OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERSHIP
SC 14D1/A, 1999-04-12
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
   
                                 Amendment No. 1
                                       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.;
              ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.;
               PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
                 MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC;
                                  CAL-KAN, INC.
                                    (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                           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  amends the  Schedule  14D-1  filed  March 2, 1999 to extend the
Expiration Date to May 7, 1999.
    

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.;  Accelerated High Yield Institutional  Investors,  L.P.;  Previously Owned
Partnerships  Income Fund II,  L.P.;  MP Income Fund 12, LLC; MP Income Fund 14,
LLC ; and Cal-Kan, Inc.  (collectively the "Purchasers") to purchase up to 2,425
Units.  The Offer was  originally  scheduled to expire on April 9, 1999, but the
Expiration Date is hereby extended to May 7, 1999. Accordingly,  the Offer Price
will equal $550 per Unit, less the amount of any distributions  declared or made
with respect to the Units  between  March  2, 1999 (the "Offer Date") and May 7,
1999 or such other date to which this  Offer may be  extended  (the  "Expiration
Date"),  upon the terms and subject to the  conditions set forth in the Offer to
Purchase dated March 2, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal,  copies of which are attached to the original  schedule 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 11.     Material to be Filed as Exhibits.
   
             (a)(5)  Press Release
    

<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 9, 1999
    
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

                                       2

<PAGE>


ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ C. E. Patterson            
                     C.E. Patterson,  President


                                       3

<PAGE>



   
                                  EXHIBIT INDEX


Exhibit              Description                                         Page

(a)(5)               Press Release
    





   
                                 Exhibit (a)(5)
    


<PAGE>

   
                                                     PRESS RELEASE
                                                     FOR IMMEDIATE RELEASE



MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100

April 9, 1999

             Offer  for  Units  of  Limited   Partnership   Interest  of  Oxford
Residential  Properties I Limited  Partnership  extended  through  May 7, 1999.

             MacKenzie Patterson Special Fund, L.P.;  MacKenzie Specified Income
Fund,  L.P.;  MacKenzie  Fund VI,  L.P.;  Accelerated  High Yield  Institutional
Investors,  L.P.;  Previously Owned Partnerships Income Fund II, L.P.; MP Income
Fund 12, LLC; MP Income Fund 14, LLC ; and Cal-Kan,  Inc. (the  "Bidders")  have
extended  the  expiration  date for their  tender  offer to purchase up to 2,425
Assignee Units of limited partnership interest of Oxford Residential  Properties
I Limited Partnership through May 7, 1999

             As of April 9,  1999 a total of 65 Units had been  tendered  to the
bidders by security holders and not withdrawn.

             For further  information,  contact  Christine  Simpson at the above
telephone number.
    

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