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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
BRAUVIN REAL ESTATE FUND L.P. 4
(Name of Subject Company)
Brauvin Real Estate Fund L.P. 4
(Names(s) of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Thomas E. Murphy, Treasurer and
Chief Financial Officer
Brauvin Ventures, Inc.
30 North LaSalle Street, Suite 3100
Chicago, Illinois 60602
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of the
persons filing statement)
With a copy to:
Don S. Hershman, Esq.
Holleb & Coff
55 East Monroe, Suite 4100
Chicago, Illinois 60603
(312) 807-4660
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Item 1. Security and Subject Company
The name of the subject company is Brauvin Real Estate Fund
L.P. 4, a Delaware limited partnership (the "Partnership"). Jerome
J. Brault and Brauvin Ventures, Inc., an Illinois corporation, are
the general partners of the Partnership (the "General Partners").
The principal executive offices of the Partnership and the General
Partners are located at 30 North LaSalle Street, Suite 3100,
Chicago, Illinois 60602. The title of the class of equity
securities to which this statement relates is the units of limited
partnership interest of the Partnership (the "Units").
Item 2. Tender Offer of the Bidder
This statement relates to a tender offer by MP Value Fund 4,
LLC, JDF & Associates, LLC, MacKenzie Patterson Special Fund, L.P.,
Accelerated High Yield Institutional Investors, L.P., Accelerated
High Yield Institutional Fund, L.P., Accelerated High Yield Income
Fund I, Ltd., MP/Dewaay Fund, LLC, Accelerated High Yield Pension
Investors, L.P., MP Value Fund 6, LLC and MP Value Fund 7, LLC
(collectively, the "Bidder" or the "Purchaser") disclosed in a
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"),
dated December 9, 1998 to purchase up to 2,390 Units at a purchase
price equal to $120 per Unit, less the amount of any distributions
declared or made with respect to the Units between December 9, 1998
(the "Offer Date") and January 15, 1999 or such other date to which
this Offer may be extended (the "Expiration Date") (the "Offer
Consideration"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated December 9, 1998 and the
related Letter of Transmittal (the "Offer to Purchase" or the
"Offer").
Based on the information in the Schedule 14D-1, the business
address of the person authorized to receive notices and
communications on behalf of the Purchasers is Mackenzie Patterson,
Inc., 1640 School Street, Moraga, California 94556 (the
"Depositary").
Item 3. Identity and Background
(a) The name and address of the Partnership, which is the
person filing this Statement, is set forth in Item 1 above.
(b) There is no material contract, agreement, arrangement or
understanding or any material actual or potential conflict of
interest between: (i) the Partnership and the General Partners;
(ii) the Partnership and the Purchaser; or (iii) the General
Partners and the Purchaser. The General Partners are entitled to
receive distributions of the Partnership's operating cash flow and
net sale or refinancing proceeds, which amounts are subordinated to
certain preferential returns due the limited partners of the
Partnership (the "Limited Partners"), as outlined in the
Partnership's Amended and Restated Limited Partnership Agreement,
as amended to date (the "Agreement"). In addition, an affiliate of
the General Partners is compensated for providing property
management services to the Partnership. The Partnership paid this
affiliate of the General Partners approximately $113,000 for the
year ended December 31, 1997 and approximately $92,000 for the nine
months ended September 30, 1998, for such services, pursuant to the
terms of the Agreement. In addition, should the General Partners
or their affiliates provide services to the Partnership in
connection with the sale or refinancing of one of the Partnership's
real properties, they will be entitled to a fee for such services,
however, it will be subordinated to certain preferential
distributions due to the Limited Partners, as set forth in the
Agreement.
Item 4. The Solicitation or Recommendation
(a) Recommendation of the General Partners. The Partnership
is not expressing an opinion and is remaining neutral towards the
Offer to Purchase.
(b) Background, Reasons for Recommendation. In deciding to
remain neutral on the Offer to Purchase, the General Partners
considered the fact that the Partnership engaged Landaur
Associates, Inc. ("Landaur"), an entity unaffiliated with the
Partnership and the General Partners, to undertake a due diligence
and market pricing analysis of the Partnership's real
properties--Raleigh Springs Marketplace, Fortune Professional
Building, a 58% joint venture interest in Strawberry Fields
Shopping Center and a 47% joint venture interest in Sabal Palm
Square. The General Partners recently received the valuation
information from Landaur. By taking the appraised value of the
assets, and the cash and cash equivalents held by the Partnership,
as of September 30, 1998, and then deducting the mortgage balances,
the anticipated selling costs, the Partnership's other liabilities
and the estimated wind-up costs of the Partnership, the Partnership
determined that the net liquidation value per Unit as of such date
was approximately $277. This value per Unit is an estimate and the
ultimate amount actually received by the Limited Partners will be
affected by items including, but not limited to, the timing of the
liquidation of the assets, changes in market conditions, necessary
reserves of the Partnership and the sale prices that can be
negotiated. This estimated amount does not include any prior
distributions or returns of capital to the Limited Partners.
