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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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
(Name of Subject Company)
MACKENZIE PATTERSON, INC.; MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP
FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND
17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
(Bidders)
ASSIGNEE 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
$1,500,000 $300
* For purposes of calculating the filing fee only. Assumes the purchase
of 100,000 Units at a purchase price equal to $15 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
MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; MP VALUE FUND 6, LLC; MP
FALCON FUND, LLC; MP DEWAAY FUND, LLC; MP INCOME FUND 18, LLC; MP INCOME FUND
17, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P. (collectively
the "Purchasers") to purchase up to 100,000 Units of limited partnership
interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Issuer"), the subject company, at a purchase
price equal to $15 per Unit, less the amount of any distributions declared or
made with respect to the Units between December 27, 2001 (the "Offer Date") and
February 11, 2002 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 December 27, 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 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 the Partnership's limited partnership
agreement.
Tender of Units will include the tender of any and all securities into
which the Units may be converted or exchanged, and any securities distributed
with respect to the Units from and after the Offer Date.
The Issuer had 500,000 Units issued and outstanding held by
approximately 475 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 23,033 Units, or approximately 4.6%
of the outstanding Units. The 100,000 Units subject to the Offer constitute
approximately 20% 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 123,033 Units or approximately 24.6% of the
outstanding Units. Consummation of the Offer, if all Units sought are tendered,
would require payment by the Purchasers of up to $1,500,000 in aggregate
purchase price, which the Purchasers intend to fund out of their current working
capital.
The address of the Issuer's principal executive offices is 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.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated December 27, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated December 27, 2001
(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: December 27, 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
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP VALUE FUND 6, 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
MP INCOME FUND 17, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP INCOME FUND 18, 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
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated December 27, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated December 27, 2001