SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-----------------------
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
(Name of Subject Company)
MP VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; ACCELERATED HIGH YIELD PENSION
INVESTORS, LTD.; ACCELERATED HIGH YIELD INCOME FUND 1, LTD.; MP-DEWAAY
FUND, LLC; MP FALCON FUND, LLC; MACKENZIE PATTERSON, INC. and
MACKENZIE SPECIFIED INCOME FUND, L.P.
(Bidders)
ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
Christine Simpson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,500,000 $300
* For purposes of calculating the filing fee only. Assumes the purchase
of 125,000 Units at a purchase price equal to $12 per Unit in cash.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by MP
VALUE FUND 6, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; ACCELERATED HIGH YIELD
INCOME FUND 1, LTD.; MP- DEWAAY FUND, LLC; MP FALCON FUND, LLC; and MACKENZIE
SPECIFIED INCOME FUND, L.P. (collectively the "Purchasers") to purchase up to
125,000 assignee units of limited partnership interest (the "Units") in
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, an Delaware limited partnership
(the "Issuer"), the subject company. Mackenzie Patterson, Inc. is named as an
offeror herein because it is deemed to control the Purchasers, but it is not
otherwise participating in the offer described in this schedule. The Purchasers
are offering to purchase the Units at a purchase price equal to $12 per Unit,
less the amount of any distributions declared or made with respect to the Units
between May 5, 2000 and June 5, 2000, or such other date to which this Offer may
be extended (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 5, 2000 (the "Offer to
Purchase") and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. The issuer had 500,000 Units
issued and outstanding held by approximately 508 Unit holders as of December 31,
1999, according to its annual report on Form 10-K for the year ended, which is
the most recent information available to the Purchasers concerning the
outstanding Units. The Partnership's principal place of business is located at
225 East Redwood Street, Baltimore, Maryland 21202.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement, except as otherwise set forth
below.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated May 5, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 5, 2000
(b)-(h) Not applicable.
SIGNATURES
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: May 5, 2000
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
ACCELERATED HIGH YIELD INCOME FUND 1, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
MP-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
2
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
MACKENZIE SPECIFIED INCOME FUND, L.P., LP
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
MACKENZIE PATTERSON, INC.
By: /s/ C. E. Patterson
-------------------
C.E. Patterson, President
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated May 5, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 5, 2000