Exhibit (a)(3)
May 5, 2000
TO: UNIT HOLDERS OF BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer"), 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") are offering to purchase up to 125,000 Units of limited
partnership interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED
PARTNERSHIP, an Delaware limited partnership(the "Partnership") 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 Offer will provide you with an opportunity to liquidate all, or a
portion of, your investment in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
without the usual transaction costs associated with market sales or partnership
transfer fees.
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
pink form) and Change of Address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Facsimile: (925) 376-7983
E-Mail Address: offers@mackpatt.com
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) June 5, 2000