Exhibit (a)(4)
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Participation Units. The Offer is being made solely by the formal Offer to
Purchase forwarded to Unit holders of record and is not being made to, and
tenders will not be accepted from or on behalf of, Unit holders residing in any
jurisdiction in which making or accepting the Offer would violate that
jurisdiction's laws.
NOTICE OF OFFER TO PURCHASE FOR CASH:
Up to 113.2 Units of Limited Partnership Interest of Riverside Park
Associates, LP ("Riverside") at a price of $70,000 per Unit By the affiliates of
MacKenzie Patterson Fuller, LP identified in the Offer
(collectively the "Riverside Purchasers")
and
Up to 3,291 Units of Limited Partnership Interest of Rancon Realty Fund IV,
LP ("Rancon IV") at a price of $815 per Unit by the affiliates of MacKenzie
Patterson Fuller, LP identified in the Offer
(collectively the "Rancon IV Purchasers")
and
Up to 4,195 Units of Limited Partnership Interest of Rancon Realty Fund V,
LP ("Rancon V") at a price of $700 per Unit by the affiliates of MacKenzie
Patterson Fuller, LP identified in the Offer
(collectively the "Rancon V Purchasers")
The Purchasers are offering to purchase for cashi p to 113.2 Units of Limited
Partnership Interest of Riverside ("Riverside Units") at a price of $70,000 per
Unit, up to 3,291 Units of Limited Partnership Interest of Rancon IV ("Rancon IV
Units") at a price of $815 per Unit, and up to 4,195 Units of Limited
Partnership Interest of Rancon V ("Rancon V Units") at a price of $700 per Unit
upon the terms and subject to the conditions set forth in Purchasers' Offers to
Purchase and in the related Letters of Transmittal for each offer (which
together constitute the "Offers" and the "Tender Offer Documents").
Collectively, the Riverside, Rancon IV, and Rancon V Units may be referred to as
the "Units" and Riverside, Rancon IV, and Rancon V may be referred to as the
"Companies" and the Purchasers for each Offer referred to as the "Purchasers."
THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON DECEMBER
14, 2007, UNLESS AN OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the Purchasers'
existing working capital. The Offers is not made for the purpose of acquiring or
influencing control of the business of the Companies. The Offers will expire at
11:59 p.m., Pacific Time on December 14, 2007, unless and until Purchasers, in
their sole discretion, shall have extended the period of time for which an Offer
is open (such date and time, as extended the "Expiration Date"). The Purchasers
will not provide a subsequent offering periods following the Expiration Date. If
Purchasers make a material change in the terms of an Offer, or if they waive a
material condition to an Offer, Purchasers will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(c) and
14d-6(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The minimum period during which an Offer must remain open following any
material change in the terms of an Offer, other than a change in price or a
change in percentage of securities sought or a change in any dealer's soliciting
fee, will depend upon the facts and circumstances including the materiality of
the change with respect to a change in price or, subject to certain limitations,
a change in the percentage of securities ought or a change in any dealer's
soliciting fee. A minimum of ten business days from the date of such change is
generally required to allow for adequate dissemination to Unit holders.
Accordingly, if prior to the Expiration Date, Purchasers increase (other than
increases of not more than two percent of the outstanding Units) or decrease the
number of Units being sought, or increase or decrease the consideration offered
pursuant to an Offer, and if an Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from the date that notice of
such increase or decrease is first published, sent or given to Unit holders, an
Offer will be extended at least until the expiration of such ten business days.
For purposes of the Offers, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through midnight, Pacific Time. In all cases payment for the Units
purchased pursuant to the Offers will be made only after timely receipt of the
Letters of Transmittal (or facsimiles thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by such Letters of Transmittal. Tenders of Units made pursuant to the
Offers are irrevocable, except that Unit holders who tender their Units in
response to the Offers will have the right to withdraw their tendered Units at
any time prior to the Expiration Date by sending to MacKenzie Patterson Fuller,
LP a written or facsimile transmission notice of withdrawal identifying the name
of the person who tendered Units to be withdrawn, signed by the same persons and
in the same manner as the Letter of Transmittal tendering the Units to be
withdrawn. In addition, tendered Units may be withdrawn at any time on or after
January 1, 2008, unless the tender has theretofore been accepted for payment as
provided above. If tendering Unit holders tender more than the number of Units
that Purchasers seek to purchase pursuant to the Offer for those Units,
Purchasers will take into account the number of Units so tendered and take up
and pay for as nearly as may be pro rata, disregarding fractions, according to
the number of Units tendered by each tendering Unit holder during the period
during which that Offer remains open. The terms of the Offers are more fully set
forth in the formal Tender Offer Documents which are available from Purchasers
at the Purchasers' expense. The Offers contain terms and conditions and the
information required by Rule 14d-6(d)(1) under the Exchange Act which are
incorporated herein by reference. The Tender Offer Documents contain important
information which should be read carefully before any decision is made with
respect to the Offers.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. A request has been made to the Companies pursuant to Rule
14d-5 under the Exchange Act for the use of its list of Unit holders for the
purpose of disseminating the Offers to Unit holders. Upon compliance by the
Companies with such request, the Tender Offer Documents and, if required, other
relevant materials will be mailed at the Purchasers' expense to record holders
of Units, brokers, banks and similar persons whose names appear or whose nominee
appears on the list of securities holders, or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units. For Copies of the Tender Offer
Documents, Call Purchasers at 1-800-854-8357, Make a Written Request Addressed
to 1640 School Street, Moraga, California 94556, email to offers@mpfi.com, or
visit our website at www.mpfi.com (click on MPF Tenders).
November 2, 2007