SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
-------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SECURED INCOME L.P.
(Name of Subject Company (Issuer))
WEST PUTNAM HOUSING INVESTORS II LLC
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
813901105
(CUSIP Number of Class of Securities)
GINA S. SCOTTI
SECRETARY
WEST PUTNAM HOUSING INVESTORS II LLC
599 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
(203) 869-0900
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$7,106,951 $1,421.39
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*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of up to 451,235 Units of Limited Partnership
Interest of Secured Income L.P. (the "Units"), at a price of $15.75 in cash. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
|_| Check the 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
|_| 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: |_|
<PAGE>
This Tender Offer Statement on Schedule TO relates to the tender
offer by West Putnam Housing Investors II LLC, a Delaware limited liability
company (the "Purchaser") to purchase up to 45.84% of the outstanding units of
limited partnership interest (Units") in Secured Income L.P., a Delaware limited
partnership (the "Partnership"), at a price of $15.75 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 dated June 26, 2000 (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the
related Letter of Transmittal and Assignment of Partnership Interest (the
"Letter of Transmittal"), a copy of which is attached hereto as Exhibit
(a)(1)(B) (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitutes the "Offer").
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the "SUMMARY TERM SHEET" in the Offer
to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Secured Income L.P., a
Delaware limited partnership. The Partnership's principal executive
offices are located at c/o Wilder Richman Resources Corporation, 599 West
Putnam Avenue, Greenwich, CT 06830, and its telephone number at that
address is (203) 869-0900.
(b) The class of securities to which this statement relates is up to
451,235 Units, representing approximately 45.84% of the outstanding units
of limited partnership interest in the Partnership, of which 984,369 Units
were outstanding as of June 26, 2000. The information set forth on the
cover page and in the "INTRODUCTION" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "THE OFFER -- Section 13.
Background of the Offer; Trading History of Units" of the Offer to
Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by the Purchaser. The
information set forth in "THE OFFER -- Section 11. Certain Information
Concerning the Purchaser" of the Offer to Purchase and on SCHEDULE I
thereto is incorporated herein by reference.
(b) The information set forth in "THE OFFER -- Section 11. Certain
Information Concerning the Purchaser" of the Offer to Purchase and on
SCHEDULE I thereto is incorporated herein by reference.
(c) The information set forth in "THE OFFER -- Section 11. Certain
Information Concerning the Purchaser" of the Offer to Purchase and on
SCHEDULE I thereto is incorporated herein by reference. During the last
five years, none of the Purchaser or, to the best knowledge of the
Purchaser , any of the persons
<PAGE>
listed on SCHEDULE I to the Offer to Purchase (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to any judicial or administrative proceeding (except
for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of such laws. Each
person listed on SCHEDULE I to the Offer to Purchase is a citizen of the
United States.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated
herein by reference.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in "THE OFFER -- Section 10. Conflicts
of Interest and Transactions with Affiliates; Transactions with
Affiliates" of the Offer to Purchase is incorporated herein by reference.
Except as set forth in "THE OFFER -- Section 10. Conflicts of Interest and
Transactions with Affiliates; Transactions with Affiliates" of the Offer
to Purchase, during the past two years, there have been no transactions
that would be required to be disclosed under this Item 5(a) between the
Purchaser or, to the best knowledge of the Purchaser, any of the persons
listed on Schedule I to the Offer to Purchase on the one hand, and the
Partnership or any of its affiliates on the other hand.
(b) The information set forth in "THE OFFER -- Section 13.
BACKGROUND OF THE OFFER; Prior Tender Offers" of the Offer to Purchase is
incorporated herein by reference. Except as set forth in "THE OFFER --
Section 13. BACKGROUND OF THE OFFER; Prior Tender Offers" of the Offer to
Purchase, there have been no material contracts, negotiations or
transactions during the past two years which would be required to be
disclosed under this Item 5(b) between Purchaser or, to the best knowledge
of Purchaser, any of the persons listed on Schedule I to the Offer to
Purchase on the one hand, and the Partnership or any of its affiliates on
the other hand concerning a merger, consolidation, acquisition, tender
offer or other acquisition of securities, an election of directors or a
sale or other transfer of a material amount of assets of the Partnership.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the "INTRODUCTION" and in "THE
OFFER -- Section 8. FUTURE PLANS OF PURCHASER" of the Offer to Purchase is
incorporated herein by reference.
(c)(1)-(7) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<PAGE>
(a) The information set forth in "THE OFFER -- Section 12. SOURCE OF
FUNDS" of the Offer to Purchase is incorporated herein by reference.
(b) None.
(d) None.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the "INTRODUCTION" and in "THE
OFFER -- Section 7. EFFECTS OF THE OFFER; Control of Unit Holder Voting
Decisions by Purchaser; Effect of Relationship with the General Partners"
and in "THE OFFER -- Section 10. CONFLICTS OF INTEREST AND TRANSACTIONS
WITH AFFILIATES; Purchaser Affiliation with General Partners; Conflicts of
Interest With Respect to the Offer" and in "THE OFFER -- Section 13.
BACKGROUND OF THE OFFER; Prior Tender Offers" of the Offer to Purchase is
incorporated herein by reference.
(b) No transactions in the Units have been effected during the past
60 days by the Partnership or any of the general partners of the
Partnership or, to the knowledge of the Partnership, by any of the current
or former executive officers, directors or affiliates of any of the
general partners of the Partnership or the Partnership.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in "THE OFFER -- Section 16. FEES AND
EXPENSES" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in "THE OFFER -- Section 12. SOURCE OF
FUNDS" of the Offer to Purchase is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the "INTRODUCTION; Some Factors to
Be Considered by Unit Holders" of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase and the
Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated June 26, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Cover Letter to Unit Holders dated June 26, 2000.
<PAGE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
<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.
WEST PUTNAM HOUSING INVESTORS II LLC
By: WEST PUTNAM HOUSING INVESTORS LLC,
its Managing Member
By: /s/ Richard P. Richman
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Richard P. Richman, its Managing Member
Dated: June 26, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase dated June 26, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Cover Letter to Unit Holders dated June 26, 2000.
