JMB INCOME PROPERTIES LTD V
SC TO-T/A, 2000-07-21
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 3
                                       To
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                         JMB INCOME PROPERTIES, LTD. - V
                            (Name of Subject Company)

        MP VALUE FUND 5, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.;
              ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
    ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; MORAGA-DEWAAY FUND, LLC;
      MP FALCON FUND, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON, INC. and
            PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND, L.P.

                                    (Bidders)

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                               Copy to:
C.E. Patterson                                 Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc.                      Derenthal & Dannhauser
1640 School Street                             One Post Street, Suite 575
Moraga, California  94556                      San Francisco, California  94104
(925) 631-9100                                 (415) 981-4844

                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)


[ ]      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:    $354.25
         Form or Registration Number: Schedule TO
         Filing Party: Above Named Bidders
         Date Filed:  May 3, 2000; May 26, 2000; June 16, 2000


[ ]      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]




<PAGE>


                         FINAL AMENDMENT TO TENDER OFFER

     This Tender Offer Statement on Schedule TO relates to the offer by MP VALUE
FUND 5, LLC; MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.;  ACCELERATED  HIGH YIELD
INSTITUTIONAL INVESTORS,  LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.;
MORAGA-DEWAAY  FUND,  LLC; MP FALCON FUND, LLC; MORAGA GOLD, LLC; and PREVIOUSLY
OWNED MORTGAGE PARTNERSHIPS INCOME FUND, L.P. (collectively the "Purchasers") to
purchase up to 15,402 limited partnership  interests (the "Units") in JMB INCOME
PROPERTIES,  LTD. - V, an  Illinois  limited  partnership  (the  "Issuer"),  the
subject  company.  The Offer  terminated on June 30, 2000. The Offer resulted in
the tender by Unit holders,  and acceptance for payment by the Purchasers,  of a
total of 4,661.75 Units.  Upon  completion of the Offer,  the Purchasers held an
aggregate of approximately  5,280.75 Units, or approximately 13.71% of the total
outstanding Units.





<PAGE>



                                   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 21, 2000

MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President

MP VALUE FUND 5, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President

MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President


ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President


ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President

MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President


MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President

MORAGA GOLD, LLC
By Moraga Partners, Inc., Member

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President


                                       2
<PAGE>



PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND, LP
By MacKenzie Patterson, Inc., General Partner

         By:      /s/ C. E. Patterson
                  -------------------
                  C.E. Patterson,  President

MACKENZIE PATTERSON, INC.

By:      /s/ C. E. Patterson
         -------------------
         C.E. Patterson,  President










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