SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 14D-9
_________________________
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SECURED INCOME L.P.
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(Name of Subject Company)
WILDER RICHMAN RESOURCES CORPORATION
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(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class of Securities)
813901105
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(CUSIP Number of Class of Securities)
_____________________________
GINA K. DODGE
WILDER RICHMAN RESOURCES CORPORATION
340 PEMBERWICK ROAD
GREENWICH, CT 06831
(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, NY 10022
(212) 715-9100
____________________________
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Secured Income L.P., a Delaware
limited partnership (the "Partnership"). The address of the principal executive
offices of the Partnership is c/o Wilder Richman Resources Corporation, 340
Pemberwick Road, Greenwich, CT 06831. The telephone number of the principal
executive offices of the Partnership is (203) 869-0900. The general partners of
the Partnership (the "General Partners") are Wilder Richman Resources
Corporation, a Delaware corporation ("WRRC"), Real Estate Equity Partners, L.P.,
a Delaware limited partnership ("REEP"), and WRC-87A Corporation, a Delaware
corporation ("WRC-87A"). Each General Partner owns approximately one-third of
the outstanding general partners' interest in the Partnership.
The Partnership is invested in two local operating partnerships: (i)
the Columbia Westmont Associates, L.P. ("Columbia"), which owns The Westmont, a
residential apartment property located in New York, New York and (ii) the
Carrollton X Associates Limited Partnership, which owns Fieldpointe Apartments,
a residential apartment property located in Frederick, Maryland (collectively,
the "Properties").
The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is the units of limited partnership interest of the Partnership
("Units"). According to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2003 filed with the SEC on March 31, 2004, there were
984,369 Units issued and outstanding as of December 31, 2003.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
WRRC, in its capacity as one of the General Partners, is the Person
filing this Statement. The business address and telephone number of WRRC are the
same as the business address and telephone number of the Partnership set forth
in the first paragraph of Item 1 above.
This Statement relates to the Tender Offer Statement on Schedule TO
(the "Schedule TO") filed with the SEC on March 7, 2005 by MPF Flagship Fund 9,
LLC; Accelerated High Yield Institutional Investors, Ltd., L.P.; MPF Special
Fund 8, LLC; MacKenzie Specified Income Fund, L.P.; MP Value Fund 6, LLC; MP
Falcon Growth 2, LLC; MP Falcon Fund, LLC; Accelerated High Yield Institutional
Fund, Ltd., L.P.; MPF Acquisition Co. 3, LLC, Moraga Gold, LLC; MPF-NY 2005,
LLC; and MacKenzie Patterson Fuller, Inc. (collectively, the "Purchasers"). This
Statement is being filed in response to the offer by the Purchasers to purchase
up to 200,000 Units at an offer price of $34.00 per Unit in cash, subject to the
conditions set forth in the Offer to Purchase, dated March 7, 2005 (the "Offer
to Purchase"), and in the related Letter of Transmittal (collectively, the
"Offer Documents"), which, as amended and supplemented from time to time,
together constitute the tender offer (the "Offer").
According to the Schedule TO, the business address of the Purchasers
is 1640 School Street, Moraga, California 94556, and their telephone number is
(800) 854-8357.
ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The Partnership is a limited partnership and has no executive
officers or directors. Mr. Richard P. Richman beneficially owns 50% of the
equity interest in WRRC and is president and a director of WRRC. Mr. Robert H.
Wilder, Jr. beneficially owns the remaining 50% of the equity interest in WRRC
and is executive vice president and a director of WRRC. WRRC owns 50% of the
equity interest in WRC-87A and Real Estate Equity Partners Inc. ("REEPI"), the
general partner of REEP, owns the
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remaining 50% of the equity interests of WRC-87A. Mr. Richman is executive vice
president, secretary, treasurer and a director of WRC-87A.
