SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
SECURED INCOME L.P.
(Name of Subject Company)
SECURED INCOME L.P.
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
813901105
(CUSIP Number of Class of Securities)
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GINA S. SCOTTI
SECRETARY OF GENERAL PARTNER
SECURED INCOME L.P.
C/O WILDER RICHMAN RESOURCES CORPORATION
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830
(203) 869-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of
the Person(s) Filing Statement)
Copies to:
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
212-715-9100
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This Amendment No. 3 amends and supplements the solicitation/
recommendation statement on Schedule 14D-9 filed by Secured Income L.P. with the
Securities and Exchange Commission on June 26, 2000, as amended an supplemented
by an Amendment No. 1 to Schedule 14D-9 filed on July 21, 2000 and an Amendment
No. 2 to Schedule 14D-9 filed on July 31, 2000, in relation to an offer (the
"Offer") by West Putnam Housing Investors II, LLC (the "Purchaser"), to purchase
up to 451,235 of the outstanding Units, at a purchase price of $20.00 per Unit,
net to the seller in cash, subject to reduction as provided therein, without
interest, upon the terms and subject to the conditions set forth in an Offer to
Purchase dated June 26, 2000, as amended by a first Supplement to Offer to
Purchase dated July 21, 2000 and a second Supplement to Offer to Purchase dated
July 28, 2000.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented as follows:
According to an Amendment No. 2 to Schedule TO filed on August
16, 2000, certain affiliates of MacKenzie Patterson, Inc. have increased the
purchase price of their outstanding tender offer from $18.00 to $20.25 per Unit
and extended the expiration date of their tender offer to September 1, 2000.
This purchase price is currently higher than the price offered in the Offer
conducted by the Purchaser. For the reasons set forth in the Partnership's
original Schedule 14D-9 with respect to the Offer, the Partnership and its
General Partners are making no recommendation as to whether Unit Holders should
tender their Units in response to an offer. However, a Unit Holder who wishes to
tender should do so in the offer that provides the highest cash price.
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.
Dated: August 18, 2000
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation
General Partner
By: /s/ Richard P. Richman
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Name: Richard P. Richman
Title: President