Exhibit (a)(4)
<PAGE>
July 21, 2000
TO: UNIT HOLDERS OF SECURED INCOME L.P.
SUBJECT: OFFER TO PURCHASE UNITS 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 (collectively the "Purchasers")
Dear Unit Holder:
You should recently have received our Offer to Purchase and related
Letter of Transmittal (the "Offer"), by which we are offering to purchase up to
330,000 Units of limited partnership interest (the "Units") in SECURED INCOME
L.P., a Delaware limited partnership (the "Partnership"). We are hereby
increasing our purchase price to:
$18.00 per Unit
After we first made our offer at $16.25 per Unit, West Putnam Housing
Investors II LLC (the "GP Offeror"), an affiliate of certain of the General
Partners, increased its $15.75 per Unit offer to $17 per Unit. Our Offer is now
$18.00 per Unit, or $1.00 per Unit more than the GP Offeror's price, and is the
highest price currently offered for Units. The Offer will provide you with an
opportunity to liquidate all, or a portion of, your investment in SECURED INCOME
L.P. without the usual transaction costs associated with market sales or
partnership transfer fees. If you have already tendered Units by submitting a
Letter of Transmittal (the blue form), there is no need to submit a new
transmittal form. All selling Unit holders will receive the highest price
offered by the Purchasers regardless of the date of tender or the form used.
If you have already tendered your Units to the GP Offeror, and you
wish to revoke that tender and tender to the Purchasers, you may revoke the
prior tender until that offer is terminated by sending a written notice of
revocation specifying the Units tendered and your desire to revoke, as provided
in the GP Offeror tender offer. We have attached a form for use in revoking
tenders to GP Offeror. If you have questions in this regard, please contact us
at the number below.
<PAGE>
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal
(printed on blue paper) and Change of Address forms, and any other documents
required by the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
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.
If you have any questions or need assistance, please call the
Depository at 800-854-8357.
This Offer expires (unless extended) August 15, 2000.
2
<PAGE>
NOTICE OF WITHDRAWAL
The undersigned hereby withdraws Units heretofore tendered by the
undersigned to West Putnam Housing Investors II LLC pursuant to its tender offer
dated June 26, 2000.
Name of person who tendered Units: __________________________________________
Name of registered Unit holder (if different): ______________________________
Number of Units to be withdrawn (state "all" if all Units tendered are to be
withdrawn): _______
Date: _______________, 2000
----------------------------------------------
[signature of withdrawing Unit holder]
----------------------------------------------
[signature of joint holder, if any]
INSTRUCTIONS:
For a withdrawal to be effective, a written notice of withdrawal must be timely
received by the Depositary for the West Putnam Housing Investors II LLC offer at
one of its addresses set forth below. Any such notice of withdrawal must specify
the name of the person who tendered, the number of units to be withdrawn and the
name of the registered holder of such units, if different from the person who
tendered. In addition, the notice of withdrawal must be signed by the person who
signed the letter of transmittal in the same manner as the letter of transmittal
was signed. The Information Agent for West Putnam Housing Investors II LLC and
its addresses are as follows:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or
By Mail: Overnight Courier: By Facsimile:
------- ----------------- ------------
P.O. Box 7090 1845 Maxwell, Suite 101 (248) 614-4536
Troy, MI 48007-7090 Troy, MI 48084-4510
To confirm withdrawal by telephone, call toll free: (888) 349-2005
3
