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
(Amendment No. 3-- Final Amendment)
SECURED INCOME L.P.
(Name of Subject Company (Issuer))
WEST PUTNAM HOUSING INVESTORS II LLC (Offeror)
WEST PUTNAM HOUSING INVESTORS LLC (Other Person)
RICHARD P. RICHMAN (Other Person)
(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
------------------------------------------------- ------------------------------
Transaction Valuation Amount of Filing Fee
$9,024,700* $1,804.94
------------------------------------------------- ------------------------------
*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 $20.00 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.
[X] 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: $1,804.94 Filing Party: West Putnam Housing
Investors II LLC
West Putnam Housing
Investors LLC
Richard P. Richman
Form or Registration No.: Schedule Date Filed: June 26, 2000,
TO and July 21, 2000,
Schedule TO/A and July 31, 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: [X]
<PAGE>
This Amendment No. 3 to Schedule TO is filed by West Putnam
Housing Investors II LLC, a Delaware limited liability company (the
"Purchaser"), West Putnam Housing Investors LLC, a Delaware limited liability
company and the sole managing member of Purchaser (the "Managing Member"), and
Richard P. Richman, an individual and the sole managing member of the Managing
Member (collectively, the "Filing Persons"). This Amendment No. 2 to 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"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 26, 2000
(the "Offer to Purchase") and in the related Letter of Transmittal and
Assignment of Partnership Interest (the "Letter of Transmittal"). The Offer to
Purchase has been amended and supplemented by a Supplement to Offer to Purchase
dated July 21, 2000 and a Supplement to Offer to Purchase dated July 28, 2000
(which, together with the Offer to Purchase, as further amended or supplemented
from time to time, and the Letter of Transmittal, constitute the "Offer").
Except as amended and supplemented hereby, the Schedule TO filed by Purchaser on
June 26, 2000, as amended by an Amendment No. 1 to Schedule TO filed by the
Filing Persons on July 21, 2000 and an Amendment No. 2 to Schedule TO filed by
the Filing Persons on July 31, 2000, remains in effect.
ITEM 8.INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of the Schedule TO is hereby amended and supplemented to
add the following:
The Offer expired at 11:59 p.m., New York City time, on August
18, 2000. Pursuant to the Offer, based on a report from the Depositary
for the Offer, the Purchaser accepted for payment approximately
165,000 Units validly tentered and not withdrawn, representing
approximately 16.8% of the outstanding Units.
On August 21, 2000, Purchaser issued a press release announcing
the closing of the Offer. The full text of the August 21, 2000 press
release is attached as Exhibit (a)(1)(K) hereto and incorporated herein
by reference.
ITEM 12. EXHIBITS.
(a) (1) (A) Offer to Purchase dated June 26, 2000.(1)
(a) (1) (B) Letter of Transmittal.(1)
(a) (1) (C) Notice of Guaranteed Delivery.(1)
(a) (1) (D) Cover Letter to Unit Holders dated June 26, 2000.(1)
(a) (1) (E) Supplement to Offer to Purchase dated July 21, 2000.(2)
(a) (1) (F) Notice of Withdrawal.(2)
(a) (1) (G) Press Release dated July 21, 2000.(2)
(a) (1) (H) Supplement to Offer to Purchase dated July 28, 2000.(3)
(a) (1) (I) Notice of Withdrawal.(3)
(a) (1) (J) Press Release dated July 31, 2000.(3)
(a) (1) (K) Press Release dated August 21, 2000.
--------
1 Filed on June 26, 2000 by the Purchaser with the SEC as an exhibit to the
original Schedule TO and incorporated herein by reference.
2 Filed on July 21, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 1 to the original Schedule TO and incorporated herein by
reference.
3 Filed on July 31, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 2 to the original Schedule TO and incorporated herein by
reference.
<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
--------------------------------------
Richard P. Richman, its Managing Member
WEST PUTNAM HOUSING INVESTORS LLC,
By: /s/ Richard P. Richman
--------------------------------------
Richard P. Richman, its Managing Member
RICHARD P. RICHMAN
/s/ Richard P. Richman
------------------------------------------
in his individual capacity
Dated: August 21, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
------------------- --------------------
(a) (1) (A) Offer to Purchase dated June 26, 2000.(4)
(a) (1) (B) Letter of Transmittal.(1)
(a) (1) (C) Notice of Guaranteed Delivery.(1)
(a) (1) (D) Cover Letter to Unit Holders dated June 26, 2000.(1)
(a) (1) (E) Supplement to Offer to Purchase dated July 21, 2000.(5)
(a) (1) (F) Notice of Withdrawal.(2)
(a) (1) (G) Press Release dated July 21, 2000.(2)
(a) (1) (H) Supplement to Offer to Purchase dated July 28, 2000.(6)
(a) (1) (I) Notice of Withdrawal.(3)
(a) (1) (J) Press Release dated July 31, 2000.(3)
(a) (1) (K) Press Release dated August 21, 2000.
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1 Filed on June 26, 2000 by the Purchaser with the SEC as an exhibit to the
original Schedule TO and incorporated herein by reference.
2 Filed on July 21, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 1 to the original Schedule TO and incorporated herein by
reference.
3 Filed on July 31, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 2 to the original Schedule TO and incorporated herein by
reference.
4 Filed on June 26, 2000 by the Purchaser with the SEC as an exhibit to the
original Schedule TO and incorporated herein by reference.
5 Filed on July 21, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 1 to the original Schedule TO and incorporated herein by
reference.
6 Filed on July 31, 2000 by the Filing Persons with the SEC as an exhibit to
Amendment No. 2 to the original Schedule TO and incorporated herein by
reference.
<PAGE>
Exhibit (a)(1)(K)
CONTACT:
Georgeson Shareholder Communications Inc.
(800) 223-2064
WEST PUTNAM HOUSING INVESTORS II LLC CLOSES
TENDER OFFER FOR SECURED INCOME L.P.
Greenwich, Connecticut, August 21, 2000 -- West Putnam Housing Investors II
LLC announced today that its tender offer for units of limited partnership
interest of Secured Income L.P. expired at 11:59 p.m., New York City time, on
August 18, 2000. Based on a report from the Depositary for the offer, West
Putnam II accepted for payment approximately 165,000 Units validly tendered and
not withdrawn representing approximately 16.8% of the
outstanding Units.
