SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
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-NY 2005, LLC; MORAGA GOLD, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 22,
LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MP INCOME FUND 12, LLC; MPF
ACQUISITION CO. 3, LLC; MPF DEWAAY FUND 4, LLC; MPF FLAGSHIP FUND 11,
LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC;
MACKENZIE SPECIFIED INCOME FUND; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., LP; REAL ESTATE SECURITIES FUND 83, LP;
AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP MacKenzie Patterson Fuller, LP
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
Initial: $2,890,000 $ 309.23
Additional: 340,000 $ 36.38
New Total: $3,230,000 $ 345.61
* For purposes of calculating the filing fee only. Assumes the purchase
of 85,000 Units at a purchase price equal to $38 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: $ 309.23, $36.38
Form or Registration Number: SC TO-T, SC TO-T/A
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: NOVEMBER 30, 2005, DECEMBER 21, 2005
[ ] 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 Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2005, LLC; MORAGA GOLD, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 22,
LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MP INCOME FUND 12, LLC; MPF
ACQUISITION CO. 3, LLC; MPF DEWAAY FUND 4, LLC; MPF FLAGSHIP FUND 11, LLC; MPF
BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE SPECIFIED
INCOME FUND; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., LP; REAL ESTATE
SECURITIES FUND 83, LP; AND MACKENZIE PATTERSON FULLER, LP. (collectively the
"Purchasers") to purchase 85,000 Units of limited partnership interest (the
"Units") in Secured Income L.P. (the "Partnership"), the subject company, at a
purchase price equal to $34 per Unit, less the amount of any distributions
declared or made with respect to the Units between November 30, 2005 (the "Offer
Date") and the Expiration Date, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 30, 2005 (the "Offer to Purchase")
and the related Letter of Transmittal.
The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 13,418 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 139,720 Units, or approximately
14.2% of the total outstanding Units. These shares were allocated among the
Purchasers as follows:
MPF-NY 2005, LLC, 1,342 UNITS; MORAGA GOLD, LLC, 400 UNITS; MP INCOME FUND 16,
LLC, 1,830 UNITS; MPF INCOME FUND 22, LLC, 4,800 UNITS; MACKENZIE PATTERSON
SPECIAL FUND 7, LLC, 2,500 UNITS; MP INCOME FUND 12, LLC, 2,546 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: February 2, 2006
MPF-NY 2005, LLC; MORAGA GOLD, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 22,
LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MP INCOME FUND 12, LLC; MPF
ACQUISITION CO. 3, LLC; MPF DEWAAY FUND 4, LLC; MPF FLAGSHIP FUND 11, LLC; MPF
BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE SPECIFIED
INCOME FUND; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., LP; REAL ESTATE
SECURITIES FUND 83, LP; AND MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President