SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Meridian Healthcare Growth and Income Fund Limited Partnership
(Name of Registrant as Specified In Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
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previously. Identify the previous filing by registration statement number, or
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MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
LIMITED PARTNERSHIP
August 5, 2005
Dear Investor:
As you know, Meridian Healthcare Growth and Income Fund Limited Partnership
(the "Fund") has previously solicited your consent to three proposals including
the sale of all, or substantially all, of the Fund's assets and the subsequent
liquidation, dissolution and winding up of the Fund (the "Solicitation"). On
July 22, 2005 certain entities controlled by MacKenzie Patterson Fuller, Inc.
made a tender offer to purchase for cash up to 100% of the outstanding units of
the Fund at a purchase price of $23 per unit upon the terms and subject to the
conditions set forth in the tender offer. On July 28, 2005 the Fund extended the
Expiration Date of the Solicitation to August 19, 2005 in order to provide
unitholders sufficient time to consider the Solicitation in light of the tender
offer.
As required by the Securities Exchange Act of 1934, as amended, today the
Fund filed a Schedule 14D-9 with the SEC. In this document, the Fund advised
unitholders that it is expressing no opinion, is remaining neutral, and makes no
recommendation as to whether unitholders should tender their units pursuant to
the tender offer. As described more fully in the Fund's Schedule 14D-9, the Fund
believes that each unitholder must make his, her or its own decision whether to
accept or reject the tender offer.
The Fund believes that the sale to Formation Capital and the related
transactions described in the Solicitation remain in the best interests of any
unitholders choosing not to tender their units. Accordingly, the Fund is not
changing its recommendation with respect to the Solicitation and urges any
unitholders not tendering their units pursuant to the tender offer, who have not
already done so, to submit a consent form approving the Solicitation.
Unitholders are advised that consents that have been submitted may be
revoked at any time prior to the Expiration Date in accordance with the
procedures set forth in the Solicitation Statement. Additionally, pursuant to
the procedures set forth in the Solicitation Statement, only the latest-dated,
properly completed, signed and delivered consent form not properly revoked prior
to the Expiration Date from each unitholder will be given effect in tabulating
the number of affirmative votes for the approval of each of the proposals in the
Solicitation. Enclosed for your convenience is an additional consent form.
If you have any questions or would like copies of this or any prior
materials please feel free to contact Robert Huether, Asset Manager, or Yolanda
Harris, Investor Services coordinator, at 300 East Lombard Street, Suite 1200,
Baltimore, Maryland 21202, telephone number (410) 727-4083; facsimile number
(410) 625-2694.
Sincerely,
BROWN HEALTHCARE, INC.
Administrative General Partner
/s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Enclosures
Where You Can Find Additional Information About the Proposed Sale of the Fund's
Skilled Nursing Facilities and Subsequent Liquidation
Meridian Healthcare Growth and Income Fund Limited Partnership (the "Fund") has
filed a definitive proxy statement concerning the proposed sale of its skilled
nursing facilities to FC Properties IV, LLC and subsequent liquidation with the
Securities and Exchange Commission ("SEC"). Investors are advised to read the
definitive proxy statement related to the proposed transaction and any other
relevant documents filed with the SEC because they contain important information
related to the transaction. The definitive proxy statement has been mailed to
investors of the Fund seeking their approval of the sale of the Fund's skilled
nursing facilities, the plan of dissolution, and any other matters presented
therein in connection with the proposed transactions. Investors may obtain a
free copy of the documents filed by the Fund with the SEC at the SEC's website
at http://www.sec.gov. In addition, you may obtain any of the documents filed
with the SEC free of charge by requesting them in writing from the Fund, 300
East Lombard Street, Suite 1200, Baltimore, Maryland 21202, Attention: Robert
Huether, Asset Manager or Yolanda Harris; Investor Services Coordinator,
Telephone Number: (410) 727-4083; Facsimile Number: (410) 625-2694.
Information Concerning Participation in the Fund's Proxy Solicitation
The Fund along with its General Partners and their respective executive officers
and directors may be deemed to be participants in the solicitation of proxies
from the investors of the Fund with respect to the proposed transaction.
Information regarding the Fund, its General Partners and their respective
executive officers and directors is included in the Fund's Form 10-K filed with
the SEC for the year ended December 31, 2004. This document is available free of
charge at the SEC's website at http://www.sec.gov. Investors may also obtain a
copy of this document free of charge by requesting it in writing from the Fund,
300 East Lombard Street, Suite 1200, Baltimore, Maryland 21202, Attention:
Robert Huether, Asset Manager or Yolanda Harris; Investor Services Coordinator,
Telephone Number: (410) 727-4083; Facsimile Number: (410) 625-2694. Investors
may obtain additional information about the interests of the General Partners
and their respective executive officers and directors in the proposed
transaction by reviewing the definitive proxy statement related to the
transaction when it becomes available.
Forward-Looking Statements
This letter contains forward-looking statements, including statements related to
the potential sale of the Fund's skilled nursing facilities and subsequent
dissolution. These statements are based on the General Partners' current
expectations and information currently available to them and are believed to be
reasonable and are made in good faith. However, the forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in the statements. Factors that may make the
actual results differ from anticipated results include, but are not limited to,
those factors set forth in the Fund's Form 10-K, Form 10-Q and its other filings
with the SEC; the possibility that the proposed sale of the Fund's skilled
nursing facilities and subsequent dissolution may not ultimately occur for any
number of
reasons, such as our not obtaining investor approval of the sale or related
matters, or the failure to occur of one or more of the conditions to the
parties' obligations under the Asset Purchase Agreement; that the amount of the
net sales proceeds from the sale of the Fund's skilled nursing facilities
ultimately available for distribution to investors is not assured; that the
demand for or regulation of the type of skilled nursing services provided by the
Fund's facilities may change in a way that adversely affects the value of the
facilities, and, that other factors that affect the skilled nursing facility
business generally including, but not limited to, economic, political,
governmental and technological factors, all of which are difficult to predict
and some of which are beyond the Fund's control. For these reasons, you should
not rely on these forward-looking statements when making investment decisions.
The Fund does not undertake any obligation to update publicly any forward-
looking statement, either as a result of new information, future events or
otherwise.