There are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between WRRC or
its affiliates on the one hand and the Partnership, the other General Partners
(including the officers and directors of the other General Partners) or any
other affiliates of the Partnership or the other General Partners on the other,
except to the extent noted in (i) the Partnership's Annual Report on Form 10-K
(including the Financial Statements and notes thereto filed therewith) for the
year ended December 31, 2003 filed with the SEC on March 31, 2004 and
incorporated herein by reference in its entirety as Exhibit (a)(5)(iii) to this
Statement, (ii) the Partnership's Quarterly Report on Form 10-Q (including the
Financial Statements and notes thereto filed therewith) for the period ended
March 31, 2004 filed with the SEC on May 17, 2004 and incorporated herein by
reference in its entirety as Exhibit (a)(5)(iv) to this Statement, (iii) the
Partnership's Quarterly Report on Form 10-Q (including the Financial Statements
and notes thereto filed therewith) for the period ended June 30, 2004 filed with
the SEC on August 16, 2004 and incorporated herein by reference in its entirety
as Exhibit (a)(5)(v) to this Statement; and (iv) the Partnership's Quarterly
Report on Form 10-Q (including the Financial Statements and notes thereto filed
therewith) for the period September 30, 2004 filed with the SEC on November 15,
2004 and incorporated herein by reference in its entirety as Exhibit (a)(5)(vi)
to this Statement.
West Putnam Housing Investors II LLC ("West Putnam II"), an
affiliate of both WRRC and Columbia, owns 186,217 Units, representing
approximately 18.9% of the outstanding Units. West Putnam Housing Investors LLC,
the sole managing member of West Putnam II and an affiliate of WRRC, owns 16,607
Units, representing approximately 4.8% of the outstanding Units. West Putnam
Housing Investors III LLC ("West Putnam III"), an affiliate of WRRC, owns 16,607
Units, representing 1.7% of the outstanding Units. West Putnam III's sole
managing member is West Putnam II.
There are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between WRRC or
its affiliates on the one hand and the Purchasers, their executive officers,
directors or affiliates on the other.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
For the reasons set forth below, WRRC recommends against accepting
the Offer, except for holders of Units who, because of their individual
circumstances, require liquidity in their investment at this time. WRRC believes
that Unit holders may realize greater value through a sale of the Properties and
is pursuing such a course of action.
Reasons for Not Accepting the Offer at this Time
Purchasers' offer price may be low; a sale of the Properties may
bring more value. The Purchasers admitted in the Offer to Purchase included in
the Schedule TO that the offer price may be less than the liquidation value. For
this reason, affiliates of WRRC that own Units do not intend to tender their
Units in the Offer. According to the Offer to Purchase, the Purchasers
determined their offer price based upon, among other considerations, their
estimated value for the Properties. The Purchasers stated that they did not
obtain an independent appraisal for the Units or the Properties nor are they
qualified to appraise real estate.
WRRC believes that it is appropriate at this time to attempt to sell
the Properties, which could lead to higher returns to Unit holders than the
valuations calculated by the Purchasers. WRRC is
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currently negotiating the sale of the Properties. WRRC received an initial
written offer of $60,000,000 for the Westmont property, which has been increased
to $65,000,000. WRRC also recently received an initial written offer of
$22,000,000 for the Fieldpointe property. WRRC understands that the general
partners of the local operating partnerships in which the Partnership is
invested and that directly own the Properties are agreeable to pursuing a sale
of the Properties at this time. WRRC believes that, under current market
conditions, a sale of the Properties could be accomplished within the next six
months.
Other considerations. WRRC believes that, as a result of the current
low interest rate climate and the strong current sales market for rental
apartment properties, the prospects for the sale of the Properties are not
reflected in the recent trading activity of the Units or in the information
published by independent secondary market reporting publications such as The
Direct Investment Spectrum and The American Partnership Board. WRRC cannot
guarantee that the Properties can be sold at prices whose implied valuations
exceed those assigned to the Properties in the Offer. Prices similar to the
offer price may not be available to Unit holders at a later time should a sale
of the Properties and liquidation of the Partnership in the next six months not
occur.
Unit holders may continue to receive distributions while a sale of
the Properties is negotiated. Unit holders have in recent years received
distributions from the Partnership equivalent to an 8% annual return. The amount
of future distributions will depend upon future operating results.
Based on these considerations, WRRC believes that it is in the best
interest of Unit holders generally to refrain from accepting the Offer at this
time, and to support the pursuit by WRRC of a possible sale of the Properties
and a liquidation of the Partnership.
If you have already tendered your Units in the Offer, you may wish
to revoke your tender in light of the potential sale of the Properties and the
liquidation of the Partnership, which may result in a higher payment to Unit
holders than the offer price in the Offer. Unit Holders will receive a letter
setting forth the reasons for WRRC's recommendation, which letter will be
accompanied by a form notice of withdrawal for use in revoking prior tenders to
the Offer.
