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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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)
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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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,386,180 $277.24
* For purposes of calculating the filing fee only. Assumes the purchase
of 15,402 Units at a purchase price equal to $90 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: $354.25
Form or Registration Number: Schedule TO
Filing Party: Above Named Bidders
Date Filed: May 3, 2000; May 26, 2000
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[ ] 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: [ ]
<PAGE>
The Schedule TO filed as of May 3, 2000 by the above-named bidders, and amended
as of May 26, 2000, is hereby further 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 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. Mackenzie Patterson, Inc. is named as an
offeror herein because it is deemed to control the Purchasers, but it is not
otherwise participating in the offer described in this schedule. The Purchasers
are hereby extending the Expiration Date for the Offer to June 30, 2000 and are
reducing the purchase price they are offering to equal $90 per Unit, less the
amount of any distributions declared or made with respect to the Units between
May 3, 2000 and June 30, 2000, or such other date to which this Offer may be
extended (the "Expiration Date"), Except as so amended, the Offer remains
subject to the terms and conditions set forth in the Offer to Purchase dated May
3, 2000 (the "Offer to Purchase") and the related Letter of Transmittal. As of
June 14, 2000, approximately 2,800 Units had been tendered to the bidders by
security holders and not withdrawn.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement, except as otherwise set forth
below.
Item 12. Exhibits.
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(a)(7) Form of Letter to Unitholders dated June 16, 2000
(a)(8) Press Release
(b)-(h) Not applicable.
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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: June 16, 2000
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MP VALUE FUND 5, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MORAGA GOLD, LLC
By Moraga Partners, Inc., Member
By: /s/ C. E. Patterson
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C.E. Patterson, President
2
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PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND, LP
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
MACKENZIE PATTERSON, INC.
By: /s/ C. E. Patterson
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C.E. Patterson, President
3
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EXHIBIT INDEX
Exhibit Description Page
(a)(7) Form of Letter to Unit holders dated June 16, 2000
(a)(8) Press Release
