SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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BRAUVIN REAL ESTATE FUND L.P. 4
(Name of Subject Company)
MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC;
MP DEWAAY FUND, LLC; MORAGA FUND 1, L.P; MORAGA GOLD, LLC; MP INCOME FUND 13,
LLC; STEVEN GOLD and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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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
$477,000 $95.40
* For purposes of calculating the filing fee only. Assumes the purchase
of 4,770 Units at a purchase price equal to $100 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 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
FALCON GROWTH FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; MORAGA FUND 1,
L.P; MORAGA GOLD, LLC; MP INCOME FUND 13, LLC; STEVEN GOLD and PREVIOUSLY OWNED
PARTNERSHIPS INCOME FUND II, L.P. (collectively the "Purchasers") to purchase up
to 4,770 Units of limited partnership interest (the "Units") in BRAUVIN REAL
ESTATE FUND L.P. 4, a Delaware limited partnership (the "Issuer"), the subject
company, at a purchase price equal to $100 per Unit, less the amount of any
distributions declared or made with respect to the Units between June 21, 2001
(the "Offer Date") and July 27, 2001 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 June 21, 2001 (the "Offer to
Purchase") and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the Offer
price would be subject to reduction for distributions made or declared prior to
the Expiration Date. Any distributions made or declared after the Expiration
Date, by the terms of the Offer and as set forth in the Letter of Transmittal,
would be assigned by tendering Unit holders to the Purchasers. MacKenzie
Patterson, Inc. is named as an offeror herein because it is deemed to control
certain of the Purchasers, but it is not otherwise participating in the offer
described in this schedule. The number of Units subject to the Offer will be
reduced to the extent necessary to cause the number of Units purchased in the
offer, when added to the number of all other Units transferred within the 12
months preceding the closing of the offer, would not equal or exceed 50% of the
outstanding Units. Purchase of units in excess of this amount may be prohibited
under its limited partnership agreement.
The Issuer had 9,550 Units issued and outstanding held by approximately
662 Unit holders as of December 31, 2000, according to its annual report on Form
10-K for the year then ended. The Purchasers and their affiliates currently
beneficially own an aggregate of 1,809.75 Units, or approximately 18.95% of the
outstanding Units. The 4,770 Units subject to the Offer constitute approximately
49.9% of the outstanding Units. Accordingly, if all of the Units sought in this
Offer are purchased, the Purchasers and their affiliates would beneficially own
in the aggregate 6,579.75 Units or approximately 68.9% of the outstanding Units.
Consummation of the Offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $477,000 in aggregate purchase price, which
the Purchasers will fund out of their current working capital.
The address of the Issuer's principal executive offices is 30 N. LaSalle Street,
Suite 3100, Chicago, Illinois 60602.
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.
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(a)(1) Offer to Purchase dated June 21, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated June 21, 2001
(a)(4) Advertisement
(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: June 21, 2001
MACKENZIE PATTERSON , INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP VALUE FUND 7, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MORAGA GOLD, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP INCOME FUND 13, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
2
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MORAGA FUND 1, L.P
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
/s/ STEVEN GOLD
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Steven Gold
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated June 21, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated June 21, 2001
(a)(4) Advertisement