Considerations for those Unit Holders Wishing to Sell their Units at this Time
WRRC recognizes that the individual financial circumstances of each
Unit holder may be different, and there may be Unit holders who desire to
liquidate their investment in the Partnership and receive cash for their Units
at this time. These holders should carefully review the Offer Documents,
including the risk factors, consult with their financial, tax and other advisors
and consider the following in deciding whether to accept the Offer:
Future Distributions. A Unit holder that tenders Units in the Offer
will not receive any distributions from the Partnership for Units accepted for
purchase. If the Partnership were to make a distribution on or after the
Purchasers accepted Units in the Offer, the Purchasers would receive the
distributions with respect to all accepted Units.
Proration. The Purchasers are offering to acquire 200,000 Units. If
more than 200,000 Units are tendered pursuant to the Offer, the Purchasers will
purchase a pro rata portion of the Units that are tendered to the extent that
these purchases are not prevented by the Partnership's limited partnership
agreement.
The terms of the limited partnership agreement prohibit a transfer
of Units if that transfer would cause 50% or more of the Units to be transferred
within twelve months, taking account of all other transfers during the preceding
twelve months. Therefore, the Purchasers may only acquire a limited
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number of Units. Unit holders who tender in the Offer may retain a portion of
the Units if the Offer is over-subscribed. Unit holders should therefore be
aware that not all Units tendered may be accepted for payment. Unit holders who
do not tender all of their Units, or who tender all of their Units but have only
a portion that are accepted for payment, would remain limited partners of the
Partnership in respect of the Units or portion of a Unit that they continue to
hold. WRRC notes that due to a restriction in the Partnership's limited
partnership agreement, tendered Units cannot be purchased to the extent that a
tendering Unit holder would remain with a number of Units that is greater than
zero but less than 250 Units (100 Units in the case of Units held in an IRA,
Keogh Plan or other qualified plan).
Tax consequences. All Unit holders are advised to consult with their
own tax advisers concerning the tax consequences of tendering Units in the
Offer. Unit holders should be aware, however, that there could be different tax
consequences depending upon whether all or only some of their Units are
purchased in the Offer. If a holder sells only a portion of its Units, the
tendering Unit holder would only be able to utilize suspended losses in the year
of the sale to the extent of any gain on sale, as described in the Offer to
Purchase. If a Unit holder's entire interest is sold, any suspended losses from
the Partnership would be deductible from ordinary income (subject to any other
applicable limitation). There will be other tax consequences to individual
holders as a result of accepting the Offer or any other tender offer and those
tax consequences could vary significantly for each holder based on the holder's
unique tax situation or other circumstances.
Conditions of the Offer. The Offer is subject to a variety of
conditions, including market and other conditions that are unrelated to the
operations or prospects of the Partnership. These include, among others, the
absence of legal or government actions which would prohibit the purchase and the
absence of a material adverse change in the Partnership or its business. It is
also a condition of the Offer that there not be publicly disclosed that more
than 50% of the outstanding Units have been or are proposed to be acquired by
another person or any person or group that prior to such date had filed a
statement with the SEC that increases or proposes to increase the number of
Units beneficially owned by such person or group as disclosed in such statement
by two percent or more the outstanding Units. See Section 13 of the Offer to
Purchase for a discussion of these and other conditions of the Offer. According
to the Offer to Purchase, these conditions may be asserted or waived by the
Purchasers in their reasonable discretion.
Intentions of Affiliates of WRRC
Affiliates of WRRC own beneficially 250,035 Units, or approximately
25.4% of the outstanding Units. These affiliates do not intend to tender their
Units pursuant to the Offer.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED, OR USED.
To the knowledge of WRRC, neither the Partnership nor any person
acting on its behalf has employed, retained or compensated, or intends to
employ, retain or compensate, any person or class of person to make
solicitations or recommendation to Unit holders on the Partnership's behalf
concerning the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
No transactions in the Units have been effected during the past 60
days by WRRC or, to the knowledge of WRRC, by any of the executive officers,
directors or affiliates of WRRC.
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ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
To the knowledge of WRRC, the Partnership is not currently involved
in any negotiation in response to the Offer regarding a tender offer for or
other acquisition of securities by or of the Partnership. As stated above, the
Partnership is currently in negotiations pursuing a sale of the Properties. WRRC
believes that, under current market conditions, a sale of the Properties could
be accomplished in the next six months.
ITEM 8. ADDITIONAL INFORMATION.
Affiliates of WRRC have in the past purchased Units on an
unsolicited basis from Unit holders who on their own have contacted WRRC
concerning the sale of their Units, at prices requested by the holders.
Affiliates of WRRC may continue this practice, including during the pendency of
the Offer.
ITEM 9. EXHIBITS.
(a)(1)(i) Purchasers Offer to Purchase Units of the Partnership,
dated March 7, 2005 (filed as Exhibit (a)(1) to the
Schedule TO filed with the SEC by the Purchasers on
March 7, 2005).
(a)(1)(ii) Letter of Transmittal and related instructions, dated
March 7, 2005 (filed as Exhibit (a)(2) to the Schedule
TO filed with the SEC by the Purchasers on March 7,
2005).
(a)(1)(iii) Letter to Unit Holders of the Partnership, dated March
7, 2005 (filed as Exhibit (a)(3) to the Schedule TO
filed with the SEC by the Purchasers on March 7, 2005).
(a)(5)(i) Form of Notice of Withdrawal.
(a)(5)(ii) Letter to Unit holders, dated March 21, 2005
(a)(5)(iii) The Partnership's Annual Report on Form 10-K for the
year ended December 31, 2003 (filed with the SEC on
March 31, 2004 and incorporated herein by reference).
(a)(5)(iv) The Partnership's Quarterly Report on Form 10-Q for the
period March 31, 2004 (filed with the SEC on May 17,
2004 and incorporated herein by reference).
(a)(5)(v) The Partnership's Quarterly Report on Form 10-Q for the
period ended June 30, 2004 (filed with the SEC on August
16, 2004 and incorporated herein by reference).
(a)(5)(vi) The Partnership's Quarterly Report on Form 10-Q for the
period ended September 30, 2004 (filed with the SEC on
November 15, 2004 and incorporated herein by reference).
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SIGNATURE
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: March 21, 2005
WILDER RICHMAN RESOURCES CORPORATION
By: /s/ Richard P. Richman
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Name: Richard P. Richman
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(i) Purchasers Offer to Purchase Units of the Partnership, dated
March 7, 2005 (filed as Exhibit (a)(1) to the Schedule TO
filed with the SEC by the Purchasers on March 7, 2005).
(a)(1)(ii) Letter of Transmittal and related instructions, dated March 7,
2005 (filed as Exhibit (a)(2) to the Schedule TO filed with
the SEC by the Purchasers on March 7, 2005).
(a)(1)(iii) Letter to Unit Holders of the Partnership, dated March 7, 2005
(filed as Exhibit (a)(3) to the Schedule TO filed with the SEC
by the Purchasers on March 7, 2005).
(a)(5)(i) Form of Notice of Withdrawal.
(a)(5)(ii) Letter to Unit holders, dated March 21, 2005.
(a)(5)(iii) The Partnership's Annual Report on Form 10-K for the year
ended December 31, 2003 (filed with the SEC on March 31, 2004
and incorporated herein by reference).
(a)(5)(iv) The Partnership's Quarterly Report on Form 10-Q for the period
March 31, 2004 (filed with the SEC on May 17, 2004 and
incorporated herein by reference).
(a)(5)(v) The Partnership's Quarterly Report on Form 10-Q for the period
ended June 30, 2004 (filed with the SEC on August 16, 2004 and
incorporated herein by reference).
(a)(5)(vi) The Partnership's Quarterly Report on Form 10-Q for the period
ended September 30, 2004 (filed with the SEC on November 15,
2004 and incorporated herein by reference).
