SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$232,680 $46.54
* For purposes of calculating the filing fee only. Assumes the
purchase of 3,324 Units at a purchase price equal to $70 per Unit
in cash. The original transaction value was $216,060 (3,324 Units
at $65 per Unit) for which a filing fee of $43.21 was paid, leaving
a balance of $3.33 as the fee calculated on the increased purchase
price of $70 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>
The Schedule 14D-1 filed by the above Bidders as of December 22, 1998 and
amended as of January 8, 1999, is hereby further 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 made by MP VALUE FUND 4,
LLC; MORAGA-DEWAAY FUND, LLC; and MP VALUE FUND 6, LLC (collectively the
"Purchasers") to purchase up to 3,324 Units, originally 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. The Expiration Date has
been extended to February 19, 1999 and the Offer Price has been increased to $70
per Unit. Accordingly, the Purchasers now offer to purchase up to 3,324 Units,
at a purchase price equal to $70 per Unit, less the amount of any distributions
declared or made with respect to the Units between December 22, 1998 (the "Offer
Date") and February 19, 1999 or such other date to which this Offer may be
extended (the "Expiration Date"). All other terms remain as set forth in the
Offer to Purchase, as amended by Amendment No. 1 and this Amendment No. 2.
Item 11. Material to be Filed as Exhibits.
(a)(6) Form of Letter to Unitholders dated January 25, 1999
(a)(7) Press Release dated January 25, 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 25, 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
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Form of Letter to Unitholders dated January 25, 1999
(a)(7) Press Release dated January 25, 1999
Exhibit (a)(6)
<PAGE>
January 25, 1999
TO: UNIT HOLDERS OF S/M REAL ESTATE FUND VII, LTD.
SUBJECT: OFFER FOR UNITS OF LIMITED PARTNERSHIP INTEREST OF S/M REAL
ESTATE FUND VII, LTD EXTENDED THROUGH FEBRUARY 19, 1999,
AND OFFER PRICE INCREASED TO $70 PER UNIT.
Dear Unit Holder:
MP VALUE FUND 4, LLC; MORAGA-DEWAAY FUND, LLC; and MP VALUE FUND 6, LLC
have extended the expiration date of their tender offer for up to 3,324 Units of
limited partnership interest of S/M REAL ESTATE FUND VII, LTD through February
19, 1999, and have increased the offer price to $70 per Unit, less the amount of
any distributions to holders declared or made from the Offer Date through the
Expiration Date.
The Purchasers have received tenders of a total of 225 Units as of
the date of this letter, and have therefore extended the term of the offer to
give Unit holders more time to determine whether or not to tender Units. As
stated in the Partnership's reports, the Partnership has made no distributions
to Unit holders since its inception in 1983, there is no current prospect for
distributions to Unit holders and no secondary market for Units exists or is
expected to develop. As the Offer does provide an opportunity for those holders
who want to liquidate their investment, the Purchasers have increased the Offer
Price in the belief that the higher price might induce more holders to tender
Units.
Although the Purchasers may seek to acquire additional Units if
they purchase fewer than 3,324 Units as a result of this Offer, there can be no
assurance that they will purchase any more Units after the Expiration Date.
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) February 19, 1999
Exhibit (a)(7)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
January 25, 1999
Offer for Units of Limited Partnership Interest of S/M REAL ESTATE
FUND VII, LTD. Extended Through February 19, 1999, and Offer Price Increased to
$70 per Unit.
MP VALUE FUND 4, LLC; MORAGA-DEWAAY FUND, LLC; and MP VALUE FUND
6, LLC (the "Bidders") have extended the expiration date of their tender offer
for up to 3,324 Units of limited partnership interest of S/M REAL ESTATE FUND
VII, LTD through February 19, 1999, and have increased the offer price to $70
per Unit.
As of January 25, 1999, a total of 225 Units had been tendered to
the bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above
telephone number.
