SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
SECURED INCOME, LP
(Name of Subject Company)
MPF DEWAAY PREMIER FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF FLAGSHIP FUND
9, LLC; MPF-NY 2006, LLC; STEVE GOLD; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
MACKENZIE PATTERSON SPECIAL FUND 5, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, LTD; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 6, LLC; MPF ACQUISITION
CO. 3, LLC; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MP INCOME FUND
12, LLC; MP INCOME FUND 14, LLC; MP INCOME FUND 16, LLC; MPF SENIOR NOTE PROGRAM
I, LP; MPF FLAGSHIP FUND 11, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE
FUND II, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 5, LLC; REAL ESTATE
SECURITIES FUND 1983, 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)
_______________________
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
$5,912,543 $632.64
* For purposes of calculating the filing fee only. Assumes the purchase of
844,649 Units at a purchase price equal to $7 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: 632.64
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: August 16, 2006
[ ] 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: [ ]
The Schedule TO filed as of August 16, 2006 by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF DeWaay Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9,
LLC; MPF-NY 2006, LLC; Steve Gold; MacKenzie Patterson Special Fund 7, LLC;
MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield Institutional
Investors, Ltd; MPF Special Fund 8, LLC; MP Value Fund 6, LLC; MPF Acquisition
Co. 3, LLC; MP Falcon Fund, LLC; MP Falcon Growth Fund 2, LLC; MP Income Fund
12, LLC; MP Income Fund 14, LLC; MP Income Fund 16, LLC; MPF Senior Note Program
I, LP; MPF Flagship Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge
Fund II, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; and Real Estate
Securities Fund 1983, LP (collectively the "Purchasers") to purchase all Units
of limited partnership interest (the "Units") in Secured Income, LP (the
"Partnership"), the subject company, not already held by purchasers and their
affiliates at a purchase price equal to $7 per Unit, less the amount of any
distributions declared or made with respect to the Units between August 16, 2006
(the "Offer Date") and September 18, 2006 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 August 16, 2006 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Purchasers have extended the Expiration Date to October 6, 2006, less the
amount of any distributions declared or made with respect to the Units between
the Offer Date and the Expiration Date. As of the date hereof, a total of 1,000
Units have been tendered by unitholders and not withdrawn. No other Units have
been tendered to date.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated August 16, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated August 16, 2006*
(a)(4) Supplemental Letter to Unitholders dated September 19, 2006
(a)(5) Form of Press Release
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on August 16, 2006.
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: September 19, 2006
MPF DeWaay Premier Fund 2, LLC; MPF Income Fund 22, LLC; MPF Flagship Fund 9,
LLC; MPF-NY 2006, LLC; MacKenzie Patterson Special Fund 7, LLC; MacKenzie
Patterson Special Fund 5, LLC; Accelerated High Yield Institutional Investors,
Ltd; MPF Special Fund 8, LLC; MP Value Fund 6, LLC; MPF Acquisition Co. 3, LLC;
MP Falcon Fund, LLC; MP Falcon Growth Fund 2, LLC; MP Income Fund 12, LLC; MP
Income Fund 14, LLC; MP Income Fund 16, LLC; MPF Senior Note Program I, LP; MPF
Flagship Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC;
MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; Real Estate Securities Fund
1983, LP
By: /s/ Chip Patterson
------------------------------------
Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
------------------------------------
Chip Patterson, Senior Vice President
STEVEN GOLD
/s/ Steven Gold
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated August 16, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated August 16, 2006*
(a)(4) Supplemental Letter to Unitholders dated September 19, 2006
(a)(5) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on August 16, 2006.