SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-1 TRANSACTION STATEMENT
Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Name of issuer)
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 Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
Robert B. Robbins, Esq.
Shaw Pittman Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8136
CALCULATION OF FILING FEE
AMOUNT OF
TRANSACTION VALUATION FILING FEE
- --------------------- ----------
$66,000 <F1> $13.20 <F2>
<F1> As purchases will be privately negotiated, the transaction
valuation represents the Partnership's estimate of the maximum
amount of consideration that may be paid for any Units that
may be offered to the Partnership for purchase. Solely for
purposes of this fee calculation, the Partnership estimates
that it may purchase up to 120 Units at an average price of
$550 per Unit. The Partnership will amend this Transaction
Statement in the event the aggregate consideration that is
actually paid by the Partnership exceeds $66,000.
<F2> Pursuant to Rule 0-11(b), the fee is 1/50 of 1% of the value
of the securities proposed to be acquired by the issuer.
</FN>
[] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $0.00
Form or Registration No.: SC-13E-1
Filing Party: Oxford Residential Properties I
Limited Partnership
Date Filed: March 15, 1999
(1) This Rule 13e-1 Transaction Statement relates to the
proposed purchase or redemption (the "13e-1 Purchases") by
Oxford Residential Properties I Limited Partnership (the
"Partnership") of Assignee Units of the Partnership (the
"Units"), during the pendency of the tender offer dated
March 2, 1999, filed 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. (the "Purchaser"), to purchase up to
2,425 Units at a price of $550 per Unit) (the "Offer").
Any such purchases or redemptions will be made solely in
private transactions, and only upon the Partnership's
receipt of an offer to sell Units to the Partnership by a
Unit Holder. The Units are not traded on a securities
exchange. The Partnership currently estimates that,
during the pendency of the Offer, it will purchase or
redeem not more than 120 Units.
(2) The 13e-1 Purchases are being made in view of the
belief of the Partnership's Managing General Partner that
the 13e-1 Purchases will provide Unit holders who desire
to obtain liquidity for their investment in the
Partnership with an opportunity to sell all or a portion
of their investment in the Partnership, and based on the
Managing General Partner's belief that purchase of the
Units at prices approved by the Managing General Partner
will result in long-term benefits to the remaining Unit
Holders.
Units acquired pursuant to Rule 13e-1 Purchases will be
retired.
(3) The Partnership anticipates that the aggregate
consideration for the 13e-1 Purchases will not exceed
$66,000, which the Partnership will fund from its working
capital.
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: March 15, 1999
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
