Exhibit (a)(5)
October 5, 2004
TO: UNIT HOLDERS OF SECURED INCOME L.P.
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
We are amending the Offer to Purchase and related Letters of Transmittal sent to
you on September 22, 2004 (the "Offer"), which was made by MP FALCON GROWTH 2,
LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 2, LLC; MP INCOME FUND 18, LLC;
MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, L.P.; MACKENZIE SPECIFIED INCOME FUND, L.P.; MACKENZIE PATTERSON
SPECIAL FUND 5, LLC; MP INCOME FUND 16, LLC (collectively the "Purchasers"). The
Purchasers are offering to purchase up to 100,000 Units of limited partnership
interest (the "Units") in SECURED INCOME L.P., a Delaware limited partnership
(the "Partnership"). As amended, the Offer Price is now equal to:
$30.00 per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in SECURED INCOME L.P. without the usual transaction costs
associated with market sales or partnership transfer fees.
The Purchasers are increasing the Offer Price by amending the Offer, as noted
above, by extending the Expiration Date to November 2, 2004, and by making the
following additional disclosures:
o The Partnership Agreement prohibits the transfer of more than 50% of
the Units in any 12-month period. This will not affect the tender of
your Units under our Offer because, subject to the terms of the Offer,
we will pay you for the Units upon confirmation that the general
partner will recognize the change of address for distributions and
correspondence on the Units, and, under the terms of the Letter of
Transmittal, we will take a power of attorney over your Units that will
permit us to change the address to which distributions are sent. We
will then wait to transfer the Units you tender until the Partnership
can effect the transfer of record title in accordance with the
Partnership Agreement.
o Our initial valuation of the Units in the Partnership was based in part
upon the capitalization of net operating income of the Partnership.
Additional quantitative detail of our original Estimated Liquidation
Value is given below:
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Gross valuation of partnership $63,956,629
properties
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Less: Selling Costs at 1.5% (959,349)
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Plus: Net Current 5,050,176
Assets
-------------------------------------------- ----------------
Less: Mortgage debt, including accrued (40,548,287)
interest
-------------------------------------------- ----------------
Estimated net valuation of your $27,499,168
partnership
-------------------------------------------- ----------------
Percentage of estimated net valuation
allocated to holders of units 99%
-------------------------------------------- ----------------
Estimated net valuation of $27,224,176
units
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Total number of 984,369
units
-------------------------------------------- ----------------
Estimated valuation per $27.66
unit
-------------------------------------------- ----------------
o However, since the date of our original Offer, the Partnership has
announced that it has received an offer for one of the Partnership's
properties, the Westmont property, for $60,000,000, which substantially
exceeds the estimated value we reached based upon a capitalization of
its NOI. Thus, the Purchasers have increased their offer to $30.00 per
Unit based upon this new information. Details on our revised analysis
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of the Estimated Valuation per Unit based upon this information is
given below:
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Gross NOI valuation of Fieldpointe
Apartments $15,714,286
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Valuation of Westmont based upon offer 60,000,000
-------------------------------------------- ----------------
Gross Valuation of Partnership's
Properties based upon above 75,714,286
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Less: Selling Costs at 1.5% (1,135,714)
-------------------------------------------- ----------------
Plus: Net Current 5,050,176
Assets
-------------------------------------------- ----------------
Less: Mortgage debt, including accrued (40,548,287)
interest
-------------------------------------------- ----------------
Estimated net valuation of your $39,080,460
partnership
-------------------------------------------- ----------------
Percentage of estimated net valuation
allocated to holders of units 99%
-------------------------------------------- ----------------
Estimated net valuation of $38,689,656
units
-------------------------------------------- ----------------
Total number of 984,369
units
-------------------------------------------- ----------------
Estimated valuation per $39.30
unit
-------------------------------------------- ----------------
o In our Offer, we mentioned that if proration is necessary, further
adjustment may be necessary if as a result of proration any tendering
Unitholder would end up owning fewer than 250 Units (or 100 in the case
of an IRA, Keogh Plan or other qualified plan). The process will
function as follows: (1) if proration is required, we will first
determine the percentage of each Unitholders' tendered Units that we
can accept to reach the maximum of 100,000 Units; then (2) we will
determine if acceptance of such a pro rata share from any Unitholder
would result in the Unitholder owning fewer than the minimum number of
Units allowed under the Partnership Agreement; then (3) we will reject
the tender of any such Unitholder's units.
o With respect to the Conditions to the Offer set forth in Section 13, if
we waive a certain condition for one tendering Unitholder, we will
waive that condition for all Unitholders tendering Units. Another
condition to our acceptance of Units relates to other tender offers, as
set forth in Section 13(e). This condition does not apply to the offers
by AIMCO and the general partner which have been publicly disseminated
as of the date of this letter.
After carefully reading the Offer as amended, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on green
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 Fuller, Inc.,
1640 School Street
Moraga, California 94556
http://www.mpfi.com
Facsimile: (925) 631-9119
If you have previously tendered your Units to WEST PUTNAM HOUSING INVESTORS III
LLC (the "General Partner Affiliate") pursuant to its Tender Offer dated
September 30, 2004, you may withdraw your Units from that offer and tender your
Units pursuant to this Offer. We have enclosed a notice of withdrawal that you
may use to revoke your tender to the General Partner Affiliate.
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) November 2, 2004
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