-----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, Pe+LEuZcLZSpqiedkE6p6AAva0mNElez36VBrQHGEv7EfRYOq4oszsQBXH9bqrwM V9kDuy5RW1WOG3bZNHRvcw== 0001011723-04-000068.txt : 20060213 0001011723-04-000068.hdr.sgml : 20060213 20041005170757 ACCESSION NUMBER: 0001011723-04-000068 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20060109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURED INCOME L P CENTRAL INDEX KEY: 0000804217 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 061185846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54251 FILM NUMBER: 041066651 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: MACKENZIE PATTERSON FULLER, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC TO-T/A 1 mpfisecuredtota1.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 FALCON GROWTH 2, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP INCOME FUND 16, LLC; MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) 813901105 (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson Chip Patterson, Esq. MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc. 1640 School Street 1640 School Street Moraga, California 94556 Moraga, California 94556 (925) 631-9100 ext.224 (925) 631-9100 ext. 206 http://www.mpfi.com http://www.mpfi.com (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 $3,000,000 $380.10 * For purposes of calculating the filing fee only. Assumes the purchase of 100,000 Units at a purchase price equal to $30 per Unit in cash. [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: $307.25 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: September 23, 2004 [ ] 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 September 23, 2004 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 (the "Offer") by MP FALCON GROWTH 2, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; and MP INCOME FUND 16, LLC (collectively the "Purchasers") to purchase up to 100,000 Units of limited partnership interest (the "Units") in Secured Income L.P., a Delaware limited partnership (the "Partnership"), the subject company, at a purchase price equal to $30.00 per Unit, less the amount of any distributions declared or made with respect to the Units between October 5, 2004 (the "Offer Date") and November 2, 2004 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 September 22, 2004, as amended hereby (the "Offer to Purchase") and the related Amended Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2). 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 Fuller, Inc. and C.E. Patterson are named as "bidders" herein because each is deemed to control the Purchasers, but neither party is otherwise participating in the offer described in this schedule. In the event of a price reduction resulting from a Partnership distribution declared or made after the Offer Date and before the Expiration Date, as described above, the Purchasers will file an amendment to this Schedule TO reflecting such reduction and will, to the extent necessary, extend the Expiration Date to assure there is a minimum ten business day period following the amendment before the Offer expires. Tender of Units will include the tender of any and all securities into which the Units may be converted and any securities distributed with respect to the Units from and after the Offer Date. The Partnership had 971 holders of record owning an aggregate of 984,369 Units as of December 31, 2003, according to its annual report on Form 10-K for the year ending December 31, 2003. The Purchasers and their affiliates currently beneficially own a total of 45,888 Units, or approximately 4.7% of the outstanding Units. The 100,000 Units subject to the Offer constitute 10.2% of the outstanding Units. Consummation of the Offer, if all Units sought are tendered, would require payment by the Purchasers of up to $3,000,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital. The address of the Partnership's principal executive offices is 599 W. Putnam Avenue, Greenwich, Connecticut 06830, and its phone number is (203) 869-0900. 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 September 22, 2004* (a)(2) Amended Letter of Transmittal (a)(3) Form of Letter to Unit holders dated September 22, 2004* (a)(5) Form of Letter to Unit holders dated October 5, 2004 (a)(6) Notice of Withdrawal from West Putnam Housing Investors III, LLC Tender Offer (a)(7) Press release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on September 23, 2004 (b)- (h) Not applicable. 