-----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, M3lIm5lZnIsoltTOI0cA2dZ9ukeGfNDpQg8LAwTXoefwDkTIpttzJN6tfqW0uUx9 vsH9PiR5ZiiUj6bdafAIHw== /in/edgar/work/20000602/0001011723-00-000053/0001011723-00-000053.txt : 20000919 0001011723-00-000053.hdr.sgml : 20000919 ACCESSION NUMBER: 0001011723-00-000053 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN BENCHMARK PROPERTIES LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000818084 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 311209608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-58953 FILM NUMBER: 648519 BUSINESS ADDRESS: STREET 1: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 3017274083 MAIL ADDRESS: STREET 2: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MP VALUE FUND 4 LLC CENTRAL INDEX KEY: 0001075698 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAZA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAZA 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 ----------------------- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP (Name of Subject Company) MP VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND 1, LTD.; MP-DEWAAY FUND, LLC; MP FALCON FUND, LLC; MACKENZIE PATTERSON, INC. and MACKENZIE SPECIFIED INCOME FUND, L.P. (Bidders) ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTERESTS (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 $1,875,000 $375 * For purposes of calculating the filing fee only. Assumes the purchase of 125,000 Units at a purchase price equal to $15 per Unit in cash. The balance due after credit for the amount paid in the initial filing is $75. [ ] 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: $300 Form or Registration Number: Schedule TO Filing Party: Above Named Bidders Date Filed: May 5, 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 May 5, 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 VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND 1, LTD.; MP- DEWAAY FUND, LLC; MP FALCON FUND, LLC; and MACKENZIE SPECIFIED INCOME FUND, L.P. (collectively the "Purchasers") to purchase up to 125,000 assignee units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, an Delaware limited partnership (the "Issuer"), the subject company. Mackenzie Patterson, Inc. is named as an offeror herein because it is deemed to control the Purchasers, but it is not otherwise participating in the offer described in this schedule. The Purchasers are hereby extending the Expiration Date for the Offer to July 3, 2000 and are increasing the purchase price they are offering to equal $15 per Unit, less the amount of any distributions declared or made with respect to the Units between May 5, 2000 and July 3, 2000, or such other date to which this Offer may be further extended (the "Expiration Date"). Except as so amended, the Offer remains subject to the terms and conditions set forth in the Offer to Purchase dated May 5, 2000 (the "Offer to Purchase") and the related Letter of Transmittal. As of June 1, 2000, 1,000 Units had been tendered to the bidders by security holders and not withdrawn. 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, except as otherwise set forth below. Item 12. Exhibits. -------- (a)(4) Form of Letter to Unit holders dated June 2, 2000 (a)(5) Press Release (b)-(h) Not applicable. 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: June 2, 2000 MP VALUE FUND 4, LLC By MacKenzie Patterson, Inc., Manager By: /s/ C. E. Patterson ------------------- C.E. Patterson, President MP VALUE FUND 6, LLC By MacKenzie Patterson, Inc., Manager By: /s/ C. E. Patterson ------------------- C.E. Patterson, President MORAGA FUND 1, L.P. By Moraga Partners, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President ACCELERATED HIGH YIELD PENSION INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President ACCELERATED HIGH YIELD INCOME FUND 1, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President MP-DEWAAY FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ C. E. Patterson ------------------- C.E. Patterson, President 2 MP FALCON FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ C. E. Patterson ------------------- C.E. Patterson, President MACKENZIE SPECIFIED INCOME FUND, L.P., LP By MacKenzie Patterson, Inc., General Partner By: /s/ C. E. Patterson ------------------- C.E. Patterson, President MACKENZIE PATTERSON, INC. By: /s/ C. E. Patterson ------------------- C.E. Patterson, President 3 EXHIBIT INDEX Exhibit Description Page (a)(4) Form of Letter to Unit holders dated June 2, 2000 (a)(5) Press Release EX-99.1 2 0002.txt LETTER TO UNIT HOLDERS Exhibit (a)(4) June , 2000 TO: UNIT HOLDERS OF BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP SUBJECT: OFFER TO PURCHASE UNITS by MP VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND 1, LTD.; MP-DEWAAY FUND, LLC; MP FALCON FUND, LLC; and MACKENZIE SPECIFIED INCOME FUND, L.P. (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 125,000 Units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, an Delaware limited partnership (the "Partnership"). We are hereby extending the Expiration Date of our Offer to July 3, 2000 and increasing our purchase price to: $15 per Unit less the amount of any distributions declared or made with respect to the Units between May 5, 2000 and July 3, 2000, or such other date to which this Offer may be further extended. The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP without the usual transaction costs associated with market sales or partnership transfer fees. 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 (the purple form) 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 Facsimile: (925) 376-7983 E-Mail Address: offers@mackpatt.com If you have already tendered Units by submitting a Letter of Transmittal (the pink 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 any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) July 3, 2000 EX-99.2 3 0003.txt PRESS RELEASE Exhibit (a)(5) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc., 1640 School Street Moraga, California 94556 June 2, 2000 Offer for units of limited partnership interest ("Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, an Delaware limited partnership(the "Partnership"), extended through July 3, 2000 and purchase price increased to $15 per Unit MP VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND 1, LTD.; MP-DEWAAY FUND, LLC; MP FALCON FUND, LLC; and MACKENZIE SPECIFIED INCOME FUND, L.P. (collectively the "Purchasers") have extended the expiration date for their tender offer to purchase up to 125,000 Units of the Partnership through July 3, 2000, and have increased the purchase price to $15 per Unit, less the amount of any distributions declared or made with respect to the Units between May 5, 2000 and July 3, 2000, or such other date to which this Offer may be further extended. As of June 1, 2000, 1,000 Units had been tendered to the bidders by security holders and not withdrawn. For further information, contact Christine Simpson at the above address. -----END PRIVACY-ENHANCED MESSAGE-----