SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 2
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(Name of Subject Company)
ACCELERATED HIGH YIELD INSTITUTIONAL FUND 1, L.P.;
MACKENZIE FUND VI, LTD.
MACKENZIE SPECIFIED INCOME FUND, L.P.;
MP INCOME FUND 13, LLC;
JDF & ASSOCIATES, LLC
MORAGA GOLD, LLC
STEVEN GOLD
(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 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(925) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
This Amendment No. 2 to Schedule 14D-1 amends the Schedule 14D-1
filed May 8, 1998, as amended on June 5, 1998 (the "Schedule") by Accelerated
High Yield Institutional Fund 1, L.P.; MacKenzie Fund VI, LTD.; Mackenzie
Specified Income Fund, L.P.; MP Income Fund 13, LLC; JDF & Associates, LLC;
Steven Gold and Moraga Gold, LLC (together the "Purchasers"), as set forth
below. Terms not otherwise defined herein have the meanings ascribed to them in
the Schedule and exhibits thereto.
This Amendment No. 2 is the final amendment to the Schedule filed to report
the termination of the Offer and its results. The Offer terminated on June 30,
1998. The Offer did not result in the tender of any Units by Unit holders.
<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 15, 1998
ACCELERATED HIGH YIELD INSTITUTIONAL FUND 1, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE FUND VI, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C, E, Patterson
C.E. Patterson, President
MACKENZIE SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MP INCOME FUND 13, 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
By The David B. Gold Trust, Member
By: /s/ Steven Gold
Steven Gold
<PAGE>
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, Manager
/s/ Steven Gold
Steven Gold
