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
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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)
-----------------------
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)
<PAGE>
CUSIP NO. None 14D-1 Page 2 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL FUND 1, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 313
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1.74%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page 3 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE FUND VI, LTD.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 313
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1.74%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page 4 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA GOLD, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 313
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1.74%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 5 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
JDF & ASSOCIATES, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Texas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 6 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
STEVEN GOLD
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. None 14D-1 Page 7 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE SPECIFIED INCOME FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 313
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1.74%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page 8 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP INCOME FUND 13, LLC.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 313
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1.74%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
The Schedule 14D-1 filed by the above Bidders as of July 31, 1998 is hereby
amended as set forth herein.
Item 1. Security and Subject Company.
(a) This Schedule relates to limited partnership interests (the
"Units") of Carlyle Real Estate Limited Partnership - VII (the "Issuer"), the
subject company. The address of the Issuer's principal executive offices is: 900
N. Michigan Avenue, Chicago, Illinois 60611.
(b) This Schedule relates to the offer 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"), to purchase any and all Units. The
offer was initially to purchase for cash at a price equal to $30 per Unit less
the amount of any distributions made or declared with respect to the Units
between July 31, 1998 and August 31, 1998, or such later date to which the
Purchasers may extend the offer. By this amendment, the Purchasers have extended
the Expiration Date for the Offer to September 30, 1998 and have increased the
purchase price to $37.50 per Unit, less the amount of any distributions made or
declared with respect to the Units between July 31, 1998 and September 30, 1998,
or such later date to which the Purchasers may further extend the offer. Except
for the extension of the Expiration Date and the increase in the purchase price,
the Offer is made upon the same terms and subject to the same conditions as set
forth in the Offer to Purchase dated July 31, 1998 (the "Offer to Purchase") and
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively. The Issuer had 18,005 Units
outstanding as of December 31, 1997, according to its annual report on Form 10-K
for the year then ended.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information
Concerning the Purchasers" and Schedule I in the Offer to Purchase is
incorporated herein by reference. During the last five years, neither the
Purchasers nor, to the best of the knowledge of the Purchasers, any person named
on Schedule I to the Offer to Purchaser nor any affiliate of the Purchasers (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, Federal or state securities
laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) See the discussion under the caption "Certain Information
Concerning the Purchasers" in the Offer to Purchase for information concerning
purchases of Units by certain of the Purchasers and their affiliates. Other than
the foregoing, since January 1, 1993, there have been no transactions between
any of the persons identified in Item 2 and the Issuer or, to the knowledge of
the Purchaser, any of the Issuer's affiliates or general partners, or any
directors or executive officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
9
<PAGE>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) - (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference. Other than
as set forth therein, the Purchasers have no plans of proposals that would
relate to or would result in any of the transactions, changes or other results
described in Item 5(a) through (g) of Schedule 14D-1.
(f) Not applicable.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchasers" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchasers" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(5) Letter to Unit holders dated __________, 1998
(b)-(f) Not applicable.
10
<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: September 2, 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
11
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
(a)(5) Letter to Unit holders dated ____________, 1998
13
Exhibit (a)(5)
<PAGE>
August 31, 1998
TO: Carlyle Real Estate Limited Partnership - VII Limited Partners
SUBJECT: INCREASED OFFER!
We Will Purchase Your Partnership Interests for $37.50 Per Unit
Dear Fellow Limited Partner:
As you are aware, we had previously filed an offer to purchase your
units for $20 and once again for $30. We found that there was substantial
misunderstanding by limited partners as to what we were proposing to purchase
and why. We are making this increase in the offer price based, in large part,
upon the belief that the limited partners do not fully understand what we
believe to be an excellent offer. We are also extending the offer through
September 30, 1998.
We believe it is significant that the General Partner:
1. Cannot provide any assurance that the partnership will, in fact,
liquidate by year-end.
2. Cannot provide any assurance that there will be any distribution at
all to investors albeit the General Partner expects it to be between
$40 and $80 per Unit. You will recall that the partnership made a large
distribution in May and now only holds reserve funds. The General
Partner has expressed the desire to liquidate the fund prior to year
end, if feasible.
The Purchasers believe that while there is no guarantee that the partnership
will wrap up its affairs by year-end, a sale of partnership units at $37.50
offers the Purchasers the potential for a modest gain, and provides a desirable
liquidation price for Unit holders in light of the risks that:
1. The partnership may not liquidate by year-end in which case
all limited partners will be forced to file tax information -
at potentially substantial accounting costs for the relatively
small amount of money involved - for two more years rather
than just for 1998, and
2. The partnership may pay something less than the $37.50 the
Purchasers are willing to pay now, and may make whatever
payment they make sometime after the first of the year.
The Purchasers believe that a substantial number of investors, particularly
those with fewer than 25 units (or less than $1,000 in remaining value if the
minimum estimated remaining distribution of $40 per Unit is received), may wrap
up their investment now on favorable terms without having to continue to be
subject to the risks of the partnership, and without having to risk a diminution
of the final proceeds. Investors in Carlyle VII have already received far in
excess of their original $1,000
<PAGE>
per unit investment. We believe that many partners want to be certain that their
investment ends this year and are not willing to take the additional risk that
it will continue or that less than $40 to $80 per unit will be distributed upon
final liquidation whenever that occurs. These potential distributions are less
than 2% of the total distributions received from this investment, and
accordingly, we believe that many will be willing to "trade" the potential
additional distributions for the certainty offered by accepting our offer.
The Purchasers urge you to look once again at your situation to see if it
doesn't make sense for you to accept the Offer in light of the amount of money
involved. Understand that the Purchasers intend to make money by virtue of this
purchase, but the Purchasers are not concerned whether or not the partnership
final liquidation occurs in 1998 or in 1999. And the Purchasers are willing to
take on the risks that the final distribution will be less than the $37.50 offer
being made.
If final liquidation happens after December 31, 1998, limited partners
will have to file tax returns for 1999. Many partners do not want to
face this prospect as it can be very expensive to have taxes prepared
when K-1 information is included.
If you decide that continuing to be subject to the risks described here is not
economically wise for you, please accept the Purchaser's offer as made herewith.
After carefully reading the Offer, if you elect to tender your Units, mail
(using the enclosed pre-addressed, postage paid envelope) or telecopy a duly
completed and executed copy of the light blue Letter of Transmittal and Change
of Address forms, and any other documents required by the Letter of Transmittal,
to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) September 30, 1998
