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. 2)
SECURED INCOME L.P.
(Name of Subject Company)
SECURED INCOME L.P.
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
813901105
(CUSIP Number of Class of Securities)
-----------------------------
GINA S. SCOTTI
SECRETARY OF GENERAL PARTNER
SECURED INCOME L.P.
C/O WILDER RICHMAN RESOURCES CORPORATION
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830
(203) 869-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of
the Person(s) Filing Statement)
Copies to:
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
212-715-9100
----------------------------
<PAGE>
This Amendment No. 2 amends and supplements the solicitation/
recommendation statement on Schedule 14D-9 filed by Secured Income L.P. (the
"Partnership") with the Securities and Exchange Commission on June 26, 2000, as
amended and supplemented by an Amendment No. 1 to Schedule 14D-9 filed on July
27, 2000, in relation to an offer (the "MacKenzie Offer") by MP Income Fund 11,
L.P.; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MP Income Fund 15, LLC; MP
Income Fund 16, LLC; Accelerated High Yield Institutional Investors III, Ltd.;
Accelerated High Yield Growth Fund II, Ltd.; Accelerated High Yield
Institutional Fund I, Ltd.; Accelerated High Yield Institutional Investors,
Ltd.; Accelerated High Yield Pension Investors, Ltd.; Accelerated High Yield
Income Fund I, Ltd.; Accelerated High Yield Income Fund II, Ltd.; Previously
Owned Mortgage Partnerships Income Fund 3; Previously Owned Partnerships Income
Fund; MP-Dewaay Fund, LLC; Specified Income Fund, a California limited
partnership; MacKenzie Patterson Special Fund 5, LLC; MP Falcon Growth Fund,
LLC; MP Falcon Fund, LLC; MP Value Fund 5, LLC; MP Value Fund 6, LLC; MacKenzie
Patterson Special Fund 3, LLC; and MacKenzie Fund VI, a California limited
partnership (the "Purchasers"), to purchase up to 330,000 of the outstanding
units of limited partnership interest in the Partnership ("Units") upon the
terms and subject to the conditions set forth in an Offer to Purchase and
related Letter of Transmittal included as exhibits to a Schedule TO filed by the
Purchasers with the SEC on July 14, 2000, as amended by an Amendment No. 1 to
Schedule TO filed by the Purchasers with the SEC on July 24, 2000.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented as follows:
According to an Amendment No. 2 to Schedule TO filed on July 28,
2000 by West Putnam Housing Investors II LLC ("West Putnam II"), West Putnam II
has increased the purchase price of its outstanding tender offer for up to
451,235 of the outstanding Units from $17.00 to $20.00 per Unit (the "West
Putnam II Offer"). This purchase price is currently higher than the price
offered in the MacKenzie Offer. For the reasons set forth in the Partnership's
original Schedule 14D-9 with respect to the MacKenzie Offer, the Partnership and
its General Partners are making no recommendation as to whether Unit Holders
should tender their Units in response to an offer. However, a Unit Holder who
wishes to tender should do so in the offer that provides the highest cash price.
Unit Holders should bear in mind that no immediate decision in
response to the pending offers is required. The MacKenzie Offer states that
tenders of Units will be accepted until midnight, Pacific Standard Time, on
August 15, 2000, unless such date is extended. The West Putnam II Offer states
that tenders of Units will be accepted until 11:59 p.m., New York City time, on
August 18, 2000, unless such date is extended.
<PAGE>
SIGNATURE
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.
Dated: July 28, 2000
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation
General Partner
By: /s/ Richard P. Richman
------------------------
Name: Richard P. Richman
Title: President
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1(1) Letter to Unit Holders from the Partnership dated July 21,
2000.
99.2(2) The Partnership's Annual Report on Form 10-K, dated March
30, 2000.
----------------------
(1) Filed on July 21, 2000 with the SEC as an exhibit to the original Schedule
14D-9 regarding the MacKenzie Offer and incorporated herein by reference.
(2) Filed with the SEC (File No. 0-17412) and incorporated herein by reference.
