<PAGE>
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
ChrisKen Partners Cash Income Fund L.P.
(Name of Subject Company)
ChrisKen Partners Cash Income Fund L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
John F. Kennedy, President
ChrisKen Income Properties, Inc.
345 North Canal Street
Chicago, Illinois 60606
(312) 454-1626
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of the
person(s) filing statement)
With a copy to:
Gregory J. Casagrande, Esq.
Sachnoff & Weaver, Ltd.
30 South Wacker Drive, Suite 2900
Chicago, Illinois 60606
(312) 207-6466
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is ChrisKen Partners Cash Income Fund L.P., a
Delaware limited partnership (the "Partnership"). ChrisKen Income Properties,
Inc., an Illinois corporation, and ChrisKen Limited Partnership I, an Illinois
limited partnership, are the general partners of the Partnership (the "General
Partners"). The principal executive offices of the Partnership and the General
Partners are located at 345 North Canal Street, Chicago, Illinois 60606. The
title of the class of equity securities to which this statement relates is units
of limited partnership interest of the Partnership ("Units").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer by MP Value Fund 4, LLC, Moraga Fund 1,
L.P., MP Income Fund 16, LLC, Accelerated High Yield Institutional Investors,
Ltd., Accelerated High Yield Institutional Fund, Ltd., Accelerated High Yield
Pension Investors, Ltd., Moraga-Dewaay Fund, LLC, MP Falcon Fund, LLC, Moraga
Gold, LLC and Previously Owned Mortgage Partnerships Income 3, L.P.
(collectively, the "Bidders") disclosed in a Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1"), dated March 31, 2000, to purchase up to 5,542
Units at a purchase price equal to $285.00 per Unit, less the amount of any
distributions declared or made with respect to the Units between March 31, 2000,
and May 5, 2000, or such other date to which the Offer (as hereinafter defined)
may be extended, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 31, 2000, and the related Letter of Transmittal
(the "Offer to Purchase").
Based on the information in the Schedule 14D-1, the business address of the
person authorized to receive notices and communications on behalf of the Bidders
is C.E. Patterson, MacKenzie Patterson, Inc., 1640 School Street, Moraga,
California 94556.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and address of the Partnership, which is the person filing this
Statement, is set forth in Item 1 above.
(b) There is no material contract, agreement, arrangement or understanding or
any material actual or potential conflict of interest between: (i) the
Partnership and the General Partners; (ii) the Partnership and the Bidders; or
(iii) the General Partners and the Bidders. The General Partners are entitled to
receive distributions of the Partnership's operating cash flow and net sale or
refinancing proceeds, which amounts are subordinated to certain preferential
returns due the limited partners of the Partnership (the "Limited Partners"), as
described in the Partnership's Amended and Restated Limited Partnership
Agreement, as amended to date (the "Partnership Agreement"). ChrisKen Real
Estate Management Company, Inc. ("Cremco"), an affiliate of the General
Partners, is compensated for providing property management services to the
Partnership. The Partnership paid Cremco approximately $155,720.00 for the year
ended December 31, 1999, for such services, pursuant to the terms of the
Partnership Agreement. In 1999, the Partnership also reimbursed Cremco for
payroll expenses for personnel directly related to the Partnership's operations
totaling $273,865.00. In addition, should the General Partners or their
affiliates provide services to the Partnership in connection with the sale of
any of the Partnership's real properties, they will be entitled to a fee for
such services; however, any such fee will be subordinated to certain
preferential distributions due to the Limited Partners, as set forth in the
Partnership Agreement.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the General Partners. The Partnership is not expressing an
opinion and is remaining neutral towards the Offer to Purchase.
(b) Background; Reasons for Recommendation. At this time, the General Partners
do not believe that they have sufficient information with which to accurately
estimate the liquidation value of the Partnership's assets or to evaluate the
fairness of the Bidders' offer to Limited Partners. The Partnership has noted
that in the Offer to Purchase, the Bidders have calculated the liquidation value
of the Partnership's assets to be approximately $470.00 per Unit, or
approximately 65% more than they are offering to pay Limited Partners for their
Units. The net book value of the Partnership's assets as of December 31, 1999,
is approximately $319.26, or approximately 12% more than the Bidders are
offering to pay per Unit. Additionally, the Offer to Purchase states that Units
were sold in the 1999 calendar year for prices as high as $322.00 per Unit.
