SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
Robert B. Downing
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 5. Persons Retained, Employed or to Be Compensated
ORP has asked its transfer agent, MMS Escrow & Transfer
Agency, Inc., to answer routine telephone inquiries from
Unit Holders in connection with the Offer and the Managing
General Partner's response to the Offer. The transfer agent
will not make solicitations and is authorized to describe
only the written recommendations of the Managing General
Partner, as set forth in Item 4 above and Exhibit (b)
attached hereto. The transfer agent will receive no
compensation for this service, apart from the compensation
otherwise received by the transfer agent for the services it
regularly performs as transfer agent.
Item 9. Materials to Be Filed as Exhibits
(a) Letter to Unitholders.
(b) Response to Potential Unit Holder Questions.
(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: August 19, 1998
OXFORD RESIDENTIAL PROPERTIES I
LIMITED PARTNERSHIP
By: Oxford Residential
Properties I Corporation
Managing General Partner
By: /S/ Robert B. Downing
_____________________________
Robert B. Downing
Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
(a)(b) Letter to Unitholders *
Responses to Potential Unit
Holder Questions
____________________________________________________
* Previously filed.
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
MACKENZIE PATTERSON GROUP TENDER OFFER
AUGUST 19, 1998
Responses to Potential Unit Holder Questions
I'm calling about the MacKenzie Patterson Group Tender
Offer I just received in the mail and the letter I received
from Oxford advising not to accept the MacKenzie offer.
1. Q. I received an offer to purchase from the
MacKenzie Patterson Group- what should I do?
A. In a recent letter to Unit Holders which you
should have received, the MGP recommends that you
reject the MacKenzie offer for two reasons: (i)
the price is inadequate: it is below net asset
value and is reduced by certain distributions, and
(ii) the value of ORP's portfolio has been
increasing and the MGP hopes to capture this value
with a future refinancing and/or liquidity
transaction. If you do not have a copy of the
letter, we can mail you another copy or fax it to
you.
2. Q. I have questions about the MacKenzie Patterson
Group tender offer.
A. You will find the answers in their tender
offer materials that were recently mailed to you by
ORP's transfer agent.
3. Q. The MGP has not provided a recent valuation of
my ORP Units. Why does it feel the value is higher
than MacKenzie's estimate?
A. Taking into account current property
performance, capitalization rates, the physical
condition of the properties and the supply/demand
factors in the relevant real estate markets, the
MGP believes the values are higher today than
MacKenzie's estimate.
4. Q. What is ORP's net asset value?
A. Like most real estate partnerships, ORP does
not engage in annual valuations of its assets
because of the expense of annual appraisals, and,
more importantly, 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 for ORP.
5. Q. I have been an investor since the public
offering. What have I received in benefits from
the beginning?
A. For the period from July 31, 1985 through
1997, a one-unit investor has received total
benefits (including cash distributions of $223 and
tax benefits of $81 calculated at the maximum rate
and assuming that you were subject to the phase-in
of the passive loss rules) of approximately $304.
6. Q. I've been in ORP since the beginning. How
much in distributions have I received to date and
what will be the distribution level in the future?
A. The MGP recently increased the semi-annual
distribution for the period ended June 30, 1998 to
$15 per Unit up from $10 per Unit. Since inception
ORP has distributed over $5.6 million, or $223 per
Unit. ORP's future liquidity and level of cash
distributions are dependent upon the net operating
income after debt service, refurbishment expenses
and capitalized improvements generated by ORP's
four investment properties. We anticipate that,
with increasing rental rates, future distributions
will either be maintained or increase.
7. Q. What are the recent prices in the secondary
market? How can I get a list of the firms that
engage in secondary market transactions for ORP?
A. For the month of May, ORP Units traded at an
average sales price of $441 per Unit, however, the
average monthly sales price has been as high as
$465 per Unit earlier this year. We can give you a
list of firms that engage in secondary market
transactions, however, no assurance can be given
that they are trading Units at any particular time.
8. Q. Based upon your most recent Annual Report it
appears that the book value of an Unit is only
about $246.
A. Under generally accepted accounting
principles, the net book value presented in the
financial statements reflects assets at their
original acquisition cost, as further reduced by
book depreciation, and does not taken into account
the current economic value of this real estate.
9. Q. The MGP says in its letter that ORP's property
values are increasing? Why is this?
