SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
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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
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This Amendment No. 1 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, 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 (the "Offer
Price") of $15.75 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 (the "Offer to Purchase").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented to add the following
after the last paragraph under the heading "Partnership Business and Prospects;
Partnership Distribution."
Liquidation of the Partnership
The Partnership continues to have as its ultimate objective the sale or
liquidation of its interests in the Columbia and Carrollton Partnerships in
which the Partnership is invested, the distribution of the proceeds of sale or
liquidation to the Unit Holders, and the liquidation of the Partnership. As
disclosed in Section 9 of the Offer to Purchase, "Certain Information Concerning
the Partnership," management of the Partnership did not believe that a sale or
liquidation of the Partnership's interest in the Columbia Partnership was
economically practical until the Westmont property owned by the Columbia
Partnership had been refinanced, because of the covenants and conditions imposed
by the prior mortgage on the property. Also, because of the small size of the
Fieldpointe property owned by the Carrolton Partnership, management did not
believe that it was sensible to liquidate the Partnership's interest in
Fieldpointe independently of the liquidation of the interest in Westmont. The
refinancing of the Westmont property has now been accomplished, and the
Partnership intends to distribute a portion of the proceeds of the refinancing
to the Unit Holders, as discussed under "Partnership Business and Prospects;
Partnership Distribution" in this Item 4.
As noted under "Partnership Business and Prospects; Partnership
Distribution" in this Item 4, management of the Partnership intends to explore a
process to market the Westmont in the near future, but even if an acceptable
offer to purchase this property were received, there is a reasonable likelihood
that the actual closing of the sale and liquidation of the Partnership would not
occur for at least fifteen months. Factors that could affect the timing in which
the General Partners would seek to liquidate the Partnership's investment in one
or both of operating partnerships include cash flow and other aspects of the
financial condition of such operating partnerships, the ability to refinance or
otherwise modify the terms of the existing mortgage financing for the properties
that such operating partnerships own, tax considerations, and general conditions
in the real estate and capital markets. The General Partners' receipt of
management fees payable by the Partnership would not be a factor in the timing
of any liquidation of the Partnership's investments. The Partnership can provide
no assurance that its management will undertake an exploratory process to sell
any property in which it is indirectly invested, that any such property will be
sold, or that the Partnership will be liquidated during any particular time
frame.
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Management of the Partnership does not believe that the Offer will
impede or interfere with a process of seeking the sale or liquidation of the
Partnership's interests in the Columbia and Carrollton Partnerships and the
subsequent liquidation of the Partnership. Unit Holders should be aware,
however, that the Purchaser is making the Offer because it believes that over
the long term the Units may be worth more than the offer price and that the long
term value of the Units may be greater than the value that the Partnership would
realize if it liquidated at the present time. Management of the Partnership
believes that it is not possible to liquidate at the current time because of the
time required to liquidate the Partnership's interests in the Columbia and
Carrollton Partnerships. In particular, because of the recent refinancing of the
Westmont property, the Partnership is currently constrained from disposing of
the Westmont property. Thus, although the Partnership intends to preliminarily
explore possibilities for disposing of the Westmont property, the Partnership
does not believe that the Westmont property can currently be disposed of as part
of a plan to liquidate the Partnership.
If the Partnership were to liquidate currently, the Purchaser would not
have the opportunity to purchase Units at what it considers an attractive price
and potentially to realize a profit on its purchase at a later time. A conflict
may therefore exist between the economic interest of the Affiliated General
Partners, as affiliates of the Purchaser, in the success of the Offer and the
interest which Unit Holders may have in pursuing a liquidation of the
Partnership as soon as practicable at a price per Unit in excess of the Offer
Price.
The Partnership's Limited Partnership Agreement allows Unit Holders to
vote to dissolve the Partnership without the consent of its General Partners.
Although the General Partners intend to pursue the liquidation of the
Partnership as noted above, the Purchaser, if successful in obtaining a majority
of outstanding Units in the Offer, could prevent other Unit Holders from
dissolving the Partnership if the General Partners and the Purchaser opposed
such action at any given time.
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 21, 2000
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation
General Partner
By: /s/ Richard P. Richman
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Name: Richard P. Richman
Title: President
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