Exhibit (a)(3)
July 14, 2000
July 14, 2000
TO: UNIT HOLDERS OF SECURED INCOME L.P.
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer"), MP INCOME FUND 11, L.P.; MP INCOME FUND 12, LLC; MP
INCOME FUND 14, LLC; MP INCOME FUND 15, LLC; MP INCOME FUND 16, LLC; ACCELERATED
HIGH YIELD INSTITUTIONAL INVESTORS III, LTD.; ACCELERATED HIGH YIELD GROWTH FUND
II, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD.; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS,
LTD.; ACCELERATED HIGH YIELD INCOME FUND I, LTD.; ACCELERATED HIGH YIELD INCOME
FUND II, LTD.; PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3; PREVIOUSLY
OWNED PARTNERSHIPS INCOME FUND; MP-DEWAAY FUND, LLC; SPECIFIED INCOME FUND, A
CALIFORNIA LIMITED PARTNERSHIP; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP
FALCON GROWTH FUND, LLC; MP FALCON FUND, LLC; MP VALUE FUND 5, LLC; MP VALUE
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; and MACKENZIE FUND VI, A
CALIFORNIA LIMITED PARTNERSHIP (collectively the "Purchasers") are offering to
purchase up to 330,000 Units of limited partnership interest (the "Units") in
SECURED INCOME L.P., a Delaware limited partnership (the "Partnership") at a
purchase price equal to:
$16.25 per Unit
The Offer will provide you with an opportunity to liquidate all, or a
portion of, your investment in SECURED INCOME L.P. without the usual transaction
costs associated with market sales or partnership transfer fees. This offer is
$0.50 per Unit greater than the $15.75 per Unit currently offered by West Putnam
Housing Investors II LLC (the "GP Offeror"), an affiliate of certain of the
General Partners.
If you have already tendered your Units to the GP Offeror, and you
wish to revoke that tender and tender to the Purchasers, you may revoke the
prior tender until that offer is terminated by sending a written notice of
revocation specifying the Units tendered and your desire to revoke, as provided
in the GP Offeror tender offer. We have attached a form for use in revoking
tenders to GP Offeror. If you have questions in this regard, please contact us
at the number below.
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
(printed on blue paper) 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
Telecopy: (925) 631-9119
If you have any questions or need assistance, please call the
Depository at 800-854-8357.
This Offer expires (unless extended) August 15, 2000.
NOTICE OF WITHDRAWAL
The undersigned hereby withdraws Units heretofore tendered by the
undersigned to West Putnam Housing Investors II LLC pursuant to its tender offer
dated June 26, 2000.
Name of person who tendered Units: __________________________________________
Name of registered Unit holder (if different): ______________________________
Number of Units to be withdrawn (state "all" if all Units tendered are to be
withdrawn): _______
Date: _______________, 2000
- ----------------------------------------------
[signature of withdrawing Unit holder]
- ----------------------------------------------
[signature of joint holder, if any]
INSTRUCTIONS:
For a withdrawal to be effective, a written notice of withdrawal must be timely
received by the Depositary for the West Putnam Housing Investors II LLC offer at
one of its addresses 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, the notice of withdrawal must be signed by the person who
signed the letter of transmittal in the same manner as the letter of transmittal
was signed. The Information Agent for West Putnam Housing Investors II LLC and
its addresses are as follows:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or
By Mail: Overnight Courier: By Facsimile:
- ------- ----------------- ------------
P.O. Box 7090 1845 Maxwell, Suite 101 (248) 614-4536
Troy, MI 48007-7090 Troy, MI 48084-4510
To confirm withdrawal by telephone, call toll free: (888) 349-2005
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