SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 3
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
(Name of Subject Company)
JDF AND ASSOCIATES, LLC
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
SPECIFIED INCOME FUND, L.P.
MACKENZIE PATTERSON SPECIAL FUND, L.P.
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP;
STEVEN GOLD; MORAGA GOLD, LLC; AND
C.E. PATTERSON
J. DAVID FRANTZ
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
CUSIP NO. None 14D-1 Page __ of ___ Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
J. DAVID FRANTZ
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e)or2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. None 14D-1 Page __ of ___ Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
C.E. PATTERSON
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e)or2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 903
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 3.9%
10. Type of Reporting Person (See Instructions)
IN
<PAGE>
This Schedule is hereby amended as follows:
Item 1. Security and Subject Company
By Press Release dated August 25, 1997, the Expiration Date of the Offer
was extended to September 30, 1997, or such later date to which the Purchasers
may further extend the Offer.
The Purchasers have eliminated the deduction of a $15 transfer fee for each
transaction. The purchase price will not be reduced by any transfer fee and the
Purchasers will bear any and all transfer costs.
Item 13 in the Offer to Purchase is hereby amended so that its first
paragraph reads in full as follows.
Notwithstanding any other term of the Offer, the Purchasers shall not be
required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained
on or before the Expiration Date.
Item 11. Material to be Filed as Exhibits.
(a)(5) Form of Letter to Unitholders dated August 27, 1997
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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.
Dated: August 27, 1997
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, General Manager
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaan Tacheira
Victoriaann Tacheira, Senior Vice President
SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MACKENZIE FUND VI, a California Limited Partnership
By MacKenzie L.P., a California Limited Partnership, General Partner
By MacKenzie Securities Partners, Inc., General Partner
By: /s/Victoriaann Tacheira
Victoriaann Tacheira, Vice President
2
<PAGE>
/s/ Steven Gold
STEVEN GOLD
MORAGA GOLD, LLC
By Moraga Partners, Inc., Managing Member
By: /s/ C. E. Patterson
C.E. Patterson, President
/s/ C. E. Patterson
C.E. PATTERSON
/s/ J. David Frantz
J. DAVID FRANTZ
3
<PAGE>
EXHIBIT INDEX
Description Page
(a)(5) Form of Letter to Unitholders dated August 27, 1997
<PAGE>
EXHIBIT (a) (5)
<PAGE>
Dear Fellow Limited Partner:
In reference to a letter dated July 18, 1997 in which affiliates of MacKenzie
Patterson, Inc. ("MPI") made an offer to purchase your interest in Medical
Income Properties 2B Limited Partnership, it should be noted that the term of
the offer has been extended through September 30th, 1997.
In addition to extending the term of the offer, the purchasers have
eliminated the deduction of a $15 transfer fee charged by the Partnership. The
purchasers will pay a net purchase price of a full $28 per Unit, and the
purchasers will bear the full cost of any transfer fees. As of August 22, 1997,
282 units have been tendered. We believe that many other unit holders may not
have tendered their units because the offer or their status as unit holders
confuses them. In order to help resolve questions you may have concerning the
offer, we have prepared responses to some questions that have been asked by Unit
holders, and these questions and answers are set forth below.
In addition to these matters and the information in the original Offer,
Unit holders should consider the risks that were outlined in the original offer.
Footnote 1.
- Unitholders who tender their Units will give up the opportunity to
participate in any future distributions by the Partnership, and the purchase
price per Unit payable to a tendering Unitholder by the Purchasers is less than
the total cash which the General Partner has estimated will be distributed to
the Unitholder with respect to the Unit through July 2000, the scheduled final
distribution date.
- The Purchasers are making the Offer for investment purposes and with
the intention of making a profit from the ownership of the Units. In
establishing the purchase price of $28 per Unit, the Purchasers was motivated to
establish the lowest price which might be acceptable to Unitholders consistent
with the Purchasers' objectives.
- As a result of consummation of the Offer, the Purchasers may be in a
position to influence any Partnership decisions on which Unitholders may vote.
The Purchasers will vote the Units acquired in the Offer in their own interest,
which may be different from or in conflict with the interests of the remaining
Unitholders. End Footnote.
COMMONLY ASKED QUESTIONS FROM LIMITED PARTNERS:
Q: Why am I receiving this offer? I recently received a check from the
partnership and have already sent back my ownership certificate. I do not own
the units any more, do I?
A: Yes!! You still own your units and you can still receive substantial benefits
by
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selling to MacKenzie Patterson Inc. We estimate the value to the average taxable
investor to be between $42.94 and $59.51 per unit! (including the $28 cash price
plus the average tax savings per unit - see the enclosed Cates Moore & Regalia
tax summary)
As you are aware, the partnership completed the sale of substantially all
of its assets and is in the process of collecting its remaining receivables and
settling outstanding liabilities in order to wind up and terminate its affairs.
Although limited partners were asked to send back their certificates, the
payment that was recently made was merely a distribution of a portion of the
proceeds from the sale of the partnership assets and was not in exchange for the
units themselves. There was no change in unit ownership and limited partners
still have the same ownership position in the partnership as they did before the
certificates were sent in and the payment was made.
Q: I want to stay with the current management. They've done a good job.
