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 - IX
(Name of Subject Company)
MORAGA FUND 1, L.P.
CAL KAN, INC.
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(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, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(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
$962,500 $192.50
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 13,750 Units of Limited Partnership Interest ("Units") of the
subject company at $70.00 in cash per Unit.
[ ] 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:
Form or Registration Number:
Filing Party:
Date Filed:
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA FUND 1, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) X
(b)
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 1,280
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 2.32%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CAL KAN, INC.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) X
(b)
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
Kansas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 1,280
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 2.32%
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) X
(b)
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 1,280
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 2.32%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
On July 24, 1996, a tender offer statement on Schedule 14D-1 was filed with
the Securities and Exchange Commission by the filer. The filer has determined
not to proceed with the tender offer that was the subject of the Schedule 14D-1,
and it hereby terminates the tender offer effective July 24, 1996. No materials
were forwarded to security holders and the tender offer was not otherwise
published or disseminated.
<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 31, 1996
CAL-KAN, INC.
By: /s/ Victoriaann Tacheira July 31, 1996
Victoriaann Tacheira, Vice President Date
MORAGA FUND 1, L.P.
By: Moraga Partners, Inc.,
Its General Partner
By: /s/ Victoriaann Tacheira July 31, 1996
Victoriaann Tacheira, Vice President Date
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ Victoriaann Tacheira July 31, 1996
----------------------------- -------------
Victoriaann Tacheira, Vice President Date
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