SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Name of Subject Company)
MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; MACKENZIE SPECIFIED
INCOME FUND, L.P.; MACKENZIE FUND VI, L.P.; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.;
MP VALUE FUND 7, LLC; MP VALUE FUND 5, LLC; MP SPECIAL FUND 5, LLC;
and MP DEWAAY FUND, LLC
(Bidders)
ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson 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
$5,200,000 $1,040
* For purposes of calculating the filing fee only. Assumes the purchase
of 8,000 Units at a purchase price equal to $650 per Unit in cash.
[ ] 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:
Form or Registration Number:
Filing Party:
Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by
MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; MACKENZIE SPECIFIED
INCOME FUND, L.P.; MACKENZIE FUND VI, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.; MP VALUE FUND
7, LLC; MP VALUE FUND 5, LLC; MP SPECIAL FUND 5, LLC; and MP DEWAAY FUND, LLC
(collectively the "Purchasers") to purchase up to 8,000 assignee units of
limited partnership interest (the "Units") in OXFORD RESIDENTIAL PROPERTIES I
LIMITED PARTNERSHIP, a Maryland limited partnership (the "Issuer"), the subject
company, at a purchase price equal to $650 per Unit, less the amount of any
distributions declared or made with respect to the Units between September 13,
2000 (the "Offer Date") and October 25, 2000 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 September 13, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the
Offer price would be subject to reduction for distributions made or declared
prior to the Expiration Date. Any distributions made or declared after the
Expiration Date would, by the terms of the Offer and as set forth in the Letter
of Transmittal would be assigned by all tendering Unit holders to the
Purchasers. MacKenzie Patterson, Inc. is named as an offeror herein because it
is deemed to control the Purchasers, but it is not otherwise participating in
the offer described in this schedule. The number of Units subject to the Offer
will be reduced to the extent necessary so that the number of Units purchased in
the offer, when added to the number of all other Units transferred within the 12
months preceding the closing of the offer, would not equal or exceed 50% of the
outstanding Units. Purchase of units in excess of this amount would result in
the termination of the Partnership for tax purposes and may be prohibited under
its limited partnership agreement.
The Issuer had 23,667 Units issued and outstanding held by
approximately 1,431 Unit holders as of December 31, 1999, according to its
annual report on Form 10-K for the year then ended. The Purchasers and their
affiliates currently beneficially own an aggregate of 988 Units, or
approximately 4.17% of the outstanding Units. The 8,000 Units subject to the
Offer constitute approximately 34% of the outstanding Units. Accordingly, if all
of the Units sought in this Offer are purchased, the Purchasers and their
affiliates would beneficially own in the aggregate 8,988 Units or approximately
38% of the outstanding Units. Consummation of the Offer, if all Units sought are
tendered, would require payment by the Purchasers of up to $5,200,000 in
aggregate purchase price, which the Purchasers will fund out of their current
working capital.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated September 13, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated September 13, 2000
(a)(4) Advertisement
(b)-(h) Not applicable.
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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: September 13, 2000
MACKENZIE PATTERSON , INC.
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE FUND VI, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP VALUE FUND 7, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP VALUE FUND 5, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
2
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MP SPECIAL FUND 5, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
3
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EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated September 13, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated September 13, 2000
(a)(4) Advertisement
