================================================================================ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Meridian Healthcare Growth and Income Fund Limited Partnership (Name of Registrant as Specified in Its Charter) MACKENZIE PATTERSON FULLER, INC. AND C. E. PATTERSON (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ================================================================================ June 21, 2005 TO: UNIT HOLDERS OF MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP SUBJECT: UPCOMING CONSENT SOLICITATION REGARDING SALE OF PARTNERSHIP'S PROPERTIES Dear Unit Holder: We are writing you to let you know that the general partner of the Partnership is sending you a package soliciting your vote in favor of the sale of the Partnership's properties, liquidating the Partnership, and amending the Limited Partnership Agreement. Please do not provide your consent prior to receiving our proxy materials! We will be sending you proxy materials requesting that you grant us a proxy to vote against the sale of the properties and against the amendment to the Limited Partnership Agreement (or, alternatively, that you vote against the solicitation yourself). We believe that the Partnership can sell its properties for far more than the current sale price, and we have retained a national senior living brokerage company that agrees that the sale price could be substantially higher. However, the general partner has agreed to sell the properties for only $50,000,000 without active marketing of the properties! In our experience, active marketing through a national brokerage firm almost always results in significantly higher sales prices. This is especially true in today's competitive market for income-producing properties. We believe the general partner is leaving a substantial amount of your and our money on the table! As you know, we and our affiliates recently completed a tender offer for your Units, putting our money where our mouth is! We offered to purchase your Units for the $20 per Unit that the general partner projected you would receive from the sale of the properties at this price. Thus, we believe that your interest as a Unitholder is aligned with ours, because we are now owners of 124,629 Units, approximately 8% of the Partnership! We expect to mail our proxy materials shortly after the General Partner mails its consent solicitation to you, so please wait to act on the general partner's solicitation until you receive our materials and have time to review them and consider our position. Thank you. If you have any questions, please contact Chris Simpson at the number or email below. MacKenzie Patterson Fuller, Inc., 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 (800) 854-8357 chris@mpfi.com