1 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: October 5, 2004 MACKENZIE PATTERSON FULLER, INC. By: /s/ Christine Simpson Christine Simpson, Vice President MP FALCON GROWTH 2, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 6, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MPF DEWAAY FUND 2, LLC By MacKenzie Patterson Fuller, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 18, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 7, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; By MacKenzie Patterson Fuller, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE SPECIFIED INCOME FUND, L.P. By MacKenzie Patterson Fuller, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President 2 MACKENZIE PATTERSON SPECIAL FUND 5, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 16, LLC By MacKenzie Patterson Fuller, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President C.E. PATTERSON /s/ C.E. Patterson 3 EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated September 22, 2004* (a)(2) Revised Letter of Transmittal (a)(3) Form of Letter to Unit holders dated September 22, 2004* (a)(5) Form of Letter to Unit holders dated October 5, 2004 (a)(6) Notice of Withdrawal from West Putnam Housing Investors III, LLC Tender Offer (a)(7) Press release EX-99 3 mpfisecuredtota1exa2.txt EX. (A)(2) TRANSMITTAL Exhibit (a)(2) LETTER OF TRANSMITTAL THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON NOVEMBER 2, 2004 (THE "EXPIRATION DATE") UNLESS EXTENDED. Deliver to: MacKenzie Patterson Fuller, Inc. 1640 School Street Moraga, California 94556 For Assistance: (800) 854-8357 Via Facsimile: (925) 631-9119 E-Mail Address: offers@mpfi.com (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS PRINTED TO THE LEFT) To participate in the Offer, a duly executed copy of this Letter of Transmittal and any other documents required by this Letter of Transmittal must be received by the Depositary on or prior to the Expiration Date. Delivery of this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Unit holder. Please use the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is to be completed by holders of Units of limited partnership interest in SECURED INCOME L.P., a Delaware limited partnership (the "Partnership"), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Offer to Purchase. PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS To whom it may concern: The undersigned hereby tenders to MP FALCON GROWTH 2, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP INCOME FUND 16, LLC (collectively the "Purchasers") all of the Units of limited partnership interest ("Units") in the Partnership held by the undersigned as set forth above (or, if less than all such Units, the number set forth below in the signature box), at a purchase price equal to $30.00 per Unit, less the amount of any distributions made or declared with respect to the Units between October 5, 2004 and the Expiration Date, and upon the other terms and subject to the conditions set forth in the Offer to Purchase, dated September 22, 2004, as amended October 5, 2004 (the "Offer to Purchase") and in this Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"). Receipt of the Offer to Purchase is hereby acknowledged. The undersigned recognizes that, if more than 100,000 Units are validly tendered prior to or on the Expiration Date and not properly withdrawn, the Purchasers will, upon the terms of the Offer, accept for payment from among those Units tendered prior to or on the Expiration Date 100,000 Units on a pro rata basis, with adjustments to avoid purchases of certain fractional Units, based upon the number of Units validly tendered prior to the Expiration Date and not withdrawn. Subject to and effective upon acceptance for payment of any of the Units tendered hereby, the undersigned hereby sells, assigns, and transfers to, or upon the order of, Purchasers all right, title, and interest in and to such Units which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchasers as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Units, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Units and transfer ownership of such Units, on the books of the Partnership, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchasers and, upon payment of the purchase price in respect of such Units by the Purchasers, to exercise all voting rights 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. Subject to and effective upon the purchase of any Units tendered hereby, the undersigned hereby requests that each of the Purchasers be admitted to the Partnership as a "substitute Limited Partner" under the terms of the Partnership Agreement of the Partnership. Upon the purchase of Units pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Units will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). In addition, by executing this Letter of Transmittal, the undersigned assigns to the Purchasers all of the undersigned's rights to receive distributions from the Partnership with respect to Units which are purchased pursuant to the Offer, other than distributions declared or paid through the Expiration Date and to change the address of record for such distributions on the books of the Partnership. Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Units. The undersigned hereby represents and warrants that the undersigned owns the Units tendered hereby within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly tender, sell, assign, and transfer the Units tendered hereby, and that when any such Units are purchased by the Purchasers, the Purchasers 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 claim. Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchasers to be necessary or desirable to complete the assignment, transfer, and purchase of Units tendered hereby. The undersigned understands that a tender of Units to the Purchasers will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchasers to effect a change of distribution address to MacKenzie Patterson Fuller, Inc. at 1640 School Street, Moraga, California, 94556. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment will be destroyed by the Purchasers. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. ================================================================================ SIGNATURE BOX (Please complete Boxes A, B, C and D on the following page as necessary) ================================================================================ Please sign exactly as your name X------------------------------------- is printed (or corrected) above, (Signature of Owner) Date and insert your Taxpayer Identification Number or Social Security Number in the space provided below your signature. For joint owners, each joint owner must sign. (See Instructions 1) The signatory hereto hereby certifies under penalties of perjury the statements in Box B, Box C and if applicable, Box D. X------------------------------------- (Signature of Owner) Date If the undersigned is tendering less than all Units held the number of Units tendered is set forth below. Otherwise, all Units held by the undersigned are tendered hereby. Taxpayer I.D. or Social#______________ _____________ Units Telephone No. (day)_______________ (eve.)______________ 1 ================================================================================ BOX A ================================================================================ Medallion Signature Guarantee (Required for all Sellers) (See Instruction 1) Name and Address of Eligible Institution: ______________________________________ Authorized Signature ________________________________ Title ________________ Name _____________________________________________ Date ______________, 200_ ================================================================================ BOX B SUBSTITUTE FORM W-9 (See Instruction 3 - Box B) ================================================================================ The person signing this Letter of Transmittal hereby certifies the following to the Purchasers under penalties of perjury: (i) The TIN set forth in the signature box on the front of this Letter of Transmittal is the correct TIN of the Unit holder, or if this box [ ] is checked, the Unit holder has applied for a TIN. If the Unit holder has applied for a TIN, a TIN has not been issued to the Unit holder, and either: (a) the Unit holder has mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) the Unit holder intends to mail or deliver an application in the near future (it being understood that if the Unit holder does not provide a TIN to the Purchasers within sixty (60) days, 31% of all reportable payments made to the Unit holder thereafter will be withheld until a TIN is provided to the Purchasers); and (ii) Unless this box [ ] is checked, the Unit holder is not subject to backup withholding either because the Unit holder: (a) is exempt from backup withholding, (b) has not been notified by the IRS that the Unit holder is subject to backup withholding as result of a failure to report all interest or dividends, or (c) has been notified by the IRS that such Unit holder is no longer subject to backup withholding. Note: Place an "X" in the box in (ii) if you are unable to certify that the Unit holder is not subject to backup withholding. ================================================================================ BOX C FIRPTA AFFIDAVIT (See Instruction 3 - Box C) ================================================================================ Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg. 1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash equivalents, and the holder of the partnership interest is a foreign person. To inform the Purchasers that no withholding is required with respect to the Unit holder's interest in the Partnership, the person signing this Letter of Transmittal hereby certifies the following under penalties of perjury: (i) Unless this box [ ] is checked, the Unit holder, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign estate, or foreign trust (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S. social security number (for individuals) or employer identification number (for non-individuals) is correctly printed in the signature box on the front of this Letter of Transmittal; and (iii) the Unit holder's home address (for individuals), or office address (for non-individuals), is correctly printed (or corrected) on the front of this Letter of Transmittal. If a corporation, the jurisdiction of incorporation is __________. The person signing this Letter of Transmittal understands that this certification may be disclosed to the IRS by the Purchasers and that any false statements contained herein could be punished by fine, imprisonment, or both. ================================================================================ BOX D SUBSTITUTE FORM W-8 (See Instruction 4 - Box D) ================================================================================ By checking this box [ ], the person signing this Letter of Transmittal hereby certifies under penalties of perjury that the Unit holder is an "exempt foreign person" for purposes of the backup withholding rules under the U.S. federal income tax laws, because the Unit holder: (i) Is a nonresident alien individual or a foreign corporation, partnership, estate, or trust; (ii) If an individual, has not been and plans not to be present in the U.S. for a total of 183 days or more during the calendar year; and (iii) Neither engages, nor plans to engage, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. 