A: We agree! We think Qualicorp has done well by its investors, and we don't
propose changing management. Selling your units to MPI will not change the
management.
Q: How much cash will I receive if I choose to accept the offer and when will I
receive my money?
A: You will receive $28 per unit less a one-time transfer fee of $15.00. We will
make payment within 5 business days of the close of our offer. Any tax benefits
will be reflected in a reduction of your 1997 tax bill.
Q: Why am I receiving only $28 per unit when I paid $1,000?
A: According to the General Partner, original investors have already received
total distributions from the Partnership of approximately $1,182. Our offering
price is based on the estimated distribution by the partnership that may be paid
prior to July, 2000. In addition to the $28 cash payment, our offer includes an
opportunity to enjoy tax savings in the form of a capital loss for 1997 tax
purposes.
Q: Are there any other benefits to accepting the offer?
A: In addition to the monetary benefits of the cash and potential tax savings,
limited partners who sell their units will terminate their investment and will
not have to deal with filing tax information regarding the partnership for years
after 1997. This could result in significant savings in tax preparation expenses
for most partners.
Q: What happens if I choose not to accept the offer?
mp/mip2b.2
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A: Limited Partners who decline our offer will maintain their interest in the
partnership. This means that they will remain subject to the risk associated
with waiting for the partnership to make its final payout if and when that
occurs.
Q: Who are the Purchasers and what are they going to do with the units?
A: The purchasers are investment partnerships managed by or related to MacKenzie
Patterson, Inc. and its affiliates. The purchasers and MPI are in no way
associated with the partnership. The purchasers are groups of independent
investors that purchase units solely for long-term investment purposes with the
intent of holding these units until the final liquidation payment is made.
Q: What is a Medallion Signature Guarantee and what do I do with the Letter of
Transmittal?
A: A Medallion Guarantee is similar to a Notarization. It provides the buyer and
transfer agent protection against forged or improperly executed transfer
documents. Obtaining the Medallion Guarantee is necessary for all sellers. It is
a standard signature guarantee procedure and is available through most banks or
securities brokerages.
For virtually all unit holders, the Letter of Transmittal is very
easily completed. All that is required is completion of the Signature Box and
obtaining of the Medallion Signature Guarantee. The remaining boxes should be
reviewed, but are, in general, not applicable.
Please consider your continued ownership of Medical Income Properties 2B
carefully. If you agree that you are better off selling to us, please fill out
and return to MPI the Letter of Transmittal no later than September 30th, 1997.
The offer is for $28.00 per unit. In order to figure out how much you will
receive all you need to do is multiply the number of units you own times $28 and
subtract $15.00 from the total for the transfer fee. If you are unsure of the
number of units that you own, you can figure it out based on the amount of your
original investment. Simply divide the total amount you invested in these units
by $1,000 (the original unit price) and the result will be the number of units
you own. You can also call us and we can look it up. Or, if you know that you
want to accept the offer, you can simply write "All" in the space that asks for
the number of units that you are tendering. This will indicate your intention to
sell all units that you own. We will make payment within 5 business days of the
close of our offer.
Our offering price is based on the total amount that the partnership has
indicated it will distribute in the future. This amount may be up to $83 per
unit prior to July, 2000. The amount would be reduced by partnership
administration expenses in excess of projected expenses plus any payments to the
purchasers of the properties under indemnities given by the partnership. We
believe that it is fair to discount this value in order to account for the
mp/mip2b.2
<PAGE>
timing of the payments and to allow for the risks associated with continued
ownership. There is no guarantee that the forecasted distribution will, in fact,
be made.
In addition to the actual cash payment, it is very important to note that a tax
savings may be available to limited partners who tender their units. The savings
are based on the estimated average existing capital account balance, which is
$115.21, minus $28 which leaves $87.21. This is the amount that an average
limited partner could claim as a capital loss for 1997 tax purposes if he
disposes of his entire interest this year at the price offered by the
purchasers. The actual value of this loss will depend on each holder's own tax
position and is calculated by multiplying your tax rate times $87.21. The result
is the available potential tax savings per unit. This amount, combined with the
$28 less the per unit transfer fee, should be viewed as the total value of the
offer to selling partners. Please see the attached explanation that was prepared
by the independent accounting firm of Cates Moore & Regalia.
Limited Partners who decline our offer will maintain their interest in the
partnership. This means that they will remain subject to the risk associated
with waiting for the partnership to make its payout. Keep in mind that the
figures given as future payments are only estimates based on the amount
estimated by the general partner to be available and that the amount may be
lower. Holding units also means that limited partners will be responsible for
Schedule K-1 tax filings through the year 2000. Finally, continuing holders pass
up the chance to, in a timely manner, receive cash that can be used for new
investments or any other way.
We hope that this letter helps to clarify our offer and apologize for any
confusion that may have been caused. We strongly encourage you to consider the
offer and its benefits and discuss it with your own personal tax advisor. A copy
of a letter summarizing the offer has been included as well as another Letter of
Transmittal. Please call us at (800) 854-8357 ext. 206 if you have any other
questions.
Respectfully submitted,
C.E. Patterson
President of MacKenzie Patterson, Inc.
General Partner or Managing Member of the Purchasers
mp/mip2b.2
<PAGE>
