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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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)
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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
$1,154,250 $230.85
For purposes of calculating the filing fee only. This amount assumes the
purchase of 2,430 Limited Partnership Interests ("Units") of the subject
company at $475 in cash per Unit.
<PAGE>
The Schedule 14D-1 filed by the above Bidders as of July 28, 1998 and
amended as of August 31, 1998 and September 30, 1998 is hereby further 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, and was then
extended to September 30, 1998. The expiration date of the offer has been
further extended to October 30, 1998 and the purchase price has been increased
from $425 to $475 per Unit. Accordingly, the purchase price will equal $475 per
Unit, less the amount of any distributions declared or made with respect to the
Units between July 28, 1998 (the "Offer Date") and October 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.
2
<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)(8) Letter to Unitholder dated October 6, 1998
(b)-(f) Not applicable.
3
<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: October 6, 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
4
<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
5
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(8) Letter to Unitholders dated October 6, 1998
October 6, 1998
TO: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERS
SUBJECT: EXTENDED OFFER! NOW EXPIRES OCTOBER 30, 1998
INCREASED OFFER! PURCHASE PRICE NOW $475 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 on September 30, 1998. To date,
we have received the tender of 153 units. We were 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.
Some investors have called and explained that if our offer was slightly higher
they would be tempted to accept our offer. Therefore, in response to those
investors we have increased our purchase price to $475 per unit. Investors who
have already returned their transmittal form, and have not sent in a withdrawal,
will receive $475 per unit instead of the originally offered $425.
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 in the future 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.
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 may be 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 of Unit ownership 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) October 30, 1998
