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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
(Amendment No. 1)
BRAUVIN INCOME PROPERTIES L.P. 6
(Name of Subject Company)
Brauvin Income Properties L.P. 6
(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 6, 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 Income Properties
L.P. 6, a Delaware limited partnership (the "Partnership"). Jerome
J. Brault and Brauvin 6, 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 Accelerated High
Yield Pension Investors, L.P.; Accelerated High Yield Institutional
Investors, L.P.; Accelerated High Yield Institutional Fund, L.P.;
Mackenzie Patterson Value Fund 5, LLC; and Mackenzie Patterson
Special Fund, L.P. (collectively, the "Bidder" or the "Purchaser")
disclosed in a Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1"), dated October 15, 1998 to purchase up to 784
Units at a purchase price equal to $475 per Unit, less the amount
of any distributions declared or made with respect to the Units
between October 15, 1998 (the "Offer Date") and November 13, 1998
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
October 15, 1998 and the related Letter of Transmittal (the "Offer
to Purchase" or the "Offer"). On November 5, 1998, the Company
received Amendment No. 1 to the Schedule 14D-1 (the "Amended
Schedule 14D1") and on November 13, 1998, the Company received
Amendment No. 2 to the Schedule 14D1 (the "Seconded Amended
Schedule 14D-1"). These Amended Schedule 14D-1's extended the
Bidder's tender offer to 12:00 midnight, December 7, 1998.
Based on the information in the Schedule 14D-1, as amended,
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 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 $130,000 for the year ended December
31, 1997 and approximately $112,000 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 on September 9, 1998, the Partnership
retained Landauer Associates, Inc. ("Landauer") to undertake a due
diligence and market pricing analysis of two of the Partnership's
real properties Delchamps Plaza Shopping Center and Shoppes on
the Parkway. Further, the Partnership recently engaged Valuation
Research Corporation ("Valuation") to appraise the Partnership's
smallest property, Ponderosa Unit No. 886, located in Garfield
Heights, Ohio. The General Partners received the valuation
information from Landauer and Valuation (both of which are
unaffiliated with the Partnership and the General Partners). 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 other liabilities of the Partnership and the wind-up
costs of the Partnership, the Partnership has determined that the
net liquidation value per Unit is approximately $1,110. As the
Partnership is currently developing a strategy on how to best
realize the Partnership's assets' underlying value, the General
Partners remain neutral on the Offer to Purchase.
The General Partners remain 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
recently received the appraisals from Landauer and Valuation.
However, the Partnership has not yet completed the development of
its strategy on how to best realize the assets' underlying value
and, therefore, 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*
(a)(2) Engagement Letter dated September 9, 1998 by and
among Landauer Associates, Inc. and the Partnership*
(a)(3) Supplemental Letter to Limited Partners
__________________
* Previously Filed
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 4, 1998
BRAUVIN INCOME PROPERTIES L.P. 6
By: Brauvin 6, 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 9. (a) (3)
December 4, 1998
Dear Limited Partners, Brauvin Income Properties L.P. 6:
We previously reported that the Partnership engaged
independent appraisers to appraise the Partnership's properties.
We are pleased to report on the results of the appraisals, as well
as our analysis of the other assets and liabilities of the
Partnership.
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 $1,110 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.
We hope that this estimate is useful in your evaluation of
your interest in the Partnership. If you have any questions,
please do not hesitate to contact us.
Sincerely,
/s/ Jerome J. Brault
Jerome J. Brault
Managing General Partner