2 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Tender, Signature Requirements; Delivery. After carefully reading and completing this Letter of Transmittal, in order to tender Units a Unit holder must sign at the "X" on the bottom of the first page of this Letter of Transmittal and insert the Unit holder's correct Taxpayer Identification Number or Social Security Number ("TIN") in the space provided below the signature. The signature must correspond exactly with the name printed (or corrected) on the front of this Letter of Transmittal without any change whatsoever. If this Letter of Transmittal is signed by the registered Unit holder of the Units, a Medallion signature guarantee on this Letter of Transmittal is required. Similarly, if Units are tendered for the account of a member firm of a registered national security exchange, a member firm of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association, or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), a Medallion signature guarantee is required. In all other cases, signatures on this Letter of Transmittal must be Medallion guaranteed by an eligible institution, by completing the signature guarantee set forth in BOX A of this Letter of Transmittal. If any tendered Units are registered in the names of two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is signed by trustees, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Purchasers of their authority to so act. For Units to be validly tendered, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees in BOX A, and any other documents required by this Letter of Transmittal, must be received by the Depositary prior to or on the Expiration Date at its address or facsimile number set forth on the front of this Letter of Transmittal. No alternative, conditional or contingent tenders will be accepted. All tendering Unit holders by execution of this Letter of Transmittal waive any right to receive any notice of the acceptance of their tender. 2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer taxes, if any, payable in respect of Units accepted for payment pursuant to the Offer. 3. U.S. Persons. A Unit holder who or which is a United States citizen or 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 Internal Revenue Code and Income Tax Regulations, should complete the following: Box B - Substitute Form W-9. In order to avoid 31% federal income tax backup withholding, the Unit holder must provide to the Purchasers the Unit holder's correct Taxpayer Identification Number or Social Security Number ("TIN") in the space provided below the signature line and certify, under penalties of perjury, that such Unit holder is not subject to such backup withholding. The TIN that must be provided is that of the registered Unit holder indicated on the front of this Letter of Transmittal. If a correct TIN is not provided, penalties may be imposed by the Internal Revenue Service ("IRS"), in addition to the Unit holder being subject to backup withholding. Certain Unit holders (including, among others, all corporations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Box C - FIRPTA Affidavit. To avoid potential withholding of tax pursuant to Section 1445 of the Internal Revenue Code, each Unit holder who or which is a United States Person (as defined Instruction 3 above) must certify, under penalties of perjury, the Unit holder's TIN and address, and that the Unit holder is not a foreign person. Tax withheld under Section 1445 of the Internal Revenue Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. 4. Foreign Persons. In order for a Unit holder who is a foreign person (i.e., not a United States Person as defined in 3 above) to qualify as exempt from 31% backup withholding, such foreign Unit holder must certify, under penalties of perjury, the statement in BOX D of this Letter of Transmittal attesting to that foreign person's status by checking the box preceding such statement. However, such person will be subject to withholding of tax under Section 1445 of the Code. 5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Purchasers by calling 800-854-8357. 