SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SECURED INCOME L.P.
(Name of Subject Company)
WEST PUTNAM HOUSING INVESTORS LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
813901105
(CUSIP Number of Class of Securities)
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GINA S. SCOTTI
VICE PRESIDENT AND SECRETARY
WEST PUTNAM HOUSING INVESTORS LLC
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830
(203) 869-0900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
PETER G. SMITH, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
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CALCULATION OF FILING FEE
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Transaction Valuation*: $2,758,000 Amount of Filing Fee: $551.60
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* For purposes of calculating the fee only. This amount assumes the
purchase of 394,000 units of limited partnership interest ("Units") of
the subject partnership for $7.00 per Unit. The amount of the filing
fee, calculated in accordance with Section 14(g)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate consideration offered by the bidder.
[X] 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: $512.20 Filing Party: West Putnam Housing
Investors LLC
Form or Registration No.: 14D-1 Date Filed: July 24, 1998
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Exhibit Index is located on page 5
<PAGE>
14D-1 PAGE 2 OF 5 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
WEST PUTNAM HOUSING INVESTORS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
OO
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<PAGE>
West Putnam Housing Investors LLC, a Delaware limited liability company
(the "Purchaser") hereby amends its Tender Offer Statement on Schedule 14D-1
dated July 24, 1998 (the "Schedule 14D-1"), relating to the Purchaser's offer to
purchase up to 394,000 of the outstanding units of limited partnership interest
(the "Units"), of Secured Income L.P., a Delaware limited partnership (the
"Partnership").
The Offer is hereby amended to increase the Purchase Price from $6.50
to $7.00 per Unit, net to the seller in cash, without interest, on the terms and
subject to the conditions set forth in the Offer, as supplemented by the Offer
to Purchase supplement annexed hereto as Exhibit (a)(6) and incorporated herein
by reference (the "Offer Supplement"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings set forth in the Schedule
14D-1.
ITEM 1.SECURITY AND SUBJECT COMPANY; ITEM 3.PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS WITH THE SUBJECT COMPANY; ITEM 10. ADDITIONAL INFORMATION.
Items 1, 3 and 10(f) are hereby amended to add the following:
The information set forth in the Offer Supplement is incorporated
herein by reference in its entirety.
ITEM 4.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended to add the following:
(a) The information set forth in Section 12 of the Offer to Purchase
notwithstanding, the Purchaser expects that approximately $2,758,000 plus fees
and expenses will be required to purchase 394,000 Units, if tendered, and to pay
related fees and expenses. The Purchaser expects to receive such amount from the
Purchaser Affiliates as a capital contribution.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Offer to Purchase Supplement, dated August 7, 1998.
3
<PAGE>
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.
Dated: August 7, 1998
West Putnam Housing Investors LLC
By: /s/ Gina S. Scotti
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NAME: Gina S. Scotti
TITLE: Vice President and Secretary
4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(6) Offer to Purchase Supplement, dated August 7, 1998.
5
Exhibit (a)(6)
PLEASE CONTACT SHAREHOLDER COMMUNICATIONS CORPORATION AT
(800) 733-8481, EX. 415.
SUPPLEMENT TO OFFER TO PURCHASE UNITS
OF SECURED INCOME L.P.
INCREASE OF PURCHASE PRICE FROM $6.50 TO $7.00 PER UNIT
Dear Unit Holder:
West Putnam Housing Investors LLC (the "Purchaser"), has increased its
Offer to purchase up to 394,000 units of limited partnership interest ("Units")
in Secured Income L.P. (the "Partnership") from $6.50 to a net cash price per
Unit of $7.00.
OUR OFFER TO PURCHASE WAS ORIGINALLY SENT TO UNIT HOLDERS ON JULY 24,
1998. EXCEPT AS OTHERWISE STATED IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS
SET FORTH IN THE OFFER TO PURCHASE AND RELATED ASSIGNMENT OF PARTNERSHIP
INTEREST REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER. THE OFFER IS CURRENTLY
SET TO EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON AUGUST 20, 1998. UNLESS
OTHERWISE DEFINED IN THIS SUPPLEMENT, CAPITALIZED TERMS HAVE THE SAME MEANING AS
IN THE OFFER TO PURCHASE. THE AMENDED TERMS OF THE OFFER AND OTHER INFORMATION
SET FORTH BELOW SUPPLEMENT AND SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO
PURCHASE, WHICH, EXCEPT TO THE EXTENT MODIFIED BY THIS SUPPLEMENT, IS
INCORPORATED HEREIN BY REFERENCE.
THE PRICE INCREASE
The Purchaser's Offer is hereby amended to increase the Purchase Price
to $7.00 per Unit, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase and the related
Assignment of Partnership Interest. This Purchase Price will be paid with
respect to all tendered Units accepted for payment by the Purchaser, including
those Units tendered prior to the date of this Supplement.
Procedures for accepting the Offer and tendering Units are set forth in
Section 3 of the Offer to Purchase. Tendering Unit Holders should use the
Assignment of Partnership Interest previously circulated with the Offer to
Purchase. Additional copies of the Offer to Purchase, the Assignment of
Partnership Interest and other related materials may be obtained from the
Information Agent, Shareholder Communications Corporation, at (800) 733-8481,
extension 415.
Although the Assignment of Partnership Interest refers to a Purchase
Price of $6.50 per Unit and does not mention this Supplement, by using the
Assignment of Partnership Interest to tender Units, Unit Holders will
nevertheless receive $7.00 net per Unit for each Unit validly tendered, not
withdrawn and accepted for payment pursuant to the Offer. Unit Holders who
already validly tendered their Units for $6.50 per Unit are not required to take
any further action with respect to such Units in order to receive the increased
Purchase Price of $7.00 per Unit.
OTHER INFORMATION
In the Offer to Purchase, there are a number of references to the
MacKenzie Offer to purchase up to 196,875 Units for a price of $5.00 per Unit.
The MacKenzie Offer expired on July 31, 1998 and the Purchaser does not know how
many, if any, Units were purchased in the MacKenzie Offer. The Purchaser has
become aware that certain of the purchasers in the MacKenzie Offer have recently
commenced an offer to purchase up to 46,265 Units for a price of $6.75 per Unit
(the "New MacKenzie Offer"). THE PURCHASER UNDERSTANDS THAT THE NEW MACKENZIE
OFFER IS ON A FIRST-COME, FIRST-BUY BASIS AND UNIT HOLDERS MAY NOT BE ABLE TO
WITHDRAW THEIR UNITS ONCE THEY HAVE BEEN TENDERED. UNIT HOLDERS WHO TENDER THEIR
UNITS IN THE NEW MACKENZIE OFFER FOR THE LOWER PRICE OF $6.75 PER UNIT MAY NOT
BE ABLE TO TENDER THEIR UNITS IN THIS OFFER.
(continued on back)
<PAGE>
This Supplement, the Offer to Purchase and the Assignment of
Partnership Interest contain important information which should be read
carefully before any decision is made with respect to the Offer. Additional
copies of the Offer to Purchase, the Assignment of Partnership Interest and
other related materials may be obtained from the Information Agent, Shareholder
Communications Corporation, at (800) 733-8481, extension 415.
August 7, 1998 WEST PUTNAM HOUSING INVESTORS LLC
YOU WILL NEED TO SUBMIT YOUR CERTIFICATES TO VALIDLY TENDER YOUR UNITS.
BENEFICIAL OWNERS OF UNITS SHOULD CONTACT THEIR BROKERS REGARDING DELIVERY OF
THEIR CERTIFICATES.
