SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
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)
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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>
This Schedule is hereby amended as follows:
Item 1. Security and Subject Company
By Press Release dated September 30, 1997, the Expiration Date of the Offer
was extended to October 15, 1997, or such later date to which the Purchasers may
further extend the Offer.
Item 11. Material to be Filed as Exhibits.
(a)(6) Form of Letter to Unitholders dated September 30, 1997
(a)(7) Press release dated September 30, 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: September 30, 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)(6) Form of Letter to Unitholders dated September 30, 1997
(a)(7) Press release dated September 30, 1997
<PAGE>
EXHIBIT (a) (6)
<PAGE>
September 30, 1997
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 October 15th, 1997. As of September
30, 1997, 674 units have been tendered. We would also like to remind you that
the transfer fee associated with this offer originally has been removed.
Therefore, an investor wishing to sell their units will receive net proceeds of
$28 per unit.
Frankly, we are baffled with the rate of acceptance of our Offer to date.
We believe that we have made a very good Offer to the investors which will allow
them to realize relatively the same benefits of their investment during 1997
instead of waiting an additional 3 years for the liquidation of the partnership.
By waiting the additional three years, investors will have to continue to file
tax information on Form K-1 for each year that the partnership continues. The
tax loss an investor may incur cannot be taken by the investor until the
liquidation of the partnership in the year 2000. 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]
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 were 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]
In an article recently published in "The Partnership Spectrum" (July/August
1997 edition page 7 and 8), Spencer Jefferies writes
"It also seems that, while investors in these three partnerships will
recognize a taxable gain this year as a result of the sale of their properties,
it is anticipated that investors will realize a capital loss from this
investment overall. But unless investors sell their units earlier, they will not
be able to realize this capital loss until the final liquidation of their
partnership in the year 2000."
MPI believes that the investors will receive several benefits by
liquidating their investment now instead of waiting. Apparently Spencer
Jefferies agrees as he additionally writes in his article
"...investors would benefit by (i) eliminating future partnership tax
filings, (ii) accelerating their capital loss on this investment by three years
and (iii) eliminating the risk that the final liquidating distributions may be
lower then currently expected by the general partner."
Mr. Jefferies has also stated
"... the success of these tender offers depends upon whether the
investors...conclude that dumping their units now could very well be in their
best interests."
Spencer Jeffries, is in no way affiliated with MacKenzie Patterson, Inc.,
or the Purchasers. We have chosen to extend the Offer through October 15, 1997
to allow all investors who wish to sell their units a final opportunity to do
so. If you have misplaced your Transmittal Form, and wish to receive another,
please give us a call at (800) 854-8357 x 206. If you have already decided to
sell, and have completed a Transmittal Letter and sent it to our offices, there
is no need to complete another form. Should you wish to withdraw your offer to
sell, simply write a letter to that affect and we will return your original
Transmittal Letter immediately.
Respectfully submitted,
C.E. Patterson
President of MacKenzie Patterson, Inc.
General Partner or Managing Member of the Purchasers
<PAGE>
EXHIBIT (a) (7)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
September 30, 1997
Offer for Units of Limited Partnership Interest of Medical Income
Properties 2B Limited Partnership Extended through October 15, 1997.
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") have extended the expiration date of their tender
offer for depositary Units of limited partnership interest of Medical Income
Properties 2B Limited Partnership. The offer has been extended through October
15, 1997. The bidders have offered to purchase up to 18,639 of the Units.
As of September 30, 1997, approximately 674 Units had been tendered to
the bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above telephone
number.
