April 12, 2005
Via Facsimile (925) 871-4046 and U.S. Mail
Chip Patterson
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga California 94556
Re: Meridian Healthcare Growth and Income PartnershipLimited
Partnership
Schedule TO-T/A filed April 1, 2005 by
MacKenzie Patterson Fuller, Inc. et al.
SEC File No. 5-80594
Dear Mr. Patterson:
We have reviewed the above-referenced filing and have the
following additional comments on your revised offer materials.
General
Offer to Purchase
General
1. We note your response to and reissue prior comment 2. Please
comply with Item 1005(e) of Regulation M-A. To the extent that
the
agreement in its current state is not definitive, we believe you
must
amend the Schedule TO to reflect any changes to the agreement when
it
does become definitive and extend the offer appropriately. In
addition, we believe that these agreements, if in written form,
should be filed as exhibits pursuant to Item 1016 of Regulation M-
A.
Is the Financial Condition of the Bidders Relevant to My Decision
on
Whether To Tender in the Offer? Page 5
2. We note your response to prior comment 4. First, we note that
each of the Purchasers is jointly and severely liable for the full
amount of the consideration. In the absence of a definitive
agreement regarding allocation, we believe that each separate
bidder
should have sufficient resources to cover the full amount of
consideration. Supplementally confirm whether this is the case.
Second, we note your disclosure that the bidders have $20 million
in
total net assets. Please explain how "total net assets" is
relevant
to the determination that you will be able to satisfy your prompt
payment obligation. For instance, we note that you some of the
Purchasers frequently engage in tender offers for securities you
define as illiquid. We assume that at least some portion of the
"total net assets" are made up of illiquid investments which would
not be immediately available to satisfy your prompt payment
obligation. Finally, we note that several of the bidders here are
currently engaged in other tender offers. Provide an analysis
explaining whether, assuming all the existing offers were fully
subscribed, Purchasers would have the resources to satisfy their
payment obligations. When providing your analysis, a conclusory
statement that bidders possess the resources to meet their
obligation
will be insufficient.
3. As noted above, some of the Purchasers are currently engaged in
other tender offers for which they also have financial
commitments.
This fact, including the maximum dollar amounts for which the
Purchasers may be responsible under such offers, should be
prominently disclosed in the offer materials. Your revised
materials
should address the Purchasers` ability to fund all of the
financial
commitments associated with this and those other offers.
Will All of the Units I Tender be Accepted by the
Purchasers?,
Page 6
4. We note your response to prior comment 5. If the Partnership
Agreement could prevent your purchase of the units, you should
provide the requested disclosure.
If I Decide Not to Tender, How Will the Offer Affect my Units?,
page
6
5. We note your response to prior comment 6. Please briefly
discuss
the potential decreased liquidity and the possible restrictions on
transfer. In addition, please briefly address the loss of
protections of the securities laws associated with deregistration.
Introduction, page 10
6. Describe the factual basis for your belief about a "tacit
agreement" between the Development General Partner and the manager
of
the properties that in your opinion, may have resulted in a lower
price for the properties.
Certain Background Information, page 12
7. We note your response to comment 9 in our prior letter. Please
explain the basis for your belief in your response letter.
Tender Offer, Page 13
8. We note your response to prior comment 12. Please be advised
in
responding to future comments the staff does not recognize
"investopedia.com" as valid authority. We agree with your
assertion
that in certain instances, "boilerplate" disclosure, as you define
it, may be appropriate. That is not the case, however, where (as
here) it is unclear and not likely to be understood by the reader.
While we are not requesting any further revisions to this section
of
the disclosure document, we invite you to call the staff to
discuss
ways you can better describe the withdrawal rights afforded to
target
security holders without the use of confusing disclaimer and
caveats.
Section 6, page 15
9. We reissue prior comment 13. Revise your disclosure to delete
reference to your assumption, or expand the disclosure to explain
why
there is uncertainty as to the tax treatment of the partnership
and
discuss the potential alternative consequences. The staff does
not
consider uncertainty as to the tax consequences to be equivalent
to
immateriality.
10. We note your response to our request (in "Closing Comments")
to
provide certain acknowledgements from the Purchasers. Revise your
response to include the requested statements from all filing
persons.
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.
Given the materiality of the new disclosure you have added
and
may add in response to our comment letters, advise how you will
disseminate revised offering materials.
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
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April 12, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE