SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
SECURED INCOME L.P.
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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
(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 (the
"Westmont Property") and (ii) the Carrollton X Associates Limited Partnership,
which owns Fieldpointe Apartments, a residential apartment property located in
Frederick, Maryland (the "Fieldpointe Property" and collectively with the
Westmont Property, 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"). As set forth in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2004 filed with the SEC on April 15, 2005, there were
984,369 Units issued and outstanding as of December 31, 2004.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The Partnership is the filing person. The name, business address
and business telephone number of the Partnership are set forth in Item 1 above.
This Statement relates to the Tender Offer Statement on Schedule
TO (the "Schedule TO") filed with the SEC on August 22, 2005 by MacKenzie
Patterson Fuller, Inc. through MPF Dewaay Fund 2, LLC; MPF Dewaay Premier Fund
2, LLC; MPF Income Fund 22, LLC; MPF Dewaay Fund 4, LLC; MP Value Fund 5, LLC;
MPF Flagship Fund 11, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated
High Yield Institutional Fund, Ltd., L.P.; Accelerated High Yield Institutional
Investors Ltd., L.P.; MacKenzie Specified Income Fund, L.P.; MPF Flagship Fund
9, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, LLC; Moraga Gold, LLC;
MPF-NY 2005, LLC; and Steven Gold (collectively, the "Purchasers"). This
Statement is being filed in response to the offer by the Purchasers to purchase
up to 85,000 Units at an offer price of $34 per Unit in cash, less the amount of
any distributions declared or made with respect to the Units between August 22,
2005 and September 21, 2005, upon the terms and conditions set forth in the
Offer to Purchase, dated August 22, 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"). The Offer will expire, unless further extended, on September 21,
2005, at midnight, Pacific Standard Time.
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
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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., the general
partner of REEP, owns the 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 the
Partnership or its affiliates on the one hand and the Partnership, the General
Partners (including the officers and directors of the General Partners) or any
other affiliates of the Partnership on the other hand, 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, 2004 filed with the SEC on April 15, 2005 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, 2005 filed
with the SEC on May 16, 2005 and incorporated herein by reference in its
entirety as Exhibit (a)(5)(iv) to this Statement and (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, 2005 filed with the SEC
on August 15, 2005 and incorporated herein by reference in its entirety as
Exhibit (a)(5)(v) 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 managing member of West Putnam II and an affiliate of WRRC, owns 47,211
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 managing
member is West Putnam II.
There are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between the
Partnership 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, the Partnership recommends
against accepting the Offer, except for holders of Units who, because of their
individual circumstances, require immediate liquidity in their investment at
this time. The Partnership 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
The Purchasers' offer price may be low. The Partnership continues
to believe that Unit holders may realize greater value through a sale of the
Properties and is continuing to pursue such a course of action. The Purchasers
acknowledge in the Offer to Purchase that they have not obtained an independent
appraisal for the Units or the Properties. The Purchasers calculated their offer
price of $34 per Unit by applying a "liquidity discount" to the Partnership's
previously disclosed estimate that Unit holders could receive $43 per Unit if
the Properties are sold at or near the previously anticipated prices and the
Partnership is liquidated, but the Purchasers have not described the method used
to calculate the liquidity discount. Nevertheless, the Purchasers admit that
they intend to make a profit by holding the Units until the Partnership is
liquidated. Therefore, the Purchasers appear to agree with the Partnership's
view that Unit holders may realize greater value by holding the Units.
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A sale of the Properties may bring more value. The Partnership
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 price offered by the
Purchasers. The sale of the Properties is currently being negotiated. An initial
written offer of $60,000,000 was received for the Westmont Property, which has
been increased to $65,000,000.
Three written offers have been received for the Fieldpointe
Property: two offers of $22,000,000, and one offer of $21,800,000, each of which
is subject to due diligence. No offer has been accepted and all offers are
subject to further negotiation. Additional offers are being sought for the
Fieldpointe Property. With respect to the Westmont Property, the potential
purchaser has provided a contract of sale which is being reviewed.
Assuming a sale price of $65,000,000 for the Westmont Property
and $22,000,000 for the Fieldpointe Property, the Partnership estimates a
liquidation value in the range of approximately $43.00 per Unit. The Partnership
has calculated the potential liquidation values of the Properties based on
estimated sales prices, forecasting asset and liability balances to June 2005,
and estimated closing costs and transfer taxes. The actual amounts at the time
of a sale may vary substantially from the Partnership's estimates. In addition,
it is the Partnership's understanding that certain approvals may be required
from the lenders and others. Even if a sale of the Properties can be
successfully negotiated, there can be no assurance that all required approvals
to the sales can be obtained.
The Partnership 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. The Partnership believes that a sale of the Properties could be
accomplished in another four to six months. However, there can be no guarantee
that the sales can be completed in that time frame or at all.
Other considerations. The Partnership 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. The Partnership
cannot guarantee that the Properties can be sold at or near the prices discussed
above. 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 four to 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, the Partnership continues to
believe 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 the
Partnership of a possible sale of the Properties and a liquidation of the
Partnership. In addition, affiliates of the Partnership and the General Partners
that own Units do not intend to tender their Units in the Offer.
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.
Considerations for those Unit Holders Wishing to Sell their Units at this Time
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The Partnership 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 85,000 Units.
If more than 85,000 Units are tendered pursuant to the Offer, the Purchasers
will purchase a pro rata portion of the Units that are tendered.
The terms of the limited partnership agreement prohibit a
transfer of Units if the transfer would cause 50% or more of the Units to be
transferred within twelve months, taking account of all other transfers. The
Partnership does not believe that this restriction will be triggered by the
Offer. 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. The Partnership 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. 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 the Partnership
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Affiliates of Partnership 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 Partnership, 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 Partnership, or, to the knowledge of Partnership, by any of the
executive officers, directors or affiliates of the Partnership.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
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. The Partnership
believes that under current market conditions, barring unforeseen issues, a sale
of the Properties could be accomplished within approximately four to 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 August 22, 2005 (filed as Exhibit (a)(1) to the
Schedule TO filed with the SEC by the Purchasers on
August 22, 2005).
(a)(1)(ii) Letter of Transmittal and related instructions, dated
August 22, 2005 (filed as Exhibit (a)(2) to the Schedule
TO filed with the SEC by the Purchasers on August 22,
2005).
(a)(1)(iii) Letter to Unit holders of the Partnership, dated August
22, 2005 (filed as Exhibit (a)(3) to the Schedule TO
filed with the SEC by the Purchasers on August 22,
2005).
(a)(5)(i) Form of Notice of Withdrawal.
(a)(5)(ii) Letter to Unit holders, dated September 6, 2005.
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(a)(5)(iii) The Partnership's Annual Report on Form 10-K for the
year ended December 31, 2005 (filed with the SEC on
April 15, 2005 and incorporated herein by reference).
(a)(5)(iv) The Partnership's Quarterly Report on Form 10-Q for the
period March 31, 2005 (filed with the SEC on March 16,
2005 and incorporated herein by reference).
(a)(5)(v) The Partnership's Quarterly Report on Form 10-Q for the
period ended June 30, 2005 (filed with the SEC on August
15, 2005 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: September 6, 2005
SECURED INCOME L.P.
By: Wilder Richman Resources
Corporation, its general partner
By: /s/ Richard P. Richman
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Name: Richard P. Richman
Title: President
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