3 EX-99 4 mpfisecuredtota1exa5.txt EX. (A)(5) LETTER TO UNIT HOLDERS Exhibit (a)(5) October 5, 2004 TO: UNIT HOLDERS OF SECURED INCOME L.P. SUBJECT: OFFER TO PURCHASE UNITS Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you on September 22, 2004 (the "Offer"), which was made by MP FALCON GROWTH 2, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP INCOME FUND 16, LLC (collectively the "Purchasers"). The Purchasers are offering to purchase up to 100,000 Units of limited partnership interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership (the "Partnership"). As amended, the Offer Price is now equal to: $30.00 per Unit --------------- 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. The Purchasers are increasing the Offer Price by amending the Offer, as noted above, by extending the Expiration Date to November 2, 2004, and by making the following additional disclosures: o The Partnership Agreement prohibits the transfer of more than 50% of the Units in any 12-month period. This will not affect the tender of your Units under our Offer because, subject to the terms of the Offer, we will pay you for the Units upon confirmation that the general partner will recognize the change of address for distributions and correspondence on the Units, and, under the terms of the Letter of Transmittal, we will take a power of attorney over your Units that will permit us to change the address to which distributions are sent. We will then wait to transfer the Units you tender until the Partnership can effect the transfer of record title in accordance with the Partnership Agreement. o Our initial valuation of the Units in the Partnership was based in part upon the capitalization of net operating income of the Partnership. Additional quantitative detail of our original Estimated Liquidation Value is given below: -------------------------------------------- ---------------- Gross valuation of partnership $63,956,629 properties -------------------------------------------- ---------------- Less: Selling Costs at 1.5% (959,349) -------------------------------------------- ---------------- Plus: Net Current 5,050,176 Assets -------------------------------------------- ---------------- Less: Mortgage debt, including accrued (40,548,287) interest -------------------------------------------- ---------------- Estimated net valuation of your $27,499,168 partnership -------------------------------------------- ---------------- Percentage of estimated net valuation allocated to holders of units 99% -------------------------------------------- ---------------- Estimated net valuation of $27,224,176 units -------------------------------------------- ---------------- Total number of 984,369 units -------------------------------------------- ---------------- Estimated valuation per $27.66 unit -------------------------------------------- ---------------- o However, since the date of our original Offer, the Partnership has announced that it has received an offer for one of the Partnership's properties, the Westmont property, for $60,000,000, which substantially exceeds the estimated value we reached based upon a capitalization of its NOI. Thus, the Purchasers have increased their offer to $30.00 per Unit based upon this new information. Details on our revised analysis 1 of the Estimated Valuation per Unit based upon this information is given below: -------------------------------------------- ---------------- Gross NOI valuation of Fieldpointe Apartments $15,714,286 -------------------------------------------- ---------------- Valuation of Westmont based upon offer 60,000,000 -------------------------------------------- ---------------- Gross Valuation of Partnership's Properties based upon above 75,714,286 -------------------------------------------- ---------------- Less: Selling Costs at 1.5% (1,135,714) -------------------------------------------- ---------------- Plus: Net Current 5,050,176 Assets -------------------------------------------- ---------------- Less: Mortgage debt, including accrued (40,548,287) interest -------------------------------------------- ---------------- Estimated net valuation of your $39,080,460 partnership -------------------------------------------- ---------------- Percentage of estimated net valuation allocated to holders of units 99% -------------------------------------------- ---------------- Estimated net valuation of $38,689,656 units -------------------------------------------- ---------------- Total number of 984,369 units -------------------------------------------- ---------------- Estimated valuation per $39.30 unit -------------------------------------------- ---------------- o In our Offer, we mentioned that if proration is necessary, further adjustment may be necessary if as a result of proration any tendering Unitholder would end up owning fewer than 250 Units (or 100 in the case of an IRA, Keogh Plan or other qualified plan). The process will function as follows: (1) if proration is required, we will first determine the percentage of each Unitholders' tendered Units that we can accept to reach the maximum of 100,000 Units; then (2) we will determine if acceptance of such a pro rata share from any Unitholder would result in the Unitholder owning fewer than the minimum number of Units allowed under the Partnership Agreement; then (3) we will reject the tender of any such Unitholder's units. o With respect to the Conditions to the Offer set forth in Section 13, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Another