<PAGE>
As a means to best realize the underlying value of the Partnership's assets, it
is considering the possible sale of the Springdale Apartments, an apartment
community in Waukesha, Wisconsin owned by the Partnership's subsidiary,
Springdale Associates Limited Partnership. However, no definitive agreement to
sell the Springdale Apartments has been reached with any purchaser yet. If and
when the Partnership does reach such an agreement with a purchaser, the
Partnership will solicit proxies from the Limited Partners seeking the Limited
Partners' vote to allow the Partnership to sell the Springdale Apartments to the
purchaser and distribute the net proceeds to the Limited Partners. If the
Partnership were to sell the Springdale Apartments and distribute the net
proceeds to the Limited Partners, the Partnership would still own a 99.9%
interest in Gold Coast Storage, a self-storage facility in Chicago, Illinois
owned by another of the Partnership's subsidiaries, Chicago I Self-Storage
Limited Partnership. The General Partners believe that, due to the changing
character of the neighborhood in which Gold Coast Storage is located, a sale at
present of that property would not be in the best interests of the Partnership
and its Limited Partners.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
None.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) None.
(b) Not applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) The Partnership has not engaged in any negotiation in response to the Offer
to Purchase which relates to or would result in: (i) an extraordinary
transaction, such as a merger or reorganization, involving the Partnership; (ii)
a purchase, sale or transfer of a material amount of assets by the Partnership;
or (iii) any material change in the present capitalization or dividend policy of
the Partnership.
As described in Item 4, prior to receiving the Bidders' Offer to Purchase, the
Partnership has been considering possible sale of the Springdale apartment
community but has not come to a definitive agreement for sale with any
prospective purchaser.
(b) There are no transactions, resolutions, agreements in principle or signed
contracts in response to the Offer to Purchase that relate to or would result in
one or more of the events referred to in Item 7(a).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
None.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners.
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.
April 7, 2000 ChrisKen Partners Cash Income Fund L.P.
By: ChrisKen Income Properties, Inc.,
Managing General Partner
By: /s/ John F. Kennedy
---------------------------------
John F. Kennedy,
President
<PAGE>
Exhibit (a)(1)
April 7, 2000
Dear Limited Partner, ChrisKen Partners Cash Income Fund, L.P.:
The General Partners are pleased to submit the Annual Report for
ChrisKen Partners Cash Income Fund, L.P., which summarizes the activities of the
Partnership for the year ended December 31, 1999.
In addition, on March 31, 2000, the General Partners received an
unsolicited tender offer to purchase up to 5,542, or approximately 15%, of the
outstanding Limited Partnership Units of the Partnership for $285.00 per Unit.
The Schedule 14D-1 received by the General Partners indicates that the bidders
and their affiliates currently own a nominal economic interest in the
Partnership.
At this time, the General Partners have not made a decision as to the
particular merits or risks to you, as a Limited Partner, associated with the
tender offer.
Please be advised, however, that the General Partners are exploring
liquidation alternatives for the Partnership. The Partnership is considering the
possible sale of one of the Partnership's real-property assets, the Springdale
Apartments, as a means to best realize the underlying value of those assets.
However, no definitive agreement to sell the Springdale Apartments has been
reached with any purchaser yet. If and when the Partnership does reach such an
agreement with a purchaser, the Partnership will solicit proxies from the
Limited Partners seeking the Limited Partners' vote to allow the Partnership to
sell the Springdale Apartments to the purchaser and distribute the net proceeds
to the Limited Partners. If the Partnership were to sell the Springdale
Apartments and distribute the net proceeds to the Limited Partners, the
Partnership would still own a 99.9% interest in its other real-property asset,
Gold Coast Storage.
You will have to make the determination as to whether to wait for the
Partnership to consummate a sale of the Springdale Apartments, or sell your
interest now at the tender offer price. We do recommend, however, that if you
choose to sell your interest prior to liquidation, you consider other options
for sale, including the informal secondary market for the Units. If you would
like further details regarding the informal secondary market, please consult
with your broker or registered representative. Nonetheless, if you are primarily
interested in liquidating your Units immediately, the tender offer gives you
this opportunity. Additionally, there can be no assurance that a better offer
for the purchase of your Units may be available now or in the future. Please be
advised that by accepting this or any other potential tender offer, you will no
longer have ownership interest in the Partnership's assets; thus, you will not
share in any potential change in their value. If you choose to pursue the tender
offer, payment will come directly from the outside group of bidders.
As always, please do not hesitate to contact us if you have any
questions regarding your investment.
Sincerely,
/s/ John F. Kennedy
- ---------------------------------
John F. Kennedy,
President
ChrisKen Income Properties, Inc.,
Managing General Partner
