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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
MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
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(Name of Subject Company)
MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
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(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
JOHN H. STODDARD, SUITE 850, 7000 CENTRAL PKWY,
ATLANTA, GEORGIA 30328, (770) 668-1080
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the
Person Filing Statement)
COPIES TO:
DENNIS J. STOCKWELL
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET, SUITE 2800
ATLANTA, GA 30309-4530
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This statement relates to limited partnership units (each individually
"Unit" and collectively "Units") of Medical Income Properties 2B Limited
Partnership, a Delaware limited partnership (the "Partnership"), which has its
principal executive offices at 7000 Central Parkway, Suite 850, Atlanta, Georgia
30328.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to the tender offer of 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 and Moraga Gold, LLC (the "Bidders") to purchase up to
10,907 Units for cash at a price equal to $28.00 per Unit, less up to $15.00 of
the transfer fee charged per transaction and less the amount of any
distributions made or declared with respect to the Units between July 25, 1997,
and September 1, 1997, or such later date to which the Bidders may extend the
offer, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 25, 1997, and the related Letter of Transmittal (together,
the "Offer"). The Offer is being made pursuant to a tender offer statement on
Schedule 14D-1 filed on July 25, 1997, as amended on July 29, 1997.
The address of the principal executive offices of the Bidders is c/o
MacKenzie Patterson, Inc., 1640 School Street, Suite 100, Moraga, California
94556.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) Qualicorp Management, Inc. is the general partner of the Partnership
(the "General Partner"), and Qualicorp, Inc. is the parent corporation of the
General Partner. The General Partner and QualiCorp, Inc. are currently parties
to an employment agreement with their president. Their president is one of the
directors of the General Partner and of QualiCorp, Inc. The president's
Employment Agreement extends to May 1, 1998, although the president has
indicated that he will relinquish his employment rights under the Employment
Agreement prior to its expiration without additional cost to the Partnership.
The General Partner anticipates that the president will continue to work for the
Partnership as a consultant through and including the survival period
contemplated in the agreement pursuant to which the Partnership sold
substantially all of its assets. The General Partner is reimbursed by the
Partnership for costs and expenses incurred on behalf of the Partnership, but it
does not receive a management fee.
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ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The Managing General Partner, on behalf of the Partnership, has determined
the Partnership will remain neutral as to whether or not Limited Partners should
tender their Units pursuant to the Offer and, therefore, the Partnership is not
making a recommendation to the Limited Partners regarding the Offer.
On March 31, 1997, the Partnership completed the sale of substantially all
of the assets of the Partnership to Omega Healthcare Investors, Inc., a Maryland
corporation ("Omega") and OHI (Illinois), Inc., an Illinois corporation,
pursuant to an agreement between the Partnership and Omega approved by the
Limited Partners on March 28, 1997. Since the sale of the assets has been
completed, the Partnership has been engaged in the process of collecting its
remaining receivables and settling outstanding liabilities as it prepares to
complete the winding up, liquidation and termination of the Partnership, a
process anticipated to take up to 40 months as explained in the Consent
Solicitation materials dated March 12, 1997. The General Partner, on behalf of
the Partnership, has made estimates of cash flows and reserves deemed necessary
to cover potential obligations of the Partnership through liquidation.
On July 11, 1997 the Partnership made a distribution to the Limited
Partners of $153.00, which included the amount originally scheduled for
distribution in 1998. The Partnership informed the Limited Partners at that
time that the Partnership intended to reevaluate its cash requirements and need
for reserves at the time of the originally scheduled March 1998 payment to
assess whether a further payment will be made at that time, and the Partnership
intends otherwise to liquidate in accordance with the planned schedule. The
schedule includes an anticipated payment of $43.00 during July 2000, but the
amounts of any distributions are only estimates and subject to change, and the
estimated amount of the last payment in liquidation particularly will be
affected by the actual needs of the Partnership in liquidation as they become
fixed.
The General Partner can give no assurance that the projected payments will
occur as scheduled or be in the amounts estimated at this time. So long as the
Partnership is not terminated, the Limited Partners will remain subject to
allocations of gains and losses of the Partnership and to the administrative
requirements of tax reporting with respect to their ownership interests. The
effect that the financial results of any tax year of the Partnership prior to
termination will have on an individual Limited Partner may vary from one Limited
Partner to another, and those differences may affect whether the tender and sale
by a Limited Partner of its Units in this Offer may be deemed more appropriate
economically than retaining the interest until liquidation. The Partnership
believes that, in light of the foregoing, including the uncertainties related to
the Partnership's distribution estimates, the Partnership is not in a position
to make a recommendation with respect to the Offer, but the Partnership does
encourage each Limited Partner to review the financial information about
the Partnership
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available to it and to seek financial or tax advice if it feels it needs to do
so in order to make an informed decision.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of persons
to make solicitations or recommendations to Limited Partners on its behalf
concerning the Offer. As further described in Item 3(b), however, the General
Partner is reimbursed for costs and expenses related to its duties to the
Partnership, and the president of the General Partner, a director of the General
Partner, is employed by the General Partner.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) There have been no transactions in Units during the last 60 days by
the General Partner or any of its officers, directors, or affiliates.
(b) Neither the General Partner nor any of its officers, directors or
affiliates intend to tender any Units they may hold to the Bidders in the Offer,
but rather such Units will be held by the owner thereof.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit (a): Letter to Limited Partners dated July 31, 1997.
Exhibit (b): None.
Exhibit (c): None.
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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.
Date: July 31, 1997
MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
By: /s/ John H. Stoddard
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John H. Stoddard
President
Qualicorp Management, Inc.
Managing General Partner
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(1) Cover letter to Limited Partners
dated July 31, 1997.
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MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
7000 CENTRAL PARKWAY, SUITE 850
ATLANTA, GA 30328
July 31, 1997
Re: Medical Income Properties 2B Limited Partnership
Dear Limited Partner:
A number of bidders represented by MacKenzie Patterson, Inc. are making a tender
offer to purchase all Partnership units in the Partnership for $28.00 per unit.
MacKenzie Patterson, Inc. is not affiliated with the Managing General Partner.
Since each Limited Partner's circumstances differ, the partnership will not be
making a recommendation whether to accept or reject this offer. Please read
carefully the Partnership's statement of Schedule 14D-9 being filed with the
Securities and Exchange Commission, a copy of which is attached.
Some Limited Partners may want to liquidate their units in order to terminate
their interest in the Partnership and not have to report Partnership income or
loss for tax years beginning in 1998. As MacKenzie Patterson points out, they
intend to make a profit on the acquisition of the units. The Managing General
Partner has previously informed the Limited Partners that the Partnership plans
to distribute $43.00 per unit around July 2000. In addition, as the Partnership
collects its remaining receivables and settles its outstanding cost reports and
other liabilities, additional funds may be available for distribution. However,
should our estimated settlement liabilities change or a material claim be
asserted under the indemnification provision of the sales agreement, then such
claims or settlement could reduce the funds available for distribution.
Before you reach a decision to hold your units or sell them, we suggest you seek
the advice of a qualified financial or tax advisor.
Sincerely,
/s/ John H. Stoddard
John H. Stoddard
