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. with the
Securities and Exchange Commission on June 26, 2000, as amended an supplemented
by an Amendment No. 1 to Schedule 14D-9 filed on July 21, 2000, in relation to
an offer (the "Offer") by West Putnam Housing Investors II, LLC (the
"Purchaser"), to purchase up to 451,235 of the outstanding Units, at a purchase
price of $20.00 per Unit, net to the seller in cash, subject to reduction as
provided therein, without interest, upon the terms and subject to the conditions
set forth in an Offer to Purchase dated June 26, 2000, as amended by a first
Supplement to Offer to Purchase dated July 21, 2000 and a second Supplement to
Offer to Purchase dated July 28, 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 the Purchaser, the Purchaser has increased the purchase price of the
Offer from $17.00 to $20.00 per Unit. This purchase price is currently higher
than the price offered in the other outstanding tender offer, which is being
conducted by affiliates of MacKenzie Patterson, Inc. For the reasons set forth
in the Partnership's original Schedule 14D-9 with respect to the 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 Offer is required. The 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.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to read in its entirety as follows:
Except in respect of the Offer, no transactions in the Units have
been effected during the past 60 days by the Partnership or any of the General
Partners 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 or the Partnership.
<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
