-----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, VN7x9I37BXjdD4c+qbSpmjvF36LCMb8qgsHWjzvaH4BiCQDRxzBWkBNLde1JX2OJ qoIY+YtqAxVjk/+SNgLt8w== 0001011723-06-000164.txt : 20060919 0001011723-06-000164.hdr.sgml : 20060919 20060919121212 ACCESSION NUMBER: 0001011723-06-000164 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 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: 061097388 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 mpfsecuredtota1.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, LP (Name of Subject Company) MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF FLAGSHIP FUND 9, LLC; MPF-NY 2006, LLC; STEVE GOLD; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 6, LLC; MPF ACQUISITION CO. 3, LLC; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC; MP INCOME FUND 16, LLC; MPF SENIOR NOTE PROGRAM I, LP; MPF FLAGSHIP FUND 11, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 5, LLC; REAL ESTATE SECURITIES FUND 1983, LP; AND MACKENZIE PATTERSON FULLER, LP (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, LP MacKenzie Patterson Fuller, LP 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 $5,912,543 $632.64 * For purposes of calculating the filing fee only. Assumes the purchase of 844,649 Units at a purchase price equal to $7 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: 632.64 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: August 16, 2006 [ ] 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 16, 2006 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 Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC; MPF-NY 2006, LLC; Steve Gold; MacKenzie Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield Institutional Investors, Ltd; MPF Special Fund 8, LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MP Income Fund 16, LLC; MPF Senior Note Program I, LP; MPF Flagship Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; and Real Estate Securities Fund 1983, LP (collectively the "Purchasers") to purchase all Units of limited partnership interest (the "Units") in Secured Income, LP (the "Partnership"), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $7 per Unit, less the amount of any distributions declared or made with respect to the Units between August 16, 2006 (the "Offer Date") and September 18, 2006 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 16, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers have extended the Expiration Date to October 6, 2006, less the amount of any distributions declared or made with respect to the Units between the Offer Date and the Expiration Date. As of the date hereof, a total of 1,000 Units have been tendered by unitholders and not withdrawn. No other Units have been tendered to date. Item 12. Exhibits. (a)(1) Offer to Purchase dated August 16, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated August 16, 2006* (a)(4) Supplemental Letter to Unitholders dated September 19, 2006 (a)(5) 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 16, 2006. 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: September 19, 2006 MPF DeWaay Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC; MPF-NY 2006, LLC; MacKenzie Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield Institutional Investors, Ltd; MPF Special Fund 8, LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MP Income Fund 16, LLC; MPF Senior Note Program I, LP; MPF Flagship Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; Real Estate Securities Fund 1983, LP By: /s/ Chip Patterson ------------------------------------ Chip Patterson, Senior Vice President of Manager or General Partner of each filing person MACKENZIE PATTERSON FULLER, LP By: /s/ Chip Patterson ------------------------------------ Chip Patterson, Senior Vice President STEVEN GOLD /s/ Steven Gold EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated August 16, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated August 16, 2006* (a)(4) Supplemental Letter to Unitholders dated September 19, 2006 (a)(5) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on August 16, 2006. EX-99 2 mpfsecuredtota1exa4.txt EXHIBIT (A)(4) LETTER TO UNIT HOLDERS Exhibit (a)(4) September 19, 2006 TO: UNIT HOLDERS OF SECURED INCOME L.P. SUBJECT: EXTENDED OFFER TO PURCHASE UNITS Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you on August 16, 2006, (the "Offer"), which was made by the Purchasers identified in the Offer. The Purchasers are offering to purchase ANY AND ALL Units of limited partnership interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership (the "Partnership"), not already owned by them for: $7.00 per Unit (after the recent $42.10 distribution) ----------------------------------------------------- You may wish to consider the following reasons for selling your Units in the Partnership: o UNCERTAINTY OF PARTNERSHIP TERMINATION. The general partner is in negotiations to sell the Partnership's remaining property, but it already fell out of contract once at a higher price. Thus, there can be no assurance that the sale will occur in the near future or at all. o REDUCTION OF PHANTOM INCOME FOR 2006. You will not receive sufficient distributions to offset the taxable income you must report on your tax return. The Partnership has stated that each Unit will be allocated $58 in income from the sale of the Westmont property, but the Partnership only paid approximately $38 to $42.10 per Unit, depending upon withholding taxes. The difference of up to $20 per Unit is phantom income. If you sell to us, you will be able to offset this allocation of income with your basis in the Units, which was $20 per Unit for original investors when they purchased Units. Your basis would change based upon your individual circumstances, so you should check with your tax adviser. o NO FURTHER WITHHOLDING TAXES FOR NON-RESIDENTS. If you sell your Units to us, you will receive the entire $7 per Unit, less any distribution (and none is expected). Limited partners who were not residents of New York had approximately $4 per Unit of the recent distribution withheld for New York state taxes. If and when the Fieldpoint property sells, the Partnership will be required to withhold taxes from non-residents of Maryland, reducing the net amount of any potential distribution. o NO FUTURE IRS FILING REQUIREMENTS / ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units to us this year, the 2006 tax year will be the final year for which you will be obligated to file a K-1 for the Partnership with your tax return and for which you incur fees for having this investment in your IRA or retirement account. This may represent a reduction in costs associated with filing complicated tax returns and fees charged by some custodians for holding this type of asset. Your decision to sell may have other favorable or unfavorable tax consequences and potential sellers should consult their individual tax advisers. The Purchasers are amending the Offer by extending the Expiration Date to October 6, 2006. You can view the Offer materials as amended on our website at www.mpfi.com (Click on MPF Tenders) or by calling us at the number below. 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 (then mail) a duly completed and executed copy of the Letter of Transmittal (printed on pink paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at the address on this letterhead or via facsimile at (925) 631-9119. If you have any questions or need assistance, please call the Depository at 800-854-8357. EX-99 3 mpfsecuredtota1exa5.txt EXHIBIT (A)(5) PRESS RELEASE Exhibit (a)(5) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, LP announces an extension of tender offer for Secured Income, L.P. Moraga, Calif. (Business Wire)--September 18, 2006-- MPF DeWaay Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9, LLC; MPF-NY 2006, LLC; Steve Gold; MacKenzie Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield Institutional Investors, Ltd; MPF Special Fund 8, LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC; MP Falcon Fund, LLC; MP Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MP Income Fund 16, LLC; MPF Senior Note Program I, LP; MPF Flagship Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; and Real Estate Securities Fund 1983, LP (the "Purchasers") have extended the expiration date with respect to their tender offer for units of limited partnership interests (the "Units") in Secured Income, L.P. (the "Partnership"), pursuant to a letter to be mailed to unitholders as soon as practicable after the date of this release. The expiration date has been extended through October 6, 2006. As of the date hereof, a total of 1,000 Units have been tendered by unitholders and not withdrawn. No other Units have been tendered to date. Unitholders should read the Offer to Purchase and the related materials carefully because they contain important information. Unitholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Unitholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. Contact: Christine Simpson, 800-854-8357 x.224 MacKenzie Patterson Fuller, LP 1640 School Street, Suite 100 Moraga, California 94556 -----END PRIVACY-ENHANCED MESSAGE-----