SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 3
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-------------------
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)
-----------------------
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.
[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: $1,600
Form or Registration Number: Schedule TO-T and Schedule TO-T/A
Filing Party: Above Bidders
Date Filed: December 27, 2001, January 25, 2002, February 8, 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This final amendment to 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; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD 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"), the subject company. The Offer terminated on March 18, 2002. The
Offer resulted in the tender by Unit holders, and acceptance for payment by the
Purchasers, of a total of 5,600 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 28,633 Units, or approximately
5.7% of the total outstanding Units.
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: March 20, 2002
MACKENZIE PATTERSON , INC.
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 6, LLC
By MacKenzie Patterson, Inc., Manager
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
MP INCOME FUND 17, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
MP INCOME FUND 18, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
2
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
3