-----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, QJaa3Q0c24Lyq0dfEFB8hiQ0t367273Jkgwg27xrzpBaokYmpsB5dsbnnZzP0kRL a7RyoJN2btsqgyicbAX1Tw== 0001011723-05-000177.txt : 20050920 0001011723-05-000177.hdr.sgml : 20050920 20050920155307 ACCESSION NUMBER: 0001011723-05-000177 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050920 DATE AS OF CHANGE: 20050920 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: 051093633 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 INC 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 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 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) MPF DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 4, LLC; MP VALUE FUND 5, LLC; MPF FLAGSHIP FUND 11, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS LTD., L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC; STEVEN GOLD; AND MACKENZIE PATTERSON FULLER, INC. (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) None or unknown (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 (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 $2,890,000.00 $340.15 * For purposes of calculating the filing fee only. Assumes the purchase of 85,000 Units at a purchase price equal to $34 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: $340.15 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: August 22, 2005 [ ] 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 August 22, 2005 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 MPF DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 4, LLC; MP VALUE FUND 5, LLC; MPF FLAGSHIP FUND 11, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS LTD., L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC; AND STEVEN GOLD (collectively the "Purchasers") to purchase up to 85,000 Units of limited partnership interest (the "Units") in Secured Income, L.P. (the "Partnership"), the subject company, at a purchase price equal to $34 per Unit, less the amount of any distributions declared or made with respect to the Units between August 22, 2005 (the "Offer Date") and October 5, 2005 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 August 22, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers are extending the Expiration Date to October 5, 2005. As of the date hereof, a total of 8,980 Units have been tendered and not withdrawn. No other Units have been tendered to date. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated August 22, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated August 22, 2005* (a)(4) Form of Press Release (b) - (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on August 22, 2005. 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: August 22, 2005 MPF DEWAAY FUND 2, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 4, LLC; MP VALUE FUND 5, LLC; MPF FLAGSHIP FUND 11, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS LTD., L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF FLAGSHIP FUND 9, LLC; MPF SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC By: /s/ Chip Patterson ------------------------------------- Chip Patterson, Senior Vice President of Manager or General Partner of each filing person MACKENZIE PATTERSON FULLER, INC. By: /s/ Chip Patterson ------------------------------------- Chip Patterson, Senior Vice President STEVEN GOLD /s/ Steven Gold - ------------------------------------- EX-99 2 mpfisecuredtota1exa4.txt EXHIBIT (A)(4) Exhibit (a)(4) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, Inc. announces extension of tender offer for Secured Income, L.P. Moraga, Calif. (Business Wire) -- September 20, 2005 -- MPF DeWaay Fund 2, LLC; MPF DeWaay Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF DeWaay Fund 4, LLC; MP Value Fund 5, LLC; MPF Flagship Fund 11, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield Institutional Fund, Ltd., L.P.; Accelerated High Yield Institutional Investors Ltd., L.P.; MacKenzie Specified Income Fund, L.P.; MPF Flagship Fund 9, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, LLC; Moraga Gold, LLC; MPF-NY 2005, LLC; and Steven Gold (the "Purchasers") have extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in SECURED INCOME, L.P. (the "Partnership"). The expiration date has been extended through October 5, 2005. As of the date hereof, a total of 8,980 Units have been tendered and not withdrawn. No other Units have been tendered to date. For further information, contact Christine Simpson at the below telephone number. MacKenzie Patterson Fuller, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 925-631-9100 -----END PRIVACY-ENHANCED MESSAGE-----