SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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SECURED INCOME L.P.
(Name of Subject Company)
MPF FLAGSHIP FUND 9, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, LTD., L.P.; MPF SPECIAL FUND 8, LLC; MACKENZIE SPECIFIED
INCOME FUND, L.P.; MP VALUE FUND 6, LLC; MP FALCON GROWTH 2, LLC;
MP FALCON FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF-NY 2005, LLC;
MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
813901105
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc.
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(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
$6,800,000 $800.36
* For purposes of calculating the filing fee only. Assumes the purchase
of 200,000 Units at a purchase price equal to $34.00
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:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF FLAGSHIP FUND 9, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.,
L.P.; MPF SPECIAL FUND 8, LLC; MACKENZIE SPECIFIED INCOME FUND, L.P.; MP VALUE
FUND 6, LLC; MP FALCON GROWTH 2, LLC; MP FALCON FUND, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL FUND, LTD., L.P.; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD,
LLC; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the
"Purchasers") to purchase up to 200,000 Units of limited partnership interest
(the "Units") in Secured Income L.P., a Delaware limited partnership (the
"Partnership"), the subject company, at a purchase price equal to $34.00 per
Unit, less the amount of any distributions declared or made with respect to the
Units between March 7, 2005 (the "Offer Date") and April 7, 2005 or such other
date to which this Offer may be extended (the "Expiration Date"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated March 7,
2005 (the "Offer to Purchase") and the related Letter of Transmittal, copies of
which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted
above, the Offer price would be subject to reduction for distributions made or
declared prior to the Expiration Date. Any distributions made or declared after
the Expiration Date, by the terms of the Offer and as set forth in the Letter of
Transmittal, would be assigned by tendering Unit holders to the Purchasers. C.E.
Patterson is named as a "bidder" herein because each is deemed to control the
Purchasers, but is not otherwise participating in the offer described in this
schedule.
In the event of a price reduction resulting from a Partnership
distribution declared or made after the Offer Date and before the Expiration
Date, as described above, the Purchasers will file an amendment to this Schedule
TO reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.
The Partnership had 971 holders of record owning an aggregate of
984,369 Units as of December 31, 2003, according to its annual report on Form
10-K for the year ending December 31, 2003. The Purchasers and their affiliates
currently beneficially own a total of 80,132 Units, or approximately 8.14% of
the outstanding Units. The 200,000 Units subject to the Offer constitute 20.3%
of the outstanding Units. Consummation of the Offer, if all Units sought are
tendered, would require payment by the Purchasers of up to $6,800,000 in
aggregate purchase price, which the Purchasers intend to fund out of their
current working capital.
The address of the Partnership's principal executive offices is 599 W.
Putnam Avenue, Greenwich, Connecticut 06830, and its phone number is (203)
869-0900.
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)(1) Offer to Purchase dated March 7, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 7, 2005
(b)- (h) Not applicable.
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 7, 2005
MPF FLAGSHIP FUND 9, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.
MPF SPECIAL FUND 8, LLC
MACKENZIE SPECIFIED INCOME FUND, L.P.
MP VALUE FUND 6, LLC
MP FALCON GROWTH 2, LLC
MP FALCON FUND, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.
MPF ACQUISITION CO. 3, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC
By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above
Filing Persons
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
C.E. PATTERSON
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/s/ C.E. Patterson
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated March 7, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 7, 2005