SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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FJS PROPERTIES FUND I, L.P.
(Name of Subject Company)
MP VALUE FUND 4, L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
MORAGA GOLD, LLC
JDF & ASSOCIATES, LLC
STEVEN GOLD
C. E. PATTERSON
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(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, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
CUSIP NO. None 14D-1 Page 2 of ___ Pages
-----
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP VALUE FUND 4, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 30
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.18%
10. Type of Reporting Person (See Instructions)
PN
fjs1-fjs14d1
<PAGE>
CUSIP NO. None 14D-1 Page 3 of ___ Pages
-----
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 30
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.18%
10. Type of Reporting Person (See Instructions)
PN
fjs1-fjs14d1
<PAGE>
CUSIP NO. None 14D-1 Page 4 of ___ Pages
-----
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA GOLD, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 30
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.18%
10. Type of Reporting Person (See Instructions)
OO
fjs1-fjs14d1
<PAGE>
CUSIP NO. None 14D-1 Page 5 of ___ Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
JDF & ASSOCIATES, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Texas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
OO
fjs1-fjs14d1
<PAGE>
CUSIP NO. None 14D-1 Page 6 of ___ Pages
-----
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
STEVEN GOLD
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
IN
fjs1-fjs14d1
<PAGE>
CUSIP NO. None 14D-1 Page 7 of ___ Pages
-----
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
C. E. PATTERSON
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 30
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.18%
10. Type of Reporting Person (See Instructions)
IN
fjs1-fjs14d1
<PAGE>
Item 1. Security and Subject Company.
(a) This Schedule relates to limited partnership interests (the "Units") of
FJS Properties Fund I, L.P. (the "Issuer"), the subject company, and the offer
by MP Value Fund 4, L.P., Accelerated High Yield Institutional Fund I, L.P.,
Moraga Gold, LLC, JDF & Associates, LLC and Steven Gold (together the
"Purchasers"), to purchase up to 8,266 Units for cash at a price equal to $75
per Unit less the amount of any distributions made or declared with respect to
the Units between November 14, 1997 and December 15, 1997, or such later date to
which the Purchasers may extend the offer. The offer is hereby extended to
December 31, 1997. The offer otherwise remains subject to all the terms and
conditions set forth in the Offer to Purchase dated November 14, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively.
8
<PAGE>
Item 11. Material to be Filed as Exhibits.
(a)(5) Press release dated December 12, 1997.
9
<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: December 12, 1997
MP VALUE FUND 4, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MORAGA GOLD, LLC
By Moraga Partners, Inc., Member
By: /s/ C.E. Patterson
C. E. Patterson, President
By The David B. Gold Trust, Member
By: /s/ Steven Gold
Steven Gold
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, Manager
/s/ Steven Gold
Steven Gold
/s/ C.E. Patterson
C. E. Patterson
fjs1-fjs14d1
10
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(5) Press Release dated December 12, 1997
fjs1-fjs14d1
11
<PAGE>
Exhibit (a)(5)
fjs1-fjs14d1
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
December 12, 1997
Offer for Units of Limited Partnership Interest of FJS Properties Fund I,
L.P., extended through December 31, 1997.
MP Value Fund 4, L.P., Accelerated High Yield Institutional Fund I, L.P.,
Moraga Gold, LLC, JDF & Associates, LLC and Steven Gold (the "Bidders") have
extended the expiration date of their tender offer for Units of limited
partnership interest of FJS Properties Fund I, L.P. The offer was originally set
to expire on December 15, 1997, and has been extended through December 31, 1997.
The bidders have offered to purchase up to 8,266 of the Units.
As of December 12, 1997, approximately 528 Units had been tendered to the
bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above telephone
number.
