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
-----------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Name of Subject Company)
MACKENZIE PATTERSON SPECIAL FUND, L.P.;
MACKENZIE SPECIFIED INCOME FUND, L.P.;
MACKENZIE FUND VI, L.P.;
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC;
CAL-KAN, INC.; MORAGA GOLD, LLC; AND STEVEN GOLD
(Bidders)
ASSIGNEE UNITS
(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 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(925) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<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
MACKENZIE PATTERSON SPECIAL FUND, 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
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
PN
<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 SPECIFIED INCOME FUND, 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
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
PN
<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
MACKENZIE FUND VI, 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
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
PN
<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
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, 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
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
PN
<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
STEVEN GOLD
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 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. None 14D-1 Page 7 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP INCOME FUND 12, LLC
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 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 8 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CAL-KAN, INC.
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
Kansas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP NO. None 14D-1 Page 9 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP INCOME FUND 14, LLC
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 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 10 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA GOLD, LLC
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 243
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 1%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
The Schedule 14D-1 filed by the above Bidders as of July 28, 1998 is hereby
amended as set forth herein.
Item 1. Security and Subject Company.
(a) This Schedule relates to Assignee Units of limited partnership
interest (the "Units") in Oxford Residential Properties I Limited Partnership, a
Maryland limited partnership (the "Issuer"), the subject company. The address of
the Issuer's principal executive offices is 7200 Wisconsin Avenue, 11th
Floor,Bethesda, Maryland 20814.
(b) This Schedule relates to the offer by MacKenzie Patterson
Special Fund, L.P.; MacKenzie Specified Income Fund, L.P.; MacKenzie Fund VI,
L.P.; Previously Owned Partnerships Income Fund II, L.P.; MP Income Fund 12,
LLC; MP Income Fund 14, LLC ; Cal-Kan, Inc.; Moraga Gold, LLC; and Steven Gold
(collectively the "Purchasers") to purchase up to 2,430 Units. The offer was
initially made at a purchase price equal to $425 per Unit, less the amount of
any distributions declared or made with respect to the Units between July 28,
1998 and August 31, 1998 or such other date to which this Offer may be extended.
The expiration date of the offer is hereby extended to September 30, 1998.
Accordingly, the purchase price will equal$425 per Unit, less the amount of any
distributions declared or made with respect to the Units between July 28, 1998
(the "Offer Date") and September 30, 1998 or such other date to which this Offer
may be further extended (the "Expiration Date"). The offer otherwise remains
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 28, 1998 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2),
respectively. The Issuer had 24,325 Units issued and outstanding held by
approximately 1,579 Unitholders as of December 31, 1997, according to its annual
report on Form 10-K for the year then ended.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I and the Addendum of the
Offer to Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information
Concerning the Purchasers" and Schedule I and the Addendum in the Offer to
Purchase is incorporated herein by reference. During the last five years,
neither the Purchasers nor, to the best of the knowledge of the Purchasers, any
person named on Schedule I and the Addendum to the Offer to Purchaser nor any
affiliate of the Purchasers (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, Federal or state securities laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) See the discussion under the caption "Certain Information
Concerning the Purchasers" in the Offer to Purchase for information concerning
purchases of Units by certain of the Purchasers and their affiliates. Other than
the foregoing, since January 1, 1993, there have been no transactions between
any of the persons identified in Item 2 and the Issuer or, to the knowledge of
the Purchaser, any of the Issuer's affiliates or general partners, or any
directors or executive officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
11
<PAGE>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) - (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference. Other than
as set forth therein, the Purchasers have no plans or proposals that would
relate to or would result in any of the transactions, changes or other results
described in Item 5(a) through (g) of Schedule 14D-1.
(f) Not applicable.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchasers" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchasers" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(6) Letter to Unit holders dated August 31, 1998
(b)-(f) Not applicable.
12
<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: September 2, 1998
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MP INCOME FUND 12, LLC.
By MacKenzie Patterson, Manager
By: /s/ C, E, Patterson
C.E. Patterson, President
MACKENZIE SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MP INCOME FUND 14, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE FUND VI, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
CAL-KAN, INC.
By: /s/ C. E. Patterson
C.E. Patterson, President
13
<PAGE>
MORAGA GOLD, LLC
By Moraga Partners, Inc., Member
By: /s/ C. E. Patterson
C. E. Patterson, President
By The David B. Gold Trust, Member
By: /s/ Steven Gold
Steven Gold
/s/ Steven Gold
Steven Gold
14
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Letter to Unit holders dated August 31, 1998
15
Exhibit (a)(6)
<PAGE>
August 31, 1998
TO: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERS
SUBJECT: EXTENDED OFFER! NOW EXPIRES SEPTEMBER 30, 1998
WE WILL PURCHASE YOUR PARTNERSHIP INTERESTS FOR $425 PER UNIT
Dear Fellow Limited Partner:
As you are aware, the Purchasers had previously filed an offer to
purchase your units for $425 which was to expire this day, August 31st, 1998. To
date, we have received the tender of 95 units. We are surprised at the low
volume of responses given the fact that our offer represents the highest price
publicly offered to investors and that 20% of the partnership's units were
purchased by an affiliate of the general partner in a prior tender offer at $332
per unit. In addition, we are concerned that some of the information provided by
the general partner may create an inaccurate impression of our offer, and we
would like to respond.
