-----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, WW3lfUKHIyqQWk4QLQYzzBuNm2omFwHxMp0Wp8eCqliEJh+9Uf0fTvUnGBi4Co27 dIi4MpcBJNxHn1DURgprug== 0001011723-02-000028.txt : 20020414 0001011723-02-000028.hdr.sgml : 20020414 ACCESSION NUMBER: 0001011723-02-000028 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020208 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: 02532387 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: 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 SC TO-T/A 1 brownbenchtota2.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 2 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; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD 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 $8,000,000 $1,600 * For purposes of calculating the filing fee only. Assumes the purchase of 500,000 Units at a purchase price equal to $16 per Unit in cash. [ ] 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: $1,500 Form or Registration Number: Schedule TO-T and Schedule TO-T/A Filing Party: Above Bidders Date Filed: December 27, 2001 and January 25, 2002 [ ] 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 25, 2002 to March 18, 2002. In addition, the purchase price has been increased to $16 per Unit, less the amount of any distributions declared or made with respect to the Units between the Offer Date and the Expiration Date. As a result, consummation by the Purchasers of the acquisition of all outstanding Units would require total purchase consideration in the amount of $8 million. 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 . ." An additional Purchaser, ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD. ("AHY") has been added to the group of purchasers. AHY is a Florida limited partnership of which MacKenzie Patterson, Inc. is the general partner. It is engaged in the same real estate investment activities as the other Purchasers, and has total assets and total net assets in excess of $1 million as of the date hereof. 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)(6) Supplement to Offer to Purchase dated February 8, 2002 (a)(7) 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: February 8, 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 2 PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 3 EXHIBIT INDEX Exhibit Description Page (a)(6) Supplement to Offer to Purchase dated February 8, 2002 (a)(7) Press Release EX-99 3 brownbenchtender.txt SUPPLEMENT TO TENDER OFFER Exhibit (a)(6) SUPPLEMENT TO OFFER TO PURCHASE DATE: February 8, 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; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (collectively the "Purchasers") are offering to purchase all of the Units of limited partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"). The Purchasers have increased the offered purchase price to: $16 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. In considering selling your interest in the Partnership, please also review the following facts: o In the most recent quarterly report, the General Partners stated that they are continuing to evaluate refinancing and disposition strategies available to the Partnership, due to the maturity of its debt in June of 2002. There is no guarantee that the Partnership will be able to dispose or refinance the properties prior to the maturity of its debt. o The Partnership Agreement states, "The Partnership will terminate on December 31, 2037, unless the Partnership is sooner dissolved in accordance with the provisions of the Partnership Agreement." If the Partnership is successful in refinancing the properties, there is a possibility that the life of the Partnership could be extended indefinitely within that maximum term. Our offer price provides you with the opportunity to receive a definite amount of money for your Units in a specified time period. o In a letter sent out to Investors, dated January 10, 2002, the General Partner stated the estimated value per Unit to be approximately $21 as of December 31, 2000. This estimated value was based on an assumed orderly liquidation of the Partnership's assets and does not take into account the lack of liquidity of your Units 1 themselves. Furthermore, the General Partner did not make any estimate of the possible length of time before this estimated value of the Units might actually be realized and any liquidation proceeds could actually be paid to Unit holders. The Offer has been extended and will now expire on March 18, 2002. The maximum number of Units sought in the Offer has been increased to all outstanding Units and the price has been increased to $16 per Unit. As a result, consummation by the Purchasers of the acquisition of all outstanding Units would require total purchase consideration in the amount of $8 million. The Purchasers and their affiliates have adequate financial resources to satisfy all of their obligations under the offer. 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 . . ." In the event the Purchasers receive valid tenders of Units in excess of 45% of the outstanding Units prior to the Expiration Date, they will contact the Partnership to determine whether the Partnership intends to invoke the foregoing limitation on transfer. If the Partnership does intend to limit transfers pursuant to this provision, the Purchasers will amend their offer appropriately and provide a minimum of ten business days prior to the Expiration Date. The Purchasers' 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 2,800 Units have been tendered to the Purchasers as of the date hereof and not withdrawn. Based on the response to the offer to date and all of the circumstances of the offer, 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. Notwithstanding the foregoing, the Purchasers will purchase all Units tendered into the offer, subject to the conditions provided in the offer, including the potential limitations on transfer described above. 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) March 18, 2002 2 EX-99 4 brownbenchpressrel.txt PRESS RELEASE Exhibit (a)(7) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 February 8, 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; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD. 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 March 18, 2002, and the offer price has been increased to $16 per Unit, subject to all of the terms and conditions of the offer. As of the date of this amendment a total of 2,800 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-----