SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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BRAUVIN INCOME PROPERTIES, L.P. 6
(Name of Subject Company)
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; MACKENZIE PATTERSON SPECIAL FUND, L.P.
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
C.E. Patterson 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)
<PAGE>
CUSIP NO. None 14D-1
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.06%
10. Type of Reporting Person (See Instructions)
PN
2
<PAGE>
CUSIP NO. None 14D-1
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 5
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.06%
10. Type of Reporting Person (See Instructions)
PN
3
<PAGE>
CUSIP NO. None 14D-1
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 5
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.06%
10. Type of Reporting Person (See Instructions)
PN
4
<PAGE>
CUSIP NO. None 14D-1
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON VALUE FUND 5, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 5
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.06%
10. Type of Reporting Person (See Instructions)
OO
5
<PAGE>
CUSIP NO. None 14D-1
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 5
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.06%
10. Type of Reporting Person (See Instructions)
PN
6
<PAGE>
The Schedule 14D-1 filed by the above Bidders on October 15, 1998 and amended
November 5, 1998 is further amended as set forth below.
Item 1. Security and Subject Company.
(a) This Schedule relates to Units of limited partnership interest
(the "Units") in BRAUVIN INCOME PROPERTIES L.P. 6, a Delaware limited
partnership(the "Issuer"), the subject company. The address of the Issuer's
principal executive offices is 30 N. LaSalle Street, Suite 3100, Chicago,
Illinois 60602.
(b) This Schedule relates to the 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
"Purchasers"). The Offer was originally scheduled to expire November 13, 1998,
but has been extended and will now expire December 7, 1998. The Purchasers have
offered 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 December 7, 1998 or such other
date to which this Offer may be further extended (the "Expiration Date"), upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
October 15, 1998 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. The Issuer had 7,842.5 Units issued and outstanding held by
approximately 601 Unitholders as of December 31, 1997, according to its annual
report on Form 10-K for the year then ended.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I and the Addendum of the
Offer to Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information
Concerning the Purchasers" and Schedule I and the Addendum in the Offer to
Purchase is incorporated herein by reference. During the last five years,
neither the Purchasers nor, to the best of the knowledge of the Purchasers, any
person named on Schedule I and the Addendum to the Offer to Purchaser nor any
affiliate of the Purchasers (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, Federal or state securities laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) See the discussion under the caption "Certain Information
Concerning the Purchasers" in the Offer to Purchase for information concerning
purchases of Units by certain of the Purchasers and their affiliates. Other than
the foregoing, since January 1, 1993, there have been no transactions between
any of the persons identified in Item 2 and the Issuer or, to the knowledge of
the Purchaser, any of the Issuer's affiliates or general partners, or any
directors or executive officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) - (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference. Other than
as set forth therein, the Purchasers have no plans or proposals that would
relate to or would result in any of the transactions, changes or other results
described in Item 5(a) through (g) of Schedule 14D-1.
(f) Not applicable.
7
<PAGE>
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchasers" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchasers" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(6) Press Release
(a)(7) Letter to Unit holders dated November 13, 1998
(b)-(f) Not applicable.
8
<PAGE>
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: November 13, 1998
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P..
By MacKenzie Patterson, Manager
By: /s/ C, E, Patterson
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON VALUE FUND 5,LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
9
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Press Release
(a)(7) Letter to Unit holders dated November 13, 1998
10
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
November 13, 1998
Offer for Units of Limited Partnership Interest of Brauvin Income
Properties L.P. 6 extended through December 7, 1998.
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.
(the "Bidders") have extended the expiration date for their tender offer to
purchase up to 784 Units of limited partnership interest of Brauvin Income
Properties L.P. 6 through December 7, 1998.
As of November 13, 1998 a total of 112 Units had been tendered to the
bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above telephone
number.
November 13, 1998
To: The Holders of Limited Partnership Interests in
Brauvin Income Properties LP 6
On behalf of the undersigned Purchasers, MacKenzie Patterson recently mailed you
an offer to purchase your Limited Partnership Units for $475.00 with an
expiration date of November 13, 1998. As a result of the late mailing, we
understand that you may not have had enough time to fully consider the merits of
the offer. The offer has been extended and shall remain open until December 7,
1998.
If you are interested in selling your Brauvin Income Properties LP 6 Units to
us, for your convenience, we have enclosed an Assignment form for you to fill
out along with a postage paid envelope. Should you have any questions, please do
not hesitate to contact us at 1-800-854-8357.
Neither MacKenzie Patterson, Inc. nor any of its affiliates are affiliated
in any way with the Partnership or its general partner.
Best regards,
MacKenzie Patterson, Inc. for
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
MacKenzie Patterson Special Fund, L.P.
