SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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S/M REAL ESTATE FUND VII, LTD.
(Name of Subject Company)
MP VALUE FUND 4, LLC
MORAGA-DEWAAY FUND, LLC
MP VALUE FUND 6, LLC
(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) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
The Schedule 14D-1 filed by the above Bidders as of December 22, 1998 is hereby
amended as set forth herein. Except as expressly modified hereby, the Offer
remains in full force and effect as described in the original Schedule.
Item 1. Security and Subject Company.
(b) This Schedule relates to the offer originally made by MP VALUE
FUND 4, LLC; MORAGA- DEWAAY FUND, LLC; MP VALUE FUND 6, LLC; and IG HOLDINGS
(collectively the "Purchasers") to purchase up to 3,324 Units at a purchase
price equal to $65 per Unit, less the amount of any distributions declared or
made with respect to the Units between December 22, 1998 (the "Offer Date") and
January 25, 1998 or such other date to which this Offer may be extended (the
"Expiration Date"), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 22, 1998 (the "Offer to Purchase") and the
related Letter of Transmittal, copies of which were attached to the original
Schedule as Exhibits (a)(1) and (a)(2), respectively. Upon the filing of a
Statement on Schedule 14D-9 by the Subject Company, one of the Purchasers, IG
HOLDINGS, became aware that the Subject Company believes that participation by
IG HOLDINGS in the Offer could conflict with provisions of a letter agreement
entered into between an affiliate of IG HOLDINGS and the Subject Company. In
order to avoid any disruption of the Offer by the other Purchasers, IG HOLDINGS
has agreed to withdraw from the Offer and is hereby removed as a member of the
Purchasers' group. All representations concerning the financial condition and
liquid assets of the Purchasers made in connection with the Offer remain true
and correct notwithstanding the departure of IG HOLDINGS from the Purchaser
group. The remaining Purchasers are not affiliated with IG HOLDINGS or its
affiliates.
Item 11. Material to be Filed as Exhibits.
(a)(5) Form of Letter to Unitholders dated January 8, 1999
<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: January 8, 1999
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Manager
By: /s/ C, E, Patterson
C.E. Patterson, President
MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
EXHIBIT INDEX
Exhibit Description Page
(a)(5) Form of Letter to Unitholders dated January 8, 1999
<PAGE>
Exhibit (a)(5)
<PAGE>
January 8, 1999
TO: UNIT HOLDERS OF S/M REAL ESTATE FUND VII, LTD.
SUBJECT: OFFER TO PURCHASE UNITS - PURCHASERS PAY ALL TRANSFER
COSTS
Dear Unit Holder:
You have already received an Offer to Purchase and related Letter of
Transmittal (the "Offer") by which MP VALUE FUND 4, LLC; MORAGA-DEWAAY FUND,
LLC; MP VALUE FUND 6, LLC; and IG HOLDINGS (collectively the "Purchasers")
offered to purchase up to 3,324 Units of limited partnership interest (the
"Units") in S/M REAL ESTATE FUND VII, LTD., a Delaware limited partnership(the
"Partnership") at a purchase price equal to:
$65 per Unit
The General Partners have responded to the Offer with their
Statement on Schedule 14D-9, which contains an incorrect statement of the terms
of the Offer. The General Partners state, as one of the bases for their
recommendation, that net proceeds to each Limited Partner will be reduced by a
transfer fee of $50. As clearly stated in our prior letter to you, and as set
forth in the Offer under "Introduction":
"Unitholders who tender their Units will not be obligated to pay
any Partnership transfer fees, or any other fees, expenses or
commissions in connection with the tender of Units. The Purchasers
will pay all such costs and all charges and expenses of the
Depositary, an affiliate of certain of the Purchasers, as
depositary in connection with the Offer (emphasis added)."
The Offer also states, in Section 15 of the Offer under "Fees and
Expenses": "The Purchasers will also pay all costs and expenses of printing,
publication and mailing of the Offer and all costs of transfer (emphasis
added)." The Purchasers have therefore agreed to pay all transfer fees and the
price payable to Limited Partners who wish to sell Units will not be reduced by
any such fees. Rather than being any basis for the General Partners'
recommendation, this factor should be viewed as another significant potential
benefit of acceptance of the Offer, as the Offer will provide you with an
opportunity to liquidate your investment in S/M REAL ESTATE FUND VII, LTD.
without the usual transaction costs associated with market sales or partnership
transfer fees.
The General Partners also noted that the Partnership had previously
entered into an agreement restricting an affiliate of one of the Purchasers, IG
HOLDINGS, from making certain offers to purchase Units and stated their belief
that its participation in this offer constitutes a breach of that agreement.
Although the other Purchasers had no prior knowledge of this agreement and
express no view on its impact on the Offer, they have asked IG HOLDINGS to
withdraw from the Purchaser group and it has agreed to do so. Accordingly, IG
HOLDINGS is no longer a Purchaser. The other Purchasers are not affiliates of IG
HOLDINGS or any of its affiliates, nor are they advised by any such person. The
remaining Purchasers are not restricted in any way by the cited agreement. IG
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<PAGE>
HOLDINGS was not expected to provide any significant portion of the capital
available to fund the Offer, and the remaining Purchasers, MP VALUE FUND 4, LLC;
MORAGA-DEWAAY FUND, LLC; and MP VALUE FUND 6, LLC, have sufficient capital to
make all representations concerning the financial means of the Purchasers
accurate and complete even in the absence of IG HOLDINGS. As a result, the
departure of IG HOLDINGS from the Purchaser group will have no material effect
on the terms or conditions of the Offer.
After carefully reviewing 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 Letter of Transmittal (the green form)
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) January 25, 1999
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