MPI believes that now may be the right time for some partners to sell
their units. While the Purchasers' offer inherently implies that they believe
that the unit net asset value is in excess of its purchase price, its outlook
from this point forward may be very different than that of an original investor.
Distributions to date have totaled $223 per Unit, which equates to an average
annual return of only 1.7%, and are expected to be paid at a rate of 3% per year
according to the General Partner. In addition, the MPI offer represents a
guaranteed cash payment now, which provides cash that can be reinvested by the
seller in the investment vehicle of his choice. There has been only a vague
suggestion that the partnership will wind up or that any significant capital
payout is likely to occur in the near term.
In its response to the Offer, the general partner said (in question #19):
1. "that the MacKenzie offer is too low," yet the offer represents a
28% premium over the price at which an affiliate of the general partner
purchased 20% of the units in the partnership.
2. "that you are likely to receive a better return if you hold," yet
the general partner is unwilling to provide any information to support this
contention. Although the prospect of a possible refinancing is mentioned, "ORP
does not engage in annual valuations of its assets...because there is no
business need for such valuations except in the context of periodic refinancings
of ORP's debt. Accordingly, the MGP has not published a specific net asset
value." If a refinancing was imminent, based on this statement of the MGP, it
would seem that appraisals would have been made and should be available. In
addition, ORP completed a refinancing in 1994 without making any sort of
distribution therefrom.
3. "that if you wish to sell your units, you may receive a better price
in the secondary market," yet the Purchasers dispute this contention. Although
the anecdotal market transaction figures reported by the general partner were at
slightly higher prices than for units traded in the past, the Purchasers
believe, based upon our experience in secondary market transactions, these are
not the net prices sellers have received after payment of all transaction costs.
A typical secondary market trade involves buying a unit on auction
<PAGE>
at a starting price that is adjusted up from what the seller was actually paid
to include a commission and a transfer fee. In general, reported trading prices
can be at least 10% in excess of what a seller was paid. Furthermore, as the
General Partner itself stated, it can provide "no assurance ..... that
(secondary market buyers) are trading Units at any particular time," nor can the
General Partner provide any assurance as to the actual secondary market prices
that might be available.
4. "that you may also wish to make an offer to ORP, which is willing to
consider offers to sell units. It is anticipated that ORP would respond quickly
to any such offers and, if accepted, ORP would close immediately." The
Purchasers believe, frankly, that this solicitation of an 'offer' is unfair and
possibly misleading to investors. MPI has gone to considerable effort and
expense to make a firm and binding offer, to disclose its valuations, its
financial situation and its intentions regarding its Offer, and has offered
withdrawal rights and pro ration rights, in compliance with SEC regulations.
Meanwhile, the general partner, though uniquely positioned to disclose material
information about the partnership and its assets, has refused to give any more
than vague references and suggestions regarding value. Thus, the General Partner
leaves its fellow partners without information regarding values and its estimate
of the partnership's potential for the future and other more detailed
information it would presumably disclose were it to make a firm offer for Units.
The General Partner recommends against accepting the Purchasers' offer and,
based upon information available only to the general partner, insinuates,
without any commitment or the protections that a filed offer might provide, that
the general partner "may" pay more, and on better terms, than the Purchasers.
The Purchasers urge you to carefully review your present situation to
see if it doesn't make sense for you to accept the Offer. Understand that the
Purchasers intend to make money by virtue of this purchase. But, at the same
time, the Purchasers are better prepared to hold the course and are not
concerned with the potential long-term wait before the partnership has a final
liquidation. We believe that it is significant that the general partner has made
no guarantee that the partnership will liquidate by any given date or that there
will be any capital distribution at all to investors. Until a final liquidation
is completed, partners will have to file tax returns based on K-1 information
which can be a very expensive endeavor.
If you decide that continuing to be subject to the poor performance and
risks described here is not economically wise for you, please accept the
purchaser's offer as made herewith. After carefully reading the enclosed Offer,
if you elect to tender your Units, telecopy and/or mail (using the enclosed
pre-addressed, postage paid envelope) a duly completed and executed copy of the
light blue Letter of Transmittal and Change of Address forms, and any other
documents required by the Letter of Transmittal, to the Depository 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) September 30, 1998
