SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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)
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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) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
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This Amendment No. 2 to Schedule 14D-1 amends Schedule 14D-1 filed July 31,
1998, as amended August 31, 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, Moraga Gold, LLC and
Stephen Gold (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 September
30, 1998. The Offer resulted in the tender of 63 Units by Unit holders.
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<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: October 16, 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
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, Manager
/s/ Steven Gold
Steven Gold
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