SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
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Brown-Benchmark Properties Limited Partnership
(Name of Subject Company)
Brown-Benchmark Properties Limited Partnership
(Name of Person(s) Filing Statement)
Assignee Units of Limited Partnership Interest
(Title of Class of Securities)
None
(Cusip Number of Class of Securities)
John M. Prugh with a copy to:
Brown Benchmark AGP, Inc. John B. Watkins, Esq.
c/o Alex Brown Realty, Inc. Wilmer, Cutler & Pickering
225 East Redwood Street 100 Light Street, Suite 1300
Baltimore, Maryland 21202 Baltimore, Maryland 21202
(410) 727-4083 (410) 986-2800
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Solicitation/ Recommendation Statement on Schedule 14D-9 originally filed by
Brown-Benchmark Properties Limited Partnership (the Partnership) on May 17,
2000, relating to the tender offer by certain entities (collectively, the
offeror) controlled by MacKenzie Patterson, Inc. (MPI) to purchase for cash up
to 125,000 units at a purchase price of $12 per unit upon the terms and subject
to the conditions set forth in a Tender Offer Statement on Schedule TO (as
amended and supplemented from time to time, the Schedule TO), which was filed
with the SEC on May 5, 2000. Except as otherwise indicated, the information set
forth in the original Schedule 14D-9 remains unchanged.
Item 2. Identity and Background of Filing Person
Item 2 is amended and supplemented to add the following:
The offeror has extended the expiration date for the tender
offer to July 3, 2000 and has increased the purchase price that it is offering
to $15 per unit.
Item 4. The Solicitation or Recommendation
Item 4 is amended and supplemented to add the following:
The general partners of the Partnership believe that the
amended tender offer, at a purchase price of $15 per unit, is below the
liquidation value of each unit. However, the liquidation value of the units does
not address the illiquidity inherent in an investment in the Partnership. The
general partners and their affiliates do not intend to tender and sell their
interests in the Partnership. However, the general partners make no
recommendation to unitholders as to whether to accept or reject the amended
tender offer. Rather, the general partners are expressing no opinion and are
remaining neutral toward the amended tender offer.
Item 9. Exhibits
Item 9 is amended and supplemented to add the following:
Exhibit No. Description
(a)(5) Supplemental Letter to unitholders from Robert L.
Huether, Asset Manager of Alex. Brown Realty, Inc.,
dated June 14, 2000
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Signatures. 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.
BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP
By: Brown-Benchmark AGP, Inc.,
its Administrative General Partner
By: /s/ John M. Prugh
Name: John M. Prugh
Title: President
Date: June 14, 2000
By: Benchmark Equities Inc.,
its Development General Partner
By: /s/ Daniel P. Reidel
Name: Daniel P. Reidel
Title: President
Date: June 14, 2000
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Exhibit (a)(5)
Supplemental Letter to unitholders from Robert L. Huether,
Asset Manager of Alex. Brown Realty, Inc., dated June 14, 2000
June 14, 2000
Dear Investor:
By letter dated May 17, 2000, Brown Benchmark Properties Limited
Partnership advised you of the tender offer from certain entities controlled by
MacKenzie Patterson, Inc. (the offeror) to purchase for cash up to 125,000 units
of limited partnership interests in the partnership at a purchase price of $12
per unit, as further described in a Tender Offer Statement on Schedule TO, filed
with the SEC on May 5, 2000. We stated that, by applying our valuation
methodology, each partnership unit was worth approximately $18 as of December
31, 1999, the date of the most recent valuation.
The offeror has now extended the expiration date for the tender offer
to July 3, 2000 and increased the purchase price that it is offering to $15 per
unit.
We continue to believe that the amended tender offer, at a purchase of
$15 per unit, is below the liquidation value of each unit, assuming the
properties are sold at fair market value and the sales proceeds are distributed
pursuant to the partnership agreement. However, our valuation methodology does
not take into consideration the illiquidity of partnership interests. The
administrative general partner and development general partner do not intend to
accept the amended tender offer. However, we are not making a recommendation to
you with respect to the amended tender offer. Rather, we are expressing no
opinion and are remaining neutral toward the amended tender offer.
Enclosed herewith is a copy of our Amendment No. 1 to Schedule 14D-9,
Solicitation/ Recommendation Statement, filed with the SEC on June 14, 2000. We
also refer you to the original Schedule 14D-9, filed with the SEC on May 17,
2000, which contains a more detailed explanation of our recommendation with
respect to the tender offer and other important information related to the
tender offer. We urge you to read both documents carefully.
Should you have any questions, please contact the undersigned.
Sincerely,
Robert L. Huether
Asset Manager
Enclosure
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