condition to our acceptance of Units relates to other tender offers, as set forth in Section 13(e). This condition does not apply to the offers by AIMCO and the general partner which have been publicly disseminated as of the date of this letter. After carefully reading the Offer as amended, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly completed and executed copy of the Letter of Transmittal (printed on green 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 Fuller, Inc., 1640 School Street Moraga, California 94556 http://www.mpfi.com Facsimile: (925) 631-9119 If you have previously tendered your Units to WEST PUTNAM HOUSING INVESTORS III LLC (the "General Partner Affiliate") pursuant to its Tender Offer dated September 30, 2004, you may withdraw your Units from that offer and tender your Units pursuant to this Offer. We have enclosed a notice of withdrawal that you may use to revoke your tender to the General Partner Affiliate. If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) November 2, 2004 2 EX-99 5 mpfisecuredtota1exa6.txt EX. (A)(6) NOTICE Exhibit (a)(6) NOTICE OF WITHDRAWAL The undersigned hereby withdraws units of limited partnership interest in Secured Income L.P. ("Units") heretofore tendered by the undersigned to WEST PUTNAM HOUSING INVESTORS III LLC pursuant to its tender offer dated September 30, 2004, as amended to date. 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: _______________, 2004 ______________________________________ Signature of Withdrawing Unit Holder ______________________________________ Signature of Joint Unit Holder, if any INSTRUCTIONS For a withdrawal to be effective, a written notice of withdrawal must be timely received by the information agent for WEST PUTNAM HOUSING INVESTORS III LLC at its address or facsimile number 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 WEST PUTNAM HOUSING INVESTORS III LLC's letter of transmittal in the same manner as such letter of transmittal was signed. The information agent and its contact information are as follows: THE BANK OF NEW YORK By mail or overnight courier: By facsimile: - ------------------ ------------- P.O. Box 7090 (646) 835-8487 Troy, MI 48007-7090 To confirm withdrawal by telephone or obtain a street address, call toll free: 1-888-382-6955 EX-99 6 mpfisecuredtota1exa7.txt EX. (A)(7) PRESS RELEASE Exhibit (a)(7) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 925-631-9100 October 5, 2004 MP FALCON GROWTH 2, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP INCOME FUND 16, LLC (the "Bidders") have increased the Offer Price and extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in SECURED INCOME, L.P., a Delaware Limited Partnership (the "Partnerships"). The expiration date has been extended through November 2, 2004, and the Offer Price have been increased to $30.00. As of the date hereof, a total of 1,518 Units of Secured Income, L.P. have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. For further information, contact Christine Simpson at the above telephone number. COVER 7 filename7.txt October 5, 2004 Michael Pressman Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Secured Income L.P., Schedule TO-T filed September 23, 2004 by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 5-54251 Dear Mr. Pressman: Thank you for your letter dated September 30, 2004 regarding our recent Schedule TO-T. I would like to point out that your letter referenced a Schedule TO filed on September 1, 2004. That Schedule TO was filed by AIMCO; I assume that was just a leftover from your comment letter to AIMCO, but it may also explain your comment number 2 below. Please note that we will be filing an amended Schedule TO with an attached "Supplemental Letter to Unitholders" in which we will clarify some of these issues as well as increase our offer price to $30 per Unit. I will respond to the questions you asked in your letter in the order in which you posed them. 1. We will address the 50% limitation in our Supplemental Letter, although it will not have any effect on our Offer because we will accept Units under our Offer without regard to the 50% limitation (we will accept tendered units for payment and pay for them upon confirmation that the GP will recognize the change of address for distributions and correspondence on the Units). 2. We are unable to find the reference you mention in your letter. The word "waive" does not occur until page 12. Neither can we find any language that suggests we may waive a condition subsequent to expiration. In fact, Section 1 on page 12 suggests that we must waive a condition if at all by the Expiration Date and Section 5 on page 15 explicitly states that "If the Purchasers make a material change in the terms of the Offer or the information concerning the Offer or waive a material condition of the Offer, the Purchasers will extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act." Further, Section 13 "Conditions of the Offer" prefaces the list of conditions with "The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists:" (emphasis added). We do not believe any revisions are required. October 5, 2004 Page 2 of 3 3. In