SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 3
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
$1,068,900 $213.78
* 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 $70.00 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: $167.97
Form or Registration Number: Schedule 14D-1; Schedule 14D-1/A
Filing Party: Accelerated High Yield Institutional Fund I, L.P.
Date Filed: December 3, 1997; December 18, 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 extend the expiration date to January 21,
1998 and to increase the purchase price to a price equal to $70 per Unit less
the amount of any distributions made or declared with respect to the Units
between December 2, 1997 and January 21, 1998, 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)(6) Letter to Unitholders dated December 31, 1997.
(a)(7) Press Release
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 31, 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)(6) Letter to Unitholders dated December 31, 1997
(a)(7) Press Release
11
<PAGE>
Exhibit (a)(6)
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, Peachtree Partners and Accelerated High Yield Pension
Investors have collectively made a publicly filed tender offer to purchase your
limited partnership units for $45 per unit that has subsequently been increased
to $55 per unit in response to an unfiled offer, made by Everest Properties II
to purchase less than 5% of the outstanding units at $55 per unit. Just
recently, in response to our offer, an affiliate of the General Partner of the
partnership came out with its own publicly filed offer to purchase up to 12,000
Income units at $60 per unit. In response to this new offer, we hereby increase
our offer to $70 per Income units at $60 per unit. In response to this new
offer, we hereby increase our offer to $70 per Income unit and extend the
expiration date to January 21, 1998, at 12:00 midnight, Pacific Standard Time.
There are several implications to this offer and we strongly urge you to
review your options. [Footnote 1] Unitholders who tend their Units will give up
the opportunity to participate in any future benefits of the ownership of units,
including distributions by the Partnership, and the purchase price per Unit
payable to a tendering Unitholder by the Purchasers may be less than the total
amount which might otherwise be received by the Unitholder with respect to the
Unit over the remaining term of the Partnership.
The Purchasers are making the Offer for investment purposes and with the
intention of making a profit from the ownership of the Units. In establishing
the purchase price of $70 per Unit, the Purchasers were motivated to establish
the lowest price which might be acceptable to Unitholders consistent with the
Purchaser's objectives.
As a result of consummation of the Offer, the purchasers may be in a
position to influence any Partnership decisions on which Unitholders may vote.
The Purchasers will vote the Units acquired in the Offer in their own interest,
which may be different from or in conflict with the interests of the remaining
Unitholders.
Purchasers may accept only a portion of Units tendered by a Unitholder in
the event a total of more than 15,270 Units are tendered. [End Footnote 1]
Unitholders have an opportunity to receive $70.00 per Income Unit, which is
$10, or 16.7% more than the next highest current offer which is being made by a
newly formed affiliate of the General Partner.
Unitholders who have already tendered units according to our original offer
will automatically be including in the offer at $70.00 per unit. However,
because the offer was extended into 1998, unitholders who tender all of their
units will not terminate their investment in 1997 but will terminate it in 1998
and will receive their last K-1 for the partnership for the 1998 tax year.
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.
12/31/97
<PAGE>
Exhibit (a)(7)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
December 31, 1997
Offer for Units of Limited Partnership Interest of University Real Estate
Partnership V extended through January 21, 1998.
Accelerated High Yield Institutional Fund I, L.P., MacKenzie Patterson
Special Fund, Peachtree Partners and Accelerated High Yield Pension Investors,
L.P. (the "Bidders") have extended the expiration date of their tender offer for
Income Units of limited partnership interest of University Real Estate
Partnership V. The offer was originally set to expire on December 31, 1997, and
has been extended through January 21, 1998. The bidders have offered to purchase
up to 15,270 of the Units.
As of December 31, 1997, approximately 133 Units had been tendered to the
bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above telephone
number.
