SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 1 To SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- SECURED INCOME L.P. (Name of Subject Company) 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; MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP; and MACKENZIE PATTERSON, INC. (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (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 $5,940,000 $1,188 * For purposes of calculating the filing fee only. Assumes the purchase of 330,000 Units at a purchase price equal to $18.00 per Unit in cash. The balance due after credit for the amount paid in the initial filing is $115.50. [X] 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: $1,072.50 Form or Registration Number: Schedule TO Filing Party: Above Named Bidders Date Filed: July 14, 2000 [ ] 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: [ ] The Schedule TO filed as of July 14, 2000 by the above-named bidders is hereby amended as set forth below. Items not amended remain unchanged, and capitalized terms are used as defined in the original Schedule. TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer by 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") to purchase up to 330,000 Units of limited partnership interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership (the "Issuer"), the subject company. By this amendment, the Purchasers hereby increase the purchase price to $18.00 per Unit, less the amount of any distributions declared or made with respect to the Units between July 14, 2000 (the "Offer Date") and August 15, 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 July 14, 2000 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached to the original Schedule TO as Exhibits (a)(1) and (a)(2), respectively. 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. Item 12. Exhibits. -------- (a)(4) Form of Letter to Unit holders dated July 21, 2000 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: July 21, 2000 MP INCOME FUND 11, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 12, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 14, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 15, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 16, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS III, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD GROWTH FUND II, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President 2 ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD PENSION INVESTORS, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INCOME FUND I, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President ACCELERATED HIGH YIELD INCOME FUND II, LTD. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3 By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MP-DEWAAY FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President 3 MACKENZIE PATTERSON SPECIAL FUND 5, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP FALCON GROWTH FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP FALCON FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 5, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 6, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 3, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON, INC. By: /s/ Christine Simpson Christine Simpson, Vice President 4 EXHIBIT INDEX Exhibit Description Page (a)(4) Form of Letter to Unit holders dated July 21, 2000