our Supplemental Letter, we will provide further detail regarding our initial valuation. In our initial Offer, we did not determine the Offer Price by reference to individual properties. Our revised Offer Price is determined in part by the fact that the general partner has announced an offer for one of the properties at a price that exceeds our NOI analysis, so we have used that number in determining our revised Offer Price. We will include this detail in the Supplemental Letter. In terms of the "liquidity discount" we estimated the risk in the investment in terms of liquidation value, length of investment, and market conditions and arrived at a discounted price at which we felt comfortable purchasing Units. Because the Units are not traded on any market, there is a risk to making an investment in illiquid Units such as these. 4. We stated in our Offer that "if more than 100,000 Units are so tendered and not withdrawn, we will accept for payment and pay for 100,000 Units so tendered, pro rata according to the number of Units so tendered, adjusted by rounding down to the nearest whole number of Units tendered by each Unit holder to avoid purchases of fractional Units, as appropriate." The only "circumstance[] that may require [us] to use proration" is if more than 100,000 Units are tendered. We are unsure what further detail could be provided. With respect to the further adjustments relating to minimum ownership requirements, we will disclose the following: (1) if proration is required, we will first determine the percentage of each Unitholders' tendered Units that we can accept to reach the maximum of 100,000 Units; then (2) we will determine if acceptance of such a pro rata share from any Unitholder would result in the Unitholder owning fewer than the minimum number of Units allowed under the Partnership Agreement; then (3) we will reject the tender of any such Unitholder's units. Our legal analysis supporting such adjustments is fairly simple--we cannot purchase units if such a purchase would violate the Partnership Agreement. Our Offer is open to all holders, but proration will require some adjustments if necessary. In essence, these adjustments are akin to a reduction to avoid fractional units. The Purchasers wish to purchase the entire 100,000 Units and want to comply with the proration rules, but we cannot purchase Units if we cannot purchase the Units. If you have a better suggestion on how we should proceed, we will consider it. 5. We assume that you did not mean "tender of notes" but rather meant "tender of Units." Our supplemental letter will disclose that if we waive a particular condition for one tender, we will waive it for all tenders. 6. We do not feel that we are required to quantify "material diminution." Further, at this point, we cannot know exactly how much diminution in the benefits would be required because the benefits to be received as a result of the Offer can vary widely based upon different circumstances. We do direct Unitholders to "see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase." Thus, investors can review what benefits are to be received and thus can verify if the condition has been triggered. The reference has sufficient specificity to allow for objective verification. The "benefits to be derived by the Purchasers" are outlined in the offer to purchase as a matter of disclosure and October 5, 2004 Page 2 of 3 are not subjective. Such benefits include financial, voting, and information rights, but they are not illusory or subjective 7. We do not believe this condition is so broad as to make the Offer illusory. The condition requires that the change be material in the "reasonable judgment of the Purchasers." Further, the condition is limited to the "business, properties, assets, liabilities, financial condition, operations, results of operations or prospects" of the Partnership, which are objective criteria. 8. We are unable to further quantify the standards in subpart (d). The standards are already objective: the outbreak of war, the suspension of trading by a national securities exchange, and so forth. We do not believe that these conditions make the Offer illusory. 9. AIMCO's offer is for up to 50% of the outstanding Units, but the condition relates to an offer for more than 50% of the Units. Nevertheless, we will disclose that AIMCO's present offer and the other general partner affiliate's offer are not within this condition. 10. We have provided all of the required disclosure under Instruction C. 11. The sole purpose of the attestation that the Unitholder has read the terms of the Letter of Transmittal is to assure that the Unitholder understand what s/he is signing. We do not think this is inappropriate. It is an admonition, not a condition. 12. You have requested that we acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filings and that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing and that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please let me know if you have any questions or further comments. Very Truly Yours, /s/ CHIP PATTERSON Chip Patterson Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----