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
-----------------------
UNIVERSITY REAL ESTATE PARTNERSHIP V
(Name of Subject Company)
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
MACKENZIE PATTERSON SPECIAL FUND
PEACHTREE PARTNERS
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
C. E. PATTERSON
(Bidders)
INCOME UNITS OF 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, 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
$839,850 $167.97
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 15,270 Income Units of Limited Partnership Interests ("Units") of
the subject company at $55.00 in cash per Unit.
[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: $137.43
Form or Registration Number: Schedule 14D-1
Filing Party: Accelerated High Yield Institutional Fund I, L.P.
Date Filed: December 3, 1997
<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 146
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.82%
10. Type of Reporting Person (See Instructions)
PN
univ1-14d1.edg
<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 PATTERSON SPECIAL FUND
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 146
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.82%
10. Type of Reporting Person (See Instructions)
PN
univ1-14d1.edg
<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
PEACHTREE PARTNERS
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
Arizona
7. Aggregate Amount Beneficially Owned by Each Reporting Person 10
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.05%
10. Type of Reporting Person (See Instructions)
PN
univ1-14d1.edg
<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
ACCELERATED HIGH YIELD PENSION INVESTORS, 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 146
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.82%
10. Type of Reporting Person (See Instructions)
PN
univ1-14d1.edg
<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
C. E. PATTERSON
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 146
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.82%
10. Type of Reporting Person (See Instructions)
IN
univ1-14d1.edg
<PAGE>
The Schedule 14D-1 previously filed by the Bidders is hereby amended as set
forth below.
Item 1. Security and Subject Company.
(a) This Schedule relates to Income Units of limited partnership interest
(the "Units") of University Real Estate Partnership V (the "Issuer"), the
subject company. The offer by Accelerated High Yield Institutional Fund 1, L.P.,
MacKenzie Patterson Special Fund, Peachtree Partners and Accelerated High Yield
Pension Investors, L.P. (together the "Purchasers"), to purchase up to 15,270
Units for cash is hereby amended to increase the purchase price to a price equal
to $55 per Unit less the amount of any distributions made or declared with
respect to the Units between December 2, 1997 and December 31, 1997, or such
later date to which the Purchasers may extend the offer. The Offer remains
otherwise subject to the terms and conditions set forth in the Offer to Purchase
dated December 2, 1997 (the "Offer to Purchase") and the related Letter of
Transmittal
Item 11. Material to be Filed as Exhibits.
(a)(5) Letter to Unitholders dated December 8, 1997.
univ1-14d1.edg
8
<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: December 18, 1997
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MACKENZIE PATTERSON SPECIAL FUND
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
PEACHTREE PARTNERS
By: /s/ Ira J. Gaines
Ira J. Gaines, Partner
By: /s/ Barry Zemel
Barry Zemel, Partner
/s/ C. E. Patterson
C. E. Patterson
univ1-14d1.edg
10
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(5) Letter to Unitholders dated December 8, 1997
11
<PAGE>
Exhibit (a)(5)
univ1-14d1.edg
<PAGE>
PLEASE READ THIS LETTER CAREFULLY.
To All University Real Estate Partnership V Income Unit Investors:
As you are aware, MacKenzie Patterson Special Fund, Accelerated High Yield
Institutional Fund, and Accelerated High Yield Pension Investors have
collectively made a publicly filed tender offer to purchase your limited
partnership units for $45 per unit. We have recently become aware of an unfiled
offer, made by Everest Properties II, to purchase less than 5% of the
outstanding units at $55 per unit. The Everest offer was made prior to our
offer's mailing timeframe. In response, we hereby match the $55 per Income unit
offer.
There are several differences between the two offers which may make our
offer of $55 more desirable to tendering Unitholders:
1) Due to the Securities and Exchange Commission rules governing a filed
tender offer, we are required to pay tendering Income Unitholders within 5
business days of the close of the offer. Everest makes no mention of when a
Unitholder can expect to be paid.
2) As Everest is only willing and legally allowed to accept a total of 868
units, if they have accepted their maximum by the time they receive your
documents, they will be required to return your units to you. If this is the
case, it is unlikely that you will receive notification from Everest in time to
accept our matching offer.
3) In addition the Everest offer is not subject to the same filing
requirements and investor protection provisions under the Securities and
Exchange Commission rules as our publicly filed offer is.
Should you have any questions or concerns regarding either of these offers,
please feel free to give us a call at 800-854-8357 and speak with one of our
service representatives.
Accelerated High Yield Institutional Fund I, L.P., MacKenzie Patterson
Special Fund, Peachtree Partners and Accelerated High Yield Pension Investors,
L.P.
12/8/97
