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. 1)
SENIOR INCOME FUND L.P.
(NAME OF SUBJECT COMPANY)
SENIOR INCOME FUND L.P.
(NAME OF PERSON FILING STATEMENT)
Units of Limited Partnership Interests
(TITLE OF CLASS OF SECURITIES)
820930 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
Moshe Braver
SENIOR INCOME FUND INC.
3 World Financial Center, 29th Floor
New York, New York 10285
(212) 526-3237
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING
STATEMENT)
Copies to:
Patrick J. Foye, Esq.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
(212) 735-2274
This Amendment No. 1 amends and supplements the following
Item of the Solicitation/Recommendation Statement on Schedule
14D-9 of Senior Income Fund L.P. filed with the Securities
Exchange Commission on January 6, 1997 (the "Schedule 14D-9").
Unless otherwise indicated, all capitalized terms used but not
defined in this Amendment No. 1 have the meanings set forth in
the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby supplemented by adding the
following:
(a)(2) Form of letter from Senior Income Fund L.P.
to Unitholders, dated January 27, 1997.
(a)(3) Form of Notice of Withdrawal.
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: January 27, 1997
SENIOR INCOME FUND L.P.
By: Senior Income Fund Inc.,
its General Partner
By: /s/ Moshe Braver
Name: Moshe Braver
Title: President
EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(2) Form of letter from Senior Income Fund L.P.
to the Unitholders, dated January 27, 1997.
(a)(3) Form of Notice of Withdrawal.
EXHIBIT (a)(2)
January 27, 1997
Dear Unitholder:
We are writing to you to explain why ARV Assisted Living,
Inc. and its wholly owned subsidiary LAVRA, Inc. (together,
the "Bidders") are still trying to purchase your units of
limited partnership interest ("Units") of Senior Income Fund
L.P. (the "Partnership") for $5.90 per Unit and why it is not
in your best interests to accept their offer.
You will soon, if you have not already, be receiving a
new letter from the Bidders. When you read it, bear in mind
that they are trying to convince you to sell your Units to
them so they can profit from the Partnership's anticipated
sale of all its properties. In this respect, you should
consider the following:
1. BIDDERS FEAR COMPETITIVE PROCESS. The Bidders are fully
aware of the Partnership's efforts now underway to market
all of its properties (see below), and have been invited
to participate in that process, yet they refuse to
competitively bid for the properties with all other
buyers -- probably because they are afraid that a
competitive process would lead to a per Unit purchase
price in excess of their $5.90 per Unit offer. As
discussed below, the Partnership expects to receive
offers for all its assets by February 19, 1997. DON'T
LET THE BIDDERS PRESSURE YOU INTO HELPING THEM ESCAPE THE
COMPETITIVE PROCESS BY TENDERING YOUR UNITS BEFORE THE
PARTNERSHIP HAS RECEIVED THESE OFFERS! For any
Unitholders who may have tendered their Units, we have
enclosed a withdrawal form which may be used before the
expiration of the offer, currently January 31, 1997, to
withdraw any Units that you may have previously tendered.
2. ASSETS FOR SALE. The Partnership has already engaged CB
Commercial Real Estate Group Inc., a recognized real
estate broker with expertise in the congregate care
industry ("CB Group"), which is actively marketing all of
the Partnership's properties for sale. In this regard,
THE PARTNERSHIP HAS ALREADY RECEIVED A WRITTEN OFFER TO
PURCHASE ALL OF THE PARTNERSHIP'S PROPERTIES AT A
PURCHASE PRICE WHICH WOULD RESULT IN A PER UNIT
LIQUIDATING CASH DISTRIBUTION BEING MADE TO ALL
UNITHOLDERS IN EXCESS OF THE BIDDERS' $5.90 PER UNIT
OFFER. In addition, as many as twenty-two unaffiliated
third parties have already shown an interest in the
properties by entering into confidentiality agreements
and, in return, such parties have received comprehensive
information packages describing the properties.
Furthermore, representatives of eight prospective
purchasers have already toured the Partnership's
properties. CB Group has required that all offers be
received by the Partnership by February 19, 1997 --
approximately three weeks from today -- and the
Partnership anticipates closing such sale before June 30,
1997 or earlier, if possible.
3. OBTAINING HIGHEST PRICE. As previously disclosed, the
Partnership believes its marketing efforts should
facilitate the Partnership's goal of obtaining the
highest price for all its properties, thereby maximizing
the value of your Units. We expect that the net proceeds
from such sale, together with the Partnership's remaining
cash, would result in liquidating cash distributions
being made to all Unitholders in excess of the Bidders'
$5.90 per Unit offer. CB Group's marketing efforts to
date have reinforced this belief. As we have previously
stated, there can be no assurance as to the price of any
actual sale of the Partnership's properties or that any
transaction will be consummated.
