SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
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; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD 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
$8,000,000 $1,600
* For purposes of calculating the filing fee only. Assumes the purchase
of 500,000 Units at a purchase price equal to $16 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: $1,500
Form or Registration Number: Schedule TO-T and Schedule TO-T/A
Filing Party: Above Bidders
Date Filed: December 27, 2001 and January 25, 2002
[ ] 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
The Tender Offer Statement on Schedule TO filed Decmber 27, 2001 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 Units of limited partnership interest (the
"Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Issuer"), is hereby amended as set forth below. Except as
amended hereby, all of the terms of the Offer and all disclosure set forth in
the Schedule previously filed remain unchanged.
The Expiration Date has been extended from February 25, 2002 to March
18, 2002. In addition, the purchase price has been increased to $16 per Unit,
less the amount of any distributions declared or made with respect to the Units
between the Offer Date and the Expiration Date. As a result, consummation by the
Purchasers of the acquisition of all outstanding Units would require total
purchase consideration in the amount of $8 million. In the event the Partnership
invokes limitations on transfer under its limited partnership agreement, the
offer may be limited to the maximum number of Units which may be acquired in
compliance with the Issuer's limited partnership agreement. In particular,
according to the Issuer, "The Partnership Agreement imposes certain limitations
on the transfer of Units and may restrict, delay or prohibit a transfer
primarily if (among other things) . . . the transfer of Units would result in
50% or more of all Units having been transferred by assignment or otherwise
within a 12-month period . ."
An additional Purchaser, ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD. ("AHY") has been added to the group of purchasers. AHY is a Florida limited
partnership of which MacKenzie Patterson, Inc. is the general partner. It is
engaged in the same real estate investment activities as the other Purchasers,
and has total assets and total net assets in excess of $1 million as of the date
hereof.
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)(6) Supplement to Offer to Purchase dated February 8, 2002
(a)(7) Press Release
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: February 8, 2002
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
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
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)(6) Supplement to Offer to Purchase dated February 8, 2002
(a)(7) Press Release