SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 3
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
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>
This amendment No. 3 to Schedule 14D-1 amends the Schedule 14D-1 filed
November 14, 1997 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"), as subsequently amended (the "Schedule").
This amendment No. 3 is the final amendment to the Schedule and is filed to
report the termination and results of the Offer described in the Schedule. The
Offer terminated as of December 31, 1997. The Offer resulted in the tender by
Unitholders and acceptance for payment by the Purchasers of a total of 1,846
Units. The Purchasers, together with affiliates of certain of the Purchasers,
are now the beneficial owners of a total of 1,876 Units or approximately 11.2%
of the outstanding Units.
8
<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: January 7, 1998
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
9
