SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
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>
This Amendment No. 3 to Schedule 14D-1 amends the Schedule 14D-1
filed December 22, 1998 and the Schedules 14D-1/A filed January 8, 1999 and
January 26, 1999, (the "Schedule") by the Bidders identified on the cover page
(together the "Purchasers"), as set forth below. Terms not otherwise defined
herein have the meanings ascribed to them in the Schedule and exhibits
thereto.
This Amendment is the final amendment to the Schedule filed to
report the termination of the Offer and its results. The Offer terminated on
February 19, 1999. The Offer resulted in the tender by Unit holders, and
acceptance for payment by the Purchasers, of a total of 400 Units. The
Purchasers now own a total of 575 Units, or approximately 5.18% of the
total outstanding number of Units.
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<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: April 4, 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
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