person who tendered, the number of units to be withdrawn and the name of the registered holder of such units, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person who signed the letter of transmittal in the same manner as the letter of transmittal was signed. The Information Agent for West Putnam Housing Investors II LLC and its addresses are as follows: MMS ESCROW AND TRANSFER AGENCY, INC. By Hand or By Mail: Overnight Courier: By Facsimile: - ------- ----------------- ------------ P.O. Box 7090 1845 Maxwell, Suite 101 (248) 614-4536 Troy, MI 48007-7090 Troy, MI 48084-4510 To confirm withdrawal by telephone, call toll free: (888) 349-2005 3 -----END PRIVACY-ENHANCED MESSAGE-----