-----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, MAOoDXsOmzvEtc+k89QhX+ycYd8j0/RsfJY/v8plvOIOrQn5PV5x1cF0JRFq4AR8 vqfiZW0GtHJJN3ee5xMErw== 0001011723-02-000027.txt : 20020414 0001011723-02-000027.hdr.sgml : 20020414 ACCESSION NUMBER: 0001011723-02-000027 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON 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 SUITE 100 CITY: MORAGOS STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN BENCHMARK PROPERTIES LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000818084 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 311209608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58953 FILM NUMBER: 02518830 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 SC TO-T/A 1 brownbenchtota1.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) MACKENZIE PATTERSON, INC.; MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (Bidders) ASSIGNEE 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 $7,500,000 $1,500 * For purposes of calculating the filing fee only. Assumes the purchase of 500,000 Units at a purchase price equal to $15 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: $300 Form or Registration Number: Schedule TO Filing Party: Above Bidders Date Filed: December 27, 2001 [ ] 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: [ ] TENDER OFFER The Tender Offer Statement on Schedule TO filed Decmber 27, 2001 by MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (collectively the "Purchasers") to purchase Units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Issuer"), is hereby amended as set forth below. Except as amended hereby, all of the terms of the Offer and all disclosure set forth in the Schedule previously filed remain unchanged. The Expiration Date has been extended from February 11, 2002 to February 25, 2002. In addition, the maximum offer has been increased from 100,000 Units to all outstanding Units. In the event the Partnership invokes limitations on transfer under its limited partnership agreement, the offer may be limited to the maximum number of Units which may be acquired in compliance with the Issuer's limited partnership agreement. In particular, according to the Issuer, "The Partnership Agreement imposes certain limitations on the transfer of Units and may restrict, delay or prohibit a transfer primarily if (among other things) . . . the transfer of Units would result in 50% or more of all Units having been transferred by assignment or otherwise within a 12-month period . ." 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) Supplement to Offer to Purchase dated December 27, 2001 (a)(5) Press Release 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: January 25, 2002 MACKENZIE PATTERSON , INC. 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 6, LLC By MacKenzie Patterson, Inc., Manager 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 MP INCOME FUND 17, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP INCOME FUND 18, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 2 EXHIBIT INDEX Exhibit Description Page (a)(4) Supplement to Offer to Purchase dated December 27, 2001 (a)(5) Press Release EX-99 3 brownbenchtota1suppoffer.txt SUPPLEMENT TO OFFER Exhibit (a)(4) SUPPLEMENT TO OFFER TO PURCHASE DATE: January 25, 2002 TO: UNIT HOLDERS OF BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP SUBJECT: OFFER TO PURCHASE UNITS Dear Unit Holder: As described in the Offer to Purchase and related Letters of Transmittal previously sent to you (the "Offer"), MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (collectively the "Purchasers") are offering to purchase Units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership") at a purchase price equal to: $15 per Unit 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. The Offer has been extended and will now expire on February 25, 2002. The maximum number of Units sought in the Offer has been increased to all outstanding Units. In the event the Partnership invokes limitations on transfer under its limited partnership agreement, the offer may be limited to the maximum number of Units which may be acquired in compliance with the Issuer's limited partnership agreement. In particular, according to the Issuer, "The Partnership Agreement imposes certain limitations on the transfer of Units and may restrict, delay or prohibit a transfer primarily if (among other things) . . . the transfer of Units would result in 50% or more of all Units having been transferred by assignment or otherwise within a 12-month period . . ." The Purchaser's objectives in making the offer remain unchanged. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Partnership or to change the management or operations of the Partnership. A total of 2,200 Units have been tendered to the Purchasers as of the date hereof and not withdrawn. Based on the response to the offer to date, the Purchasers do not reasonably expect to acquire more than 100,000 Units pursuant to the offer, and anticipate the actual number of Units to be acquired will be substantially fewer than 100,000. Accordingly, the Purchasers do not believe that the potential effects of the offer have been changed in any material respect from those disclosed in the original offer materials. 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 red 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 If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) February 25, 2002 2 EX-99 4 brownbenchtota1pressrel.txt PRESS RELEASE Exhibit (a)(5) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 January 25, 2002 MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND 17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (the "Bidders") have extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership") through February 25, 2002, and the maximum offer has been increased to all outstanding Units. As of the date of this amendment a total of 2,200 Units had been tendered to the bidders by security holders and not withdrawn. For further information, contact Christine Simpson at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----