4. THE GENERAL PARTNER WORKS FOR YOU. Contrary to the
Bidders' assertions, the General Partner has always acted
in your best interests regarding both the Partnership's
properties and your Units. Your continued trust in the
General Partner has resulted in an extraordinary increase
in the amount offered for your Units since the initial
offer made in October 1996. See for yourself --
Date Description Offer Price
---- ----------- -----------
October 1996 Equity Resource's $1.50 per Unit
Tender Offer
October 1996 ARV's Offer to General $4.25 per Unit
Partner
November 1996 ARV's First Tender $5.00 per Unit
Offer
December 1996 ARV's Amended Tender $5.90 per Unit
- present Offer
5. BIDDERS' CONFLICT. By purchasing your Units for $5.90
per Unit, the Bidders expect to make a profit for
themselves to the extent that the ultimate net sale
proceeds per Unit from a sale of the Partnership's
properties results in special cash distributions to all
Unitholders in excess of the Bidders' $5.90 per Unit
offer, an event which, as discussed above, the
Partnership anticipates will occur.
THE PARTNERSHIP RECOMMENDS THAT YOU REJECT THE BIDDERS'
OFFER AND NOT TENDER YOUR UNITS. Holders of approximately
91.4% of the outstanding Units agreed that $5.90 per Unit was
not enough for them to sell their Units by rejecting the
Bidders' first offer. Furthermore, the Partnership
understands that those few Unitholders who sold their Units to
the Bidders' in their first offer were not paid by the Bidders
for more than one month after their offer expired.
Although the Bidders' current offer provides Unitholders
who desire immediate liquidity the opportunity to receive cash
for their Units currently and avoid the inherent business,
real estate, timing and other general economic risks
associated with the Partnership's marketing of its properties
followed by a subsequent distribution of the sale proceeds to
Unitholders, the sale of the Partnership's properties, which
is currently being undertaken, is expected to result in cash
distributions being made to all Unitholders in excess of the
Bidders' $5.90 per Unit offer. AGAIN, THE PARTNERSHIP
RECOMMENDS THAT YOU REJECT THE OFFER AND NOT TENDER YOUR
UNITS.
For any Unitholders who may have tendered their Units in
the Bidders' current offer, we have enclosed a withdrawal form
which may be used before the expiration of the offer,
currently January 31, 1997, to withdraw any Units that you may
have previously tendered. If you have any questions
concerning this letter or the withdrawal form, please contact
D.F. King & Co., Inc., which we have engaged to assist in
responding to your inquiries, toll free at (800) 758-5378.
Very truly yours,
Moshe Braver
President
Senior Income Fund Inc.
General Partner
EXHIBIT (a)(3)
NOTICE OF WITHDRAWAL
of
Previously Tendered Units of Limited Partnership Interests of
SENIOR INCOME FUND L.P.
A Delaware Limited Partnership (the "Partnership")
to
LAVRA, INC.
ARV ASSISTED LIVING, INC.
(together, the "Bidders")
Pursuant to the Offer to Purchase Dated December 23, 1996, as
Amended (the "ARV Offer")
INSTRUCTIONS FOR WITHDRAWAL
A written or facsimile transmission of a Notice of Withdrawal may be
submitted at any time prior to the Expiration of the ARV Offer
(including any extensions thereof). If by regular mail, send to the
Depositary, IBJ Schroder Bank & Trust Company; P.O. Box 84, Bowling
Green Station; New York, NY 10274-0084; Attention: Reorganization
Operations Department. Overnight deliveries or deliveries made by
hand should be sent to IBJ Schroder Bank & Trust Company; One State
Street; New York, NY 10004; Attention: Securities Processing Window,
Subcellar One. Facsimile (212) 858-2611. Confirm Receipt: (212)
858-2103 (collect).
To: IBJ Schroder Bank & Trust Company, Depositary
Ladies/Gentlemen:
The undersigned's Units of Limited Partnership Interests
("Units") of the Partnership previously tendered to the
Bidders pursuant to the ARV Offer are hereby withdrawn.
Please return to the undersigned promptly the tendered Unit
certificates and all rights with respect thereto.
SIGNATURE(S) OF UNITHOLDERS
UNITHOLDER SIGNATURE BOX FIDUCIARY INFORMATION BOX
(All Unitholders Must Sign) (Signature Box must also be
completed)
Please provide the following Complete this box only if
information and sign in the same signing as a trustee, executor,
manner in which the Bidders' Letter administrator, guardian,
of Transmittal was signed. attorney-in-fact, officer of a
For joint owners, each joint owner corporation or other person
must sign. acting in a fiduciary or
representative capacity, please
provide the following
information AND SIGN THE
SIGNATURE BOX.
--------------------------------- Name(s) and Capacity: ------------
(Print Name(s))
----------------------
---------------------------------
(Social Security or Tax I.D. Address: ----------------------
Number(s))
X
---------------------------------
(Signature of Owner) (Date) City, State, Zip: ---------------
X
---------------------------------
(Signature of Co-Owner) (Date)
