SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
(Name of Issuer)
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
(Name of Person(s) Filing Statement)
Series I Preferred Shares
Series II Preferred Shares
Series I Preferred Capital Distribution Shares
Series II Preferred Capital Distribution Shares
(Title of Class of Securities)
Series I Preferred Shares - 62624B200
Series II Preferred Shares - 62624B408
Series I Preferred Capital Distribution Shares - 62624B309
Series II Preferred Capital Distribution Shares - 62624B507
(CUSIP Number of Class of Securities)
Mark K. Joseph
Chief Executive Officer and Chief Financial Officer
Municipal Mortgage and Equity, L.L.C.
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(410) 962-8044
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
Frank R. Goldstein, Esquire
Brown & Wood LLP
815 Connecticut Avenue, N.W.
Washington, D.C. 20006
(202) 973-0600
November 26, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$4,211,517 $842.30
* The transaction value shown is only for the purpose of calculating the
filing fee. The amount shown reflects the cost of purchasing for
$4,211,517 the securities offered to be purchased. The amount of the filing
fee is calculated in accordance with Section 13(e)(3) of the Securities
Exchange Act of 1934, as amended.
* The filing fee was paid prior to the filing of the Schedule 13E-4.
[ ] 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: Filing Party:
Form or Registration No.: Date Filed:
<PAGE>
INTRODUCTORY STATEMENT
This Amendment No. 1 to the Schedule 13E-4 filed by Municipal
Mortgage and Equity, L.L.C., a Delaware limited liability company
("MuniMae"), amends and supplements the Schedule 13E-4 filed
electronically on November 26, 1997 with the Securities and Exchange
Commission. This Issuer Tender Offer Statement relates to MuniMae's
offer to purchase for cash, on the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 26, 1997 (the "Offer to
Purchase") and the related Letter of Transmittal (the "Letter of
Transmittal"), up to 20% of the issued and outstanding shares of the
following classes of limited liability interests of MuniMae: Series I
Preferred Shares, Series II Preferred Shares, Series I Preferred Capital
Distribution ("CD") Shares and Series II Preferred CD Shares. MuniMae
is offering to purchase 3,266 Series I Preferred Shares, 1,528 Series II
Preferred Shares, 1,782 Series I Preferred CD Shares and 762 Series II
Preferred CD Shares.
This Amendment is being filed to report MuniMae's issuance on
December 1, 1997 of a press release, the text of which is attached hereto as
an Exhibit and which is incorporated herein by reference. Only those items
of the Statement that are amended and supplemented hereby are included
herein.
Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Statement is hereby amended and supplemented by the
following information:
99(a)(3) Text of Press Release, dated December 1, 1997.
SIGNATURE
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.
Municipal Mortgage and Equity, L.L.C.
By: /s/ Mark K. Joseph
Name: Mark K. Joseph
Title: Chairman and CEO
Dated: December 2, 1997
EXHIBIT INDEX
The following exhibit is filed as part of this Issuer Tender Offer
Statement.
Exhibit
No. Description
99(a)(3) Text of Press Release dated December 1, 1997.
<PAGE>
Exhibit 99 (a)(3)
PRESS RELEASE Contact: Derek K.Cole
Director, Investor Relations
FOR IMMEDIATE RELEASE (888) 788-3863
MuniMae Announces Tender Offer for Its Preferred Shares
BALTIMORE, MD, December 1, 1997 -- Municipal Mortgage and Equity,
L.L.C. (AMEX: MMA), also known as MuniMae, announced today a tender
offer to purchase up to 20% of each of its four outstanding classes of
preferred shares for 80% of the shares' September 30, 1997 book value.
MuniMae originates, invests in and services tax-exempt multifamily housing
bonds.
MuniMae is making this offer in response to an unsolicited offer, by an
unaffiliated third party, to purchase MuniMae preferred shares for prices
ranging from $325-$450, or from 50.58% to 59.21% of the shares' September
30, 1997 book value. MuniMae is recommending against accepting this offer.
In order to provide liquidity options to its preferred shareholders, MuniMae
is offering to purchase for cash up to the share amounts and at the prices per
share described below:
Shares Offer Price
Series I Preferred Shares 3,266 $593.43
Series II Preferred Shares 1,528 $711.77
Series I Preferred CD Shares 1,782 $448.77
Series II Preferred CD Shares 762 $506.67
MuniMae Chairman and CEO, Mark K. Joseph, commented, "We are not
recommending that our preferred shareholders sell their shares at this time.
We believe that MuniMae remains an excellent long term investment.
However, we do recognize that some shareholders may need liquidity and we
do not want them to be faced with only one option. We are making this offer
to increase the options available to the shareholders. In addition, the offer
makes prudent use of our investment resources for our growth shareholders."
The offer to purchase was made and filed with the Securities and Exchange
Commission on Wednesday, November 26, 1997. The offer will expire at
midnight, Eastern Standard Time, on Friday, December 26, 1997, unless
extended by the Company.
As of September 30, 1997, MuniMae has assets of $234 million, consisting
primarily of 36 tax-exempt bonds and other bond related investments, most
of which provide for MuniMae to participate in the appreciation of the
underlying apartments on a tax-exempt basis. The multifamily housing
complexes which back MuniMae's portfolio are located in eleven states and
contain 8,443 units with an average occupancy of 95%.
MuniMae is organized as a limited liability company which provides for tax
advantages as well as the benefit of corporate governance. MuniMae, like
Real Estate Investment Trusts ("REITs"), is exempt from tax at the corporate
level. In addition, the Company passes through to its shareholders primarily
tax-exempt dividends which are generated by its municipal bond investments.
Dividends to shareholders are declared and paid quarterly.
MUNIMAE: TAX-EXEMPT DIVIDENDS AND EQUITY GROWTH THROUGH REAL ESTATE
