Exhibit (a)(4)
[Published November 15, 2002 in Investors Business Daily]
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Units. The Offer is being made solely by the formal Offer to Purchase
forwarded to Unitholders of record and is not being made to, nor will tenders be
accepted from or on behalf of, Unitholders residing in any jurisdiction in which
making or accepting the Offer would violate that jurisdiction's laws. In those
jurisdictions where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Purchaser only by one or more registered dealers licensed under the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH UP TO 10
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
AT
$102,000 PER UNIT
by
MP VALUE FUND 7, LLC; MP INCOME FUND 19, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC. (the "Purchasers")
The Purchasers are offering to purchase for cash up to 10 Units of Limited
Partnership Interest of SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP ("Units")
at $102,000 per Unit upon the terms and subject to the conditions set forth in
Purchasers' Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Offer" and the "Tender Offer Documents").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, PACIFIC
DAYLIGHT TIME, ON DECEMBER 31, 2002, UNLESS THE OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the existing
working capital of the Purchasers. The Offer will expire at 12:00 midnight,
Pacific Standard Time on December 31, 2002, unless and until Purchasers, in
their sole discretion, shall have extended the period of time for which the
Offer is open (such date and time, as extended the "Expiration Date"). If
Purchasers make a material change in the terms of the Offer, or if it waives a
material condition to the Offer, Purchasers will extend the Offer and
disseminate additional tender offer materials to the extent required by Rules
14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The minimum period during which an offer must remain open
following any material change in the terms of the Offer, other than a change in
price or a change in percentage of securities sought or a change in any dealer's
soliciting fee, will depend upon the facts and circumstances including the
materiality of the change with respect to a change in price or, subject to
certain limitations, a change in the percentage of securities sought or a change
in any dealer's soliciting fee. A minimum of ten business days from the date of
such change is generally required to allow for adequate dissemination to
Unitholders. Accordingly, if prior to the Expiration Date, Purchasers increase
(other than increases of not more than two percent of the outstanding Units) or
decreases the number of Units being sought, or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
the date that notice of such increase or decrease is first published, sent or
given to Unitholders, the Offer will be extended at least until the expiration
of such ten business days. For purposes of the Offer, a "business day" means any
day other than a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Pacific Standard Time. In all
cases payment for the Units purchased pursuant to the Offer will be made only
after timely receipt of the Letters of Transmittal (or facsimiles thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offer are irrevocable, except that
Unitholders who tender their Units in response to the Offer will have the right
to withdraw their tendered Units at any time prior to the Expiration Date by
sending a written or facsimile transmission notice of withdrawal to Purchasers
specifying the name of the person who tendered the Units to be withdrawn. In
addition, tendered Units may be withdrawn at any time on or after January 14,
2003, unless the tender has theretofore been accepted for payment as provided
above. If tendering Unitholders tender more than the number of Units that
Purchasers seek to purchase pursuant to the Offer, Purchasers will take into
account the number of Units so tendered and take up and pay for as nearly as may
be pro rata, disregarding fractions, according to the number of Units tendered
by each tendering Unitholder during the period during which the Offer remains
open. The terms of the Offer are more fully set forth in the formal Tender Offer
Documents which are available from Purchasers. The Offer contains terms and
conditions and the information required by Rule 14d-6(e)(1)(vii) under the
Exchange Act which are incorporated herein by reference.
The Tender Offer Documents contain important information which should be
read carefully before any decision is made with respect to the Offer. The Tender
Offer Documents may be obtained by written request to Purchasers or as set forth
below. A request has been made to the issuer pursuant to Rule 14d-5 under the
Exchange Act for the use of its list of Unit holders for the purpose of
disseminating the Offer to Unit holders. Upon compliance by the issuer with such
request, the Tender Offer Documents and, if required, other relevant materials
will be mailed to record holders of Units or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units.
For Copies of the Tender Offer Documents Call Purchasers at
1-800-854-8357 or Make a Written Request Addressed to MacKenzie Patterson, Inc.,
1640 School Street, Moraga, California 94556 Facsimile: (925) 376-7983, E-Mail
Address: offers@mackpatt.com
November 15, 2002
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