SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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BRAUVIN REAL ESTATE FUND L.P. 5
(Name of Subject Company)
MACKENZIE PATTERSON SPECIAL FUND, L.P.
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
MACKENZIE PATTERSON SPECIAL FUND 4, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
ACCELERATED HIGH YIELD GROWTH FUND II, LTD.
MORAGA-DEWAAY FUND, LLC
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND, L.P.
MP VALUE FUND 4, L.P.
STEVEN GOLD
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(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)
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This Amendment No. 2 amends the Schedule 14D-1 filed May 12, 1999 (the
"Schedule") as amended by the Schedule 14D-1/A filed May 28, 1999 by the bidders
identified on the cover page (together the "Purchasers"), as set forth below.
Terms not otherwise defined have the meanings ascribed to them in the Schedule
and exhibits thereto.
This Amendment is the final amendment to the Schedule filed to report
the termination of the Offer and its results. The Offer terminated on June 25,
1999. The Offer resulted in the tender by Unit holders, and acceptance for
payment by the Purchasers, of a total of 668 Units. Upon such acquisition, the
Purchasers held an aggregate of approximately 1424 Units, or approximately 14.0%
of the total outstanding Units.
2
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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: July 6, 1999
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD GROWTH FUND II, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MORAGA-DEWAAY FUND, LLC
By Moraga Partners, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
3
<PAGE>
MP VALUE FUND 4, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
/s/ Steven Gold
STEVEN GOLD
4
