SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section
14(d)(4) of the Securities Exchange Act of 1934
OXFORD RESIDENTIAL PROPERTIES I
LIMITED PARTNERSHIP
(Name of Subject Company)
Oxford Residential Properties I Limited Partnership
(Name(s) of Person(s) Filing Statement)
Assignee Units
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Marc B. Abrams
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland 20814
(301) 654-3100
(Name, address and telephone number of
persons authorized to receive notices
and communications on behalf of the
persons filing statement)
With a copy to:
Robert B. Robbins, Esq.
Shaw Pittman Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
Item 9. Materials to Be Filed as Exhibits
(a) (i) Letter to Unitholders dated August 13, 1998.
(previously filed)
(ii) Letter to Unit Holders dated September 15, 1998.
(previously filed)
(b) (i) Response to Potential Unit Holder Questions.
(previously filed)
(ii) Notice of Withdrawal Form
(c) Not applicable.
SIGNATURE
After reasonable 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 17, 1998
OXFORD RESIDENTIAL
PROPERTIES I LIMITED
PARTNERSHIP
By: Oxford Residential
Properties I
Corporation
Managing General
Partner
By: /s/ Marc B. Abrams
-------------------------
Marc B. Abrams
Senior Vice President
EXHIBIT INDEX
Exhibit Description
No.
(a)(i) Letter to Unit Holders dated
August 13, 1998 *
(a)(ii) Letter to Unit Holders dated
September 15, 1998 *
(b)(i) Responses to Potential Unit
Holder Questions *
(b)(ii) Notice of Withdrawal Form
* Previously filed
Notice of Withdrawal of Tendered Units
Oxford Residential Properties I Limited Partnership
Deliver to:
MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Via Facsimile: (925) 631-9119
Gentlemen:
The undersigned Unit Holder of Oxford Residential
Properties I Limited Partnership (the "Partnership") hereby
withdraws the undersigned's prior tender of assignee units
of limited partnership interest ("Units") of the Partnership
tendered pursuant to the Offer to Purchase, dated July 28,
1998, as amended (the "Offer to Purchase") 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").
You are instructed to return the original of my Letter
of Transmittal and all other documents that may have been
submitted with such Letter of Transmittal to the undersigned
at the address set forth below.
The undersigned hereby withdraws, effective
immediately, (i) the undersigned's appointment of the
Purchasers as the true and lawful agent and attorney-in-fact
and proxy of the undersigned with respect to such Units,
(ii) the undersigned's request that each of the Purchasers
be admitted to the Partnership as a "substitute Limited
Partner" under the terms of the Partnership Agreement of the
Partnership, and (iii) the undersigned's conditional
assignment to the Purchasers all of the undersigned's rights
to receive distributions from the Partnership with respect
to the tendered Units.
SIGNATURE
Signature of Owner of Units:_______________________________
Signature of Owner of Units:_______________________________
Date: September ____, 1998
Address for Return of Units
Name:_____________________________________
Address:__________________________________
__________________________________
__________________________________
