Exhibit (a)(6)
SUPPLEMENT TO OFFER TO PURCHASE
DATE: February 8, 2002
TO: UNIT HOLDERS OF BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the Offer to Purchase and related Letters of
Transmittal previously sent to you (the "Offer"), 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. (collectively the
"Purchasers") are offering to purchase all of the Units of limited partnership
interest (the "Units") in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Partnership"). The Purchasers have increased
the offered purchase price to:
$16 per Unit
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP without
the usual transaction costs associated with market sales or partnership transfer
fees. In considering selling your interest in the Partnership, please also
review the following facts:
o In the most recent quarterly report, the General Partners stated
that they are continuing to evaluate refinancing and disposition
strategies available to the Partnership, due to the maturity of its
debt in June of 2002. There is no guarantee that the Partnership
will be able to dispose or refinance the properties prior to the
maturity of its debt.
o The Partnership Agreement states, "The Partnership will terminate
on December 31, 2037, unless the Partnership is sooner dissolved in
accordance with the provisions of the Partnership Agreement." If
the Partnership is successful in refinancing the properties, there
is a possibility that the life of the Partnership could be extended
indefinitely within that maximum term. Our offer price provides you
with the opportunity to receive a definite amount of money for your
Units in a specified time period.
o In a letter sent out to Investors, dated January 10, 2002, the
General Partner stated the estimated value per Unit to be
approximately $21 as of December 31, 2000. This estimated value was
based on an assumed orderly liquidation of the Partnership's assets
and does not take into account the lack of liquidity of your Units
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themselves. Furthermore, the General Partner did not make any
estimate of the possible length of time before this estimated value
of the Units might actually be realized and any liquidation
proceeds could actually be paid to Unit holders.
The Offer has been extended and will now expire on March 18, 2002. The maximum
number of Units sought in the Offer has been increased to all outstanding Units
and the price has been increased to $16 per Unit. 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. The Purchasers and their
affiliates have adequate financial resources to satisfy all of their obligations
under the offer. 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 . . ." In the
event the Purchasers receive valid tenders of Units in excess of 45% of the
outstanding Units prior to the Expiration Date, they will contact the
Partnership to determine whether the Partnership intends to invoke the foregoing
limitation on transfer. If the Partnership does intend to limit transfers
pursuant to this provision, the Purchasers will amend their offer appropriately
and provide a minimum of ten business days prior to the Expiration Date.
The Purchasers' objectives in making the offer remain unchanged. The Purchasers
are acquiring the Units pursuant to the Offer solely for investment purposes.
The Purchasers have no present intention to seek control of the Partnership or
to change the management or operations of the Partnership. A total of 2,800
Units have been tendered to the Purchasers as of the date hereof and not
withdrawn. Based on the response to the offer to date and all of the
circumstances of the offer, the Purchasers do not believe that the potential
effects of the offer have been changed in any material respect from those
disclosed in the original offer materials. Notwithstanding the foregoing, the
Purchasers will purchase all Units tendered into the offer, subject to the
conditions provided in the offer, including the potential limitations on
transfer described above.
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 red 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) March 18, 2002
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