SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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SECURED INCOME L.P.
(Name of Subject Company)
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; MACKENZIE FUND VI, A CALIFORNIA
LIMITED PARTNERSHIP; and MACKENZIE PATTERSON, INC.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson 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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$6,682,500 $1,336.50
* For purposes of calculating the filing fee only. Assumes the purchase
of 330,000 Units at a purchase price equal to $20.25 per Unit in cash.
The balance due after credit for the amount paid in the prior filings
is $148.50.
[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.
<PAGE>
Amount Previously Paid: $1,188
Form or Registration Number: Schedule TO
Filing Party: Above Named Bidders
Date Filed: July 14, 2000; July 21, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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The Schedule TO filed as of July 14, 2000 and amended as of July 21, 2000 by the
above-named bidders is hereby further amended as set forth below. Items not
amended remain unchanged, and capitalized terms are used as defined in the
original Schedule.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the 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 (collectively the "Purchasers") to purchase up to
330,000 Units of limited partnership interest (the "Units") in SECURED INCOME
L.P., a Delaware limited partnership (the "Issuer"), the subject company. By
this amendment, the Purchasers hereby extend the Expiration Date to September 1,
2000, and increase the purchase price to $20.25 per Unit, less the amount of any
distributions declared or made with respect to the Units between July 14, 2000
(the "Offer Date") and September 1, 2000 or such other date to which this Offer
may be further extended (the "Expiration Date"), otherwise upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 14, 2000
(the "Offer to Purchase") and the related Letter of Transmittal, copies of which
are attached to the original Schedule TO as Exhibits (a)(1) and (a)(2),
respectively. The Purchasers had received tenders of a total of 2,914 Units
which had not been withdrawn as of August 15, 2000.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(5) Form of Letter to Unit holders dated August 15, 2000
(a)(6) Press Release
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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: August 15, 2000
MP INCOME FUND 11, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 12, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 14, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 15, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 16, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD GROWTH FUND II, LTD
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President.
2
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ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President.
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INCOME FUND I, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INCOME FUND II, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
3
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MACKENZIE PATTERSON SPECIAL FUND 5, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP VALUE FUND 5, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON, INC.
By: /s/ Christine Simpson
Christine Simpson, Vice President
4
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(5) Form of Letter to Unit holders dated August 15, 2000
(a)(6) Press Release