A. From 1993 to 1997, the net operating income
for all of ORP's properties before capital
improvements increased by approximately 18%.
Coupled with a decline in real estate
capitalization rates, the MGP believes the property
value has increased due to these factors.
10. Q. The ORP properties are at least 20 years old
now and seem to be incurring an ever increasing
level of PI. Will this continue? How will this
affect my investment?
A. The MGP implemented an aggressive five year
property improvement plan which will be completed
in 1999. We anticipate that on a per apartment
unit basis, property improvement expenses will
decrease from current levels at that time.
However, no guarantees can be given. The
relatively high levels of property improvements
should help the properties maintain their
competitive position currently and increase their
long-term value potential.
11. Q. Is there any reason I shouldn't sell my Units
now?
A. Yes, based on recent performance, the MGP
believes that the value of the underlying
properties will continue to improve over time, and
that you will realize the greatest return by
holding your Units. The MGP is contemplating
numerous alternatives to capture this value and
enhance the liquidity of the Units for the benefit
of Unit holders.
12. Q. If I sell my Units now, what are the tax
consequences?
A. Because each investor may have a different tax
basis for his/her Units and other tax attributes,
this question is difficult to answer. However, a
hypothetical investor admitted in September 1985,
with an adjusted tax basis of $44 per Unit, would
realize $381 of gain for federal income tax
purposes based on a sales price of $425 per Unit.
While most of this gain would be capital in nature,
three different tax rates apply now due to recent
changes in the federal tax laws. Also, the amount
of gain could be effectively offset by other tax
attributes of the investor, such as passive loss
carryovers, including those available from this
investment, and capital loss carryovers. Due to
the complexity of these calculations, you should
consult your personal tax advisor.
13. Q. What's the debt coverage on these properties
and when do their loans mature? Are you planning
on refinancing them before maturity to take
advantage of favorable interest rates now?
A. The aggregate debt service coverage ratio for
the four properties was approximately 1.24 for 1997
and is forecasted to be approximately 1.46 in 1998.
The debt matures in January 2004, although the debt
is prepayable subject to payment of penalties that
decline over time. The MGP is currently examining
refinancing alternatives. The MGP will keep Unit
Holders apprised of any developments.
14. Q. What is the future of this investment?
A. The value of ORP's portfolio has been
increasing rapidly in recent years. The MGP hopes
to capture this increased value with a future
refinancing and/or liquidity transaction, such as a
REIT or stock exchange listing.
15. Q. I already sold my units to ORP for $332 per
Unit. Can I get out of it and sell to MacKenzie?
A. No. Your transaction was irrevocable, and it
occurred prior to the MacKenzie offer.
16. Q. Why doesn't ORP sell the properties and return
the investors' capital?
A. Among other reasons, the properties are
continuing to experience significant operating
improvements as they participate in the general
real estate recovery, with concomitant increases in
value. In addition, a refinancing or liquidity
transaction may be more beneficial than a sale of
the properties, depending on the circumstances at
the time.
17. Q. What price is ORP willing to pay for my Units?
A. ORP has not established any purchase price .
You can make an offer to ORP, and ORP will respond.
ORP has acquired Units at prevailing market prices.
18. Q. Why should I sell to ORP rather than to
MacKenzie Patterson?
A. We are not suggesting that you sell to ORP.
The MGP is saying (i) that the MacKenzie offer is
too low, (ii) that you are likely to receive a
better return if you hold, (iii) that if you wish
to sell your Units, you may receive a better price
in the secondary market, and (iv) 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.
19. Q. Does the MGP plan to take ORP public?
A. ORP was formed as a specified asset investment
vehicle. The MGP is exploring various
alternatives, such as the use of a real estate
investment trust.
20. Q. What is Oxford's ownership and why is Oxford
holding these Units?
A. An affiliate of the MGP currently owns
approximately 20.5% of the Units, which it acquired
several years ago. This affiliate has elected not
to sell its Units at this price for the reasons set
forth in the letter from the MGP.
21. Q. If I decide to hold these units as you suggest
and MacKenzie is successful how will it affect me?
What does MacKenzie hope to do with these units?
A. It is hard to predict what impact a purchase
by MacKenzie may have on your Units. Their stated
intent is to hold the Units for investment
purposes. Even a purchase of all the Units they
seek would not cause a change of control of ORP.