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Exhibit (a)(5)(1)
NOTICE OF WITHDRAWAL
The undersigned hereby withdraws units of limited partnership
interest in Secured Income L.P. ("Units") heretofore tendered by the undersigned
to MPF Flagship Fund 9, LLC; Accelerated High Yield Institutional Investors,
Ltd., L.P.; MPF Special Fund 8, LLC; MacKenzie Specified Income Fund, L.P.; MP
Value Fund 6, LLC; MP Falcon Growth 2, LLC; MP Falcon Fund, LLC; Accelerated
High Yield Institutional Fund, Ltd., L.P.; MPF Acquisition Co. 3, LLC, Moraga
Gold, LLC; MPF-NY 2005, LLC; and MacKenzie Patterson Fuller, Inc. ("MacKenzie")
pursuant to the MacKenzie Offer to Purchase, dated March 7, 2005, as amended to
date (the "Offer to Purchase").
Name(s) of person(s) who tendered Units:________________________________________
Name(s) of registered Unit holder(s) (if different):____________________________
Number of Units to be withdrawn (state "all" if all Units tendered are to be
withdrawn): __________
Date: _______________, 2005
____________________________________
Signature of Withdrawing Unit Holder
____________________________________
Signature of Joint Unit Holder, if any
INSTRUCTIONS
According to the Offer to Purchase for a withdrawal to be effective,
a written notice of withdrawal must be timely received by the Depositary for
MacKenzie at its address or facsimile number set forth below. Any such notice of
withdrawal must specify the name of the person who tendered, the number of Units
to be withdrawn and the name of the registered holder of such Units, if
different from the person who tendered. In addition, any such notice of
withdrawal must be signed by the person who signed MacKenzie's letter of
transmittal in the same manner as such letter of transmittal was signed. Please
refer to the Offer to Purchase for additional information regarding this
procedure.
The Bank of New York
By hand, mail, or
overnight courier: By facsimile:
- ------------------ -------------
MacKenzie Patterson (925) 631-9119
Fuller, Inc.
1640 School Street
Moraga, California 94556
To confirm withdrawal by telephone, call toll free: (800) 854-8357
Exhibit (a)(5)(ii)
WILDER RICHMAN RESOURCES CORPORATION
340 Pemberwick Road
Greenwich, CT 06831
(203) 869-0900
March 21, 2005
Dear Unit Holder of Secured Income L.P.:
A tender offer has also been announced by MPF Flagship Fund 9, LLC;
Accelerated High Yield Institutional Investors, Ltd., L.P.; MPF Special Fund 8,
LLC; MacKenzie Specified Income Fund, L.P.; MP Value Fund 6, LLC; MP Falcon
Growth 2, LLC; MP Falcon Fund, LLC; Accelerated High Yield Institutional Fund,
Ltd., L.P.; MPF Acquisition Co. 3, LLC, Moraga Gold, LLC; MPF-NY 2005, LLC; and
MacKenzie Patterson Fuller, Inc. ("MacKenzie"), at a purchase price of $34.00
per Unit.
We, Wilder Richman Resources Corporation recommend against tendering
your Units, unless you have a need for liquidity in your investment at this
time. Our reasons for recommending against the offer are summarized below and
are more fully discussed in the enclosed Schedule 14D-9, which you should read
carefully.
We believe that Unit holders may realize greater value through a sale
of the properties and a liquidation of the Partnership. We are currently
negotiating the sale of the Westmont and the Fieldpointe properties. We received
an initial written offer of $60,000,000 for the Westmont property, which has
been increased to $65,000,000. We also recently received an initial written
offer of $22,000,000 for the Fieldpointe property. We understand that the
general partners of the local operating partnerships in which the Partnership is
invested and that directly own the properties are agreeable to pursuing a sale
of the properties at this time. We believe that, under current market
conditions, a sale of the properties could be accomplished within the next six
months.
Because of the potential for achieving greater value if the properties
are sold, we believe that you should not dispose of your Units at the price
offered by MacKenzie, while a sale of the properties is being pursued. However,
we cannot guarantee that the properties can be sold at prices that would result
in Unit prices higher than the price offered by MacKenzie, or when a sale of the
properties might occur.
Our affiliates currently hold 250,035 Units, or approximately 25.4% of
the total outstanding Units. These persons do not intend to tender their Units,
because in their opinion the price offered by MacKenzie is less than the value
of the Units if the properties are sold.
If you have already tendered your Units in the MacKenzie offer, you may
wish to revoke your tender in light of the considerations discussed in this
letter and the Schedule 14D-9. We have enclosed a Notice of Withdrawal for use
in revoking your tender.
Very truly yours,
WILDER RICHMAN RESOURCES CORPORATION