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, LP
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
Flagship Fund 9, LLC; MP Income Fund 16, LLC; MacKenzie Patterson Special Fund
7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield
Institutional Investors, Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MP Falcon Fund, LLC; MPF ePlanning Opportunity Fund, LP; 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)
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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
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$1,771,864 $54.40
* For purposes of calculating the filing fee only. Assumes the purchase of
196,873.8 Units at a purchase price equal to $9.00 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: $54.40
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: July 6, 2007
|_| 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 June 1, 2007, as amended, 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-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
Flagship Fund 9, LLC; MP Income Fund 16, LLC; MacKenzie Patterson Special Fund
7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield
Institutional Investors, Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MP Falcon Fund, LLC; MPF ePlanning Opportunity Fund, LP; and Real Estate
Securities Fund 1983, LP (collectively the "Purchasers") to purchase up to
196,873.8 Units of limited partnership interest (the "Units") in Secured Income,
LP (the "Partnership"), the subject company, at a purchase price equal to $9 per
Unit, less the amount of any distributions declared or made with respect to the
Units between June 1, 2007 (the "Offer Date") and July 26, 2007 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 June 1,
2007 (the "Offer to Purchase") and the related Letter of Transmittal.
The Purchasers have amended the Offer to extend the Expiration Date to August
17, 2007.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated June 1, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 1, 2007*
(a)(4) Form of Letter to Unit holders dated July 6, 2007**
(a)(5) Form of Press Release**
(a)(6) Form of Letter to Unit holders dated July 27, 2007
(a)(7) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 1, 2007.
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on July 6, 2007.
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: July 27, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Income Fund 22, LLC; MPF
Flagship Fund 9, LLC; MP Income Fund 16, LLC; MacKenzie Patterson Special Fund
7, LLC; MacKenzie Patterson Special Fund 5, LLC; Accelerated High Yield
Institutional Investors, Ltd.; MPF Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MP Falcon Fund, LLC; MPF ePlanning Opportunity Fund, LP; Real Estate
Securities Fund 1983, 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
EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated June 1, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 1, 2007*
(a)(4) Form of Letter to Unit holders dated July 6, 2007**
(a)(5) Form of Press Release**
(a)(6) Form of Letter to Unit holders dated July 27, 2007
(a)(7) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 1, 2007.
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on July 6, 2007.