As the Partnership is currently developing a strategy on
how best to realize the Partnership's assets' underlying value, the
General Partners have decided to remain neutral on the Offer to
Purchase.
In reviewing the Offer to Purchase, the General Partners
were unable to determine how the Bidder will deal with the
provision of the Agreement prohibiting a Limited Partner to
transfer less than five Units or make any transfer of his Units if
after such transfer he owns less than five Units, as the Offer to
Purchase is silent on this matter. However, should a Limited
Partner desire liquidity at this time, the Offer to Purchase gives
the Limited Partner such an opportunity.
Item 5. Persons Retained, Employed or to Be Compensated
None.
Item 6. Recent Transactions and Intent with Respect to
Securities
(a) None.
(b) Not applicable.
Item 7. Certain Negotiations and Transactions of the Subject
Company
(a) The Partnership has not engaged in any negotiation in
response to the Offer to Purchase which relates to or would result
in: (i) an extraordinary transaction, such as a merger or
reorganization, involving the Partnership; (ii) a purchase, sale or
transfer of a material amount of assets by the Partnership; (iii)
a tender offer for or other acquisition of securities by or of the
Partnership; or (iv) any material change in the present
capitalization or dividend policy of the Partnership.
As described in Item 4 of this Statement, the Partnership is
currently developing a strategy on how best to realize the
Partnership's assets' underlying value. Until such strategy has
been developed, the Partnership will not make a decision whether to
proceed with a sale and disposition of these properties, and will
remain neutral towards the Offer.
(b) There are no transactions, resolutions, agreements in
principle or signed contracts in response to the Offer to Purchase
that relate to or would result in one or more of the events
referred to in Item 7(a).
Item 8. Additional Information to Be Furnished
None.
Item 9. Materials to Be Filed as Exhibits
(a)(1) Letter to Limited Partners
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After reasonable 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.
December 18, 1998
BRAUVIN REAL ESTATE FUND L.P. 4
By: Brauvin Ventures, Inc.,
Corporate General Partner
By: /s/ Jerome J. Brault
Jerome J. Brault,
President
By: /s/ Jerome J. Brault
Jerome J. Brault,
General Partner
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EXHIBIT (a) (1)
Brauvin Real Estate Funds
30 N. LaSalle Street
Suite 3100
Chicago, IL 60602
December 16, 1998
Dear Limited Partner, Brauvin Real Fund L.P. 4
On December 10, 1998, the General Partners received an unsolicited
tender offer to purchase up to 25% of the outstanding Limited
Partnership Units of the Partnership for $120 per Unit. The offer
is being made in part by an entity that currently owns a nominal
economic interest in the Partnership. We anticipate you will be
receiving information regarding this offer shortly.
At this time the General Partners have not made a decision as to
the particular merits or risks associated with the tender offer to
the Limited Partners.
However, the General Partners would like to reiterate that the
Partnership recently engaged a nationally known appraisal firm,
Landauer and Associates, to appraise the Partnership's properties.
Additionally, Landauer will assist us in determining the
appropriate method and timing for the disposition of the
Partnership's assets.
In summation, based primarily on the independent appraisals of the
assets, the estimated net liquidation value of each limited partner
Unit as of September 30, 1998 is approximately $277 per Unit. This
estimate was calculated by adding the appraised value of the
assets, cash and cash equivalents held by the Partnership, and then
deducting the current mortgage balances, the anticipated selling
costs, the other liabilities and the estimated wind up costs of the
Partnership.
We would like to caution that this value per Unit is an
estimate, and the ultimate amount actually received by each limited
partner will be affected by items including, but not limited to,
the timing of the liquidation of the assets, changes in market
conditions, necessary Partnership reserves and the sale prices that
can be negotiated. The value therefore could be more or less than
that currently estimated. Please note that this estimated amount
does not include any prior distributions or returns of capital.
The General Partners are currently developing a strategy on
how to best realize the assets' underlying value. We will keep you
advised of our progress.
Nonetheless, for those investors who are primarily interested in
liquidating their Units immediately the tender offer gives you this
opportunity. Additionally, there can be no assurance that a
better offer for the purchase of your Units may be available now or
in the future. Please be advised that by accepting this tender
offer you will no longer have ownership interest in the
Partnership's assets and thus will not share in any potential
changes in their value.
Ultimately each of you has to make the determination as to whether
to sell now at the current tender price or wait to see the
recommendations for the ultimate liquidation of the properties. We
do recommend, however, that if you choose to sell your interest at
this time, you consider other options for sale including the
informal secondary market for partnership units. If you would like
further details regarding the informal secondary market please
consult with you broker or registered representative.
If you choose to accept the tender offer, payment will come
directly from the outside group of investors.
As always, if you have any questions regarding your investment
please do not hesitate to contact us.
Sincerely,
/s/ Jerome J. Brault
Jerome J. Brault
Managing General Partner
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