September 30, 2004
Via Facsimile (925) 871-4046 and U.S. Mail
Christine Simpson
MacKenzie Patterson Fuller, Inc.
1640 School St5reet
Moraga California 94556
Re: Secured Income L.P.
Schedule TO filed September 1, 2004
by MacKenzie Patterson Fuller, Inc. et al.
File No. 5-54251
Dear Ms. Simpson:
We have reviewed the above-referenced filing and have the
following comments. Please make corresponding changes, where
applicable, to each of the above-referenced filings in response
to these comments.
General
1. We note that the Secured Income, L.P. partnership agreement
prohibits the transfer of more than 50% of the outstanding units
within a 12-month period. Please revise throughout the document
to discuss the impact this prohibition may have on your offer.
Offer Materials
2. Refer to the last paragraph on page 2. We note your statement
that you may waive any condition of the offer "at any time and
from time to time." This language suggests you may waive a
condition of the offer subsequent to expiration. Please revise
your disclosure to clarify that all conditions of the offer, other
than those relating to necessary governmental approvals, must be
satisfied or waived prior to expiration. In addition, please revise
the disclosure to clarify that the waiver of a material condition
would be viewed as a material amendment to your offer, which would
require dissemination and an extension of your offer to ensure at
least five business days remain prior to expiration. Please
carefully review the document and make corresponding revisions
elsewhere as appropriate.
Establishment of the Offer Price, page 9
3. If practicable, quantify the calculations underlying your
liquidation analysis. In addition, expand your discussion of the
capitalization rates to indicate the annual incomes of the cited
properties and the estimated value of such properties when using
such capitalization rates. In addition, disclose the "liquidity
discount" and explain how you selected it. See Section III.B.1 of
Exchange Act Release No. 34-43069 (July 24, 2000).
Tender Offer, page 12
4. Please revise your disclosure, both here and elsewhere as
appropriate, to discuss in greater detail and quantify, if
practicable, the circumstances that may require you to use
proration in connection with this offer. In addition, clarify
how the "further adjustments" relating to minimum ownership
requirements will function. Provide us with a legal analysis
supporting such adjustments giving consideration to both the all
holders rule and proration rule. Refer to Rules 14d-10(a)(1)
and 14d-8.
Determination of Validity, page 14
5. Please revise your disclosure to confirm that, to the extent
you waive a condition with respect to one tender of notes, you will
waive that condition for all other tenders as well.
Conditions to the Offer, page 22
6. Refer to subpart (a) of this section. Please quantify the
"material diminution" so that investors can objectively verify
when the condition has been triggered.
7. Refer to the subpart (c) of this section. We note your
assertion that you may terminate the offer in the event "any
change ...shall have occurred or been threatened" that is materially
adverse to the partnership or the value of its units to you. This
condition, as disclosed, appears so broad as to potentially render
this offer illusory. Please revise your disclosure to clarify the
scope of this condition so that security holders may objectively
verify when it has been triggered.
8. Refer to subpart (d) of this section. Please revise your
disclosure to quantify or otherwise establish standards, so that
security holders may objectively verify when this condition has
been triggered.
9. Refer to subpart (e). Explain to us how the existence AIMCO`s
offer impacts this condition. For example, advise us whether or
not the bidders have determined that this offer condition is
satisfied, and, if so, whether and when the bidders intend to waive
the condition. To the extent the bidders do not make a determination
as to whether or not the condition has been satisfied, and the
condition remains, it appears that the existence of the AIMCO offer
potentially renders your offer illusory.
Annex I
10. Confirm that you have provided all of the required disclosure
for control persons under Instruction C. In this regard, it does
not appear that you have provided the disclosure required under Item
1003(c)(3) and (4) of Regulation M-A. Refer also to Item 2(d) of
Schedule 13D. Please either provide this information or advise us
as to where it is located.
Letter of Transmittal
11. Refer to the first sentence of the instructions. We note your
instruction that each security holder read your letter of
transmittal. It is inappropriate to require such an instruction.
Please advise us of the purpose of this language and revise your
letter of transmittal to remove this attestation.
Closing Comments
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the amendment, if required, to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments. In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.
In connection with responding to our comments, please
provide, in writing, a statement from all filing persons acknowledging
that:
* you are responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.
Please direct any questions to me at (202) 942-1976. You
may also contact me via facsimile at (202) 942-9638. Please send all
correspondence to us at the following ZIP code: 20549-0303.
Sincerely,
Michael Pressman
Office of Mergers
and Acquisitions