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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Resources Accrued Mortgage Investors L.P. - Series 86,
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(Name of Subject Company)
Resources Accrued Mortgage Investors L.P. - Series 86,
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(Name of Person Filing Statement)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Michael Ashner
Resources Capital Corp.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
Mark I. Fisher, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8877
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<PAGE>
Item 1. Security and Subject Company
The name of the subject partnership is Resources Accrued Mortgage
Investors L.P.-Series 86, (the "Partnership"), a Delaware limited partnership,
and the address of its principal executive offices is 5 Cambridge Center 9th
Floor, Cambridge, Massachusetts 02142. The title of the class of equity
securities to which this Statement relates is Units of Limited Partnership
Interest of the Partnership ("Units").
Item 2. Tender Offer of the Bidder
This Statement relates to the tender offer of Sutter Opportunity Fund, LLC
("SOF"), Sutter Capital Management, LLC ("SCM"), MP Income Fund 15, LLC,
Mackenzie Patterson Special Fund, L.P., Mackenzie Patterson Special Fund 2,
L.P., Mackenzie Patterson Special Fund 4, LLC, MP Falcon Fund, LLC, MP Value
Fund 4, LLC Previously Owned Mortgage Partnership Income Fund 3, L.P.,
Accelerated Yield Institutional Investors, Ltd., Accelerated High Yield
Institutional Fund, Ltd., Cal Kan, Inc., Moraga Gold, LLC, C.E. Paterson, James
Hillman ("Hillman"), Steven Gold ("Gold"), Thomas A. Frame ("Frame") and MP
Acquisition Company, LLC (collectively, the "Purchasers"), to purchase 165,001
of the outstanding Units at a purchase price of $15 per Unit, pursuant to the
terms and conditions of an Offer to Purchase dated November 3, 1999, and the
related Letter of Transmittal (together, the "Sutter Offer"). The Sutter Offer
is being made pursuant to a tender offer statement on Schedule 14D-1 dated
November 3, 1999 as amended by Amendment No. 1 to Schedule 14D-1 dated November
12, 1999 (the "Amendment").
According to the Sutter Offer, the principal business address of SOF and
SCM is 595 Market Street, Suite 2100, San Francisco, California 94105; the
principal business address for Gold is Four Embarcadero, Suite 3610, San
Francisco, California 94111; the principal business address for Frame is 4518
Glencannon Drive, Suisun, California 94585; the principal business address for
Hillman is #1 Raiser Plaza, Suite 405, Oakland, CA 94612, and the principal
business address for all other Purchasers is 1640 School Street, Moraga,
California 94556.
Item 3. Identity and Background
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) Certain Relationships. The Partnership's general partners (the
"General Partner") hold a 5% equity interest in the Partnership and thus
receive, as a continuing interest in the Partnership, an amount equal to a 5%
allocation of the Partnership's profits and losses and 5% of distributions.
Resources Capital Corp., the Partnership's administrative general partner, is
entitled to receive an asset management fee for services rendered in the
administration and management of the Partnership's operations equal to 1/4 of 1%
per annum of the Net Asset Value of the Partnership, as defined in the
Partnership's Limited Partnership Agreement. Payment of the asset management fee
was deferred until commencement of the disposition of the Partnership's mortgage
loans, with interest on the amount deferred at 10% per annum, compounded
annually. The Partnership's administrative general partner earned $114,114,
including accrued interest of $111,674 for the nine months ended September 30,
1998 while no
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asset management fee was earned for the nine months ended September 30, 1999.
For the years ended December 31, 1998, 1997 and 1996, the Partnership's
administrative general partner earned asset management fees of $75,334, $151,989
and $162,567, respectively, including accrued interest of $73,527, $144,758 and
$158,607. In May 1999, the Partnership's administrative general partner was paid
$891,608 representing interest on the deferred asset management fee. In
addition, the Partnership's administrative general partner was paid asset
management fees of $174,298 in August 1998, $193,426 in May 1997 and $54,134 in
July 1997. At September 30, 1999, the Partnership owed $460,892 in asset
management fees.
The Partnership's administrative general partner is also entitled to
receive a mortgage servicing fee at an annual rate of 1/4 of 1% per annum of the
principal balance of the Partnership's mortgage loans outstanding from time to
time. Payment of the mortgage servicing fee is deferred until disposition of the
applicable mortgage loan, with interest on the amount deferred at 10% per annum,
compounded annually. The Partnership's administrative general partner earned
$33,352, including accrued interest of $10,356 for the nine months ended
September 30, 1998, while no mortgage servicing fee was earned for the nine
months ended September 30, 1999. For the years ended December 31, 1998, 1997 and
1996, the Partnership's administrative general partner earned mortgage servicing
fees of $33,943, the $71,880 and $93,527, respectively, including accrued
interest of $20,378, $42,817 and $28,120. In addition, the Partnership's
administrative general partner was paid mortgage servicing fees of $43,528 in
August 1998, $381,648 in July 1998, $197,600 in June 1997, $58,900 in May 1997
and $86,827 in June 1996.
A conflict of interest exists for the General Partner between continuing
the Partnership and receiving the fees described above and liquidating the
Partnership.
In addition, affiliates of the General Partner hold a 5% special limited
partnership interest in West Palm Associates Limited Partnership ("West Palm")
and promissory notes of West Palm which are secured by an approximate 35.7%
limited partner interest in West Palm. West Palm is the obligor under a second
mortgage note with a current principal balance of $5,000,000 (the "Note") held
by the Partnership. The Note bears interest at 7% per annum and matures in
February 2017. West Palm is not required to make any payments of principal or
interest until maturity. West Palm has approached the Partnership with a
proposal to restructure the Note. The current proposal to restructure the Note
provides for the Partnership to receive from the proceeds of a sale of the
property owned by West Palm, after satisfaction of all prior loans (which
include a first mortgage loan with a current balance of approximately
$38,600,000), certain expenses and closing costs, an amount equal to the first
$1,200,000 of the remaining sale proceeds, if any, plus 60% of all additional
sales proceeds. The General Partner is currently evaluating this proposal. As a
result of the interest which affiliates of the General Partner hold in West
Palm, a conflict of interest could arise in connection with the proposal to
restructure the Note.
On October 14, 1999, Allan Rothschild, the then President of the
Partnership's administrative general partner, received a telephone call from
C.E. Patterson, President of Mackenzie Patterson, Inc., an affiliate of the
Purchasers. During the telephone conversation, Mr. Patterson indicated that his
affiliates were interested in acquiring the Partnership, including the General
Partner's interest in the Partnership. Mr. Rothschild responded that the General
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<PAGE>
Partner's interest was not for sale and that any offer to acquire the
Partnership would be evaluated in light of the best interests of the limited
partners.
On October 15, 1999, Mr. Rothschild received a letter from Mr. Patterson
containing an offer to purchase the General Partner's interest in the
Partnership for $600,000 in conjunction with an offer to purchase all of the
limited partnership interests in the Partnership for $12 per unit (subject to
possible upward adjustment). Mr. Patterson indicated in his letter that he would
expect the proposed transaction to close in January 2000. Mr. Patterson's letter
also contained an implied threat to proceed on a hostile basis if a "friendly"
approach failed.
The General Partner did not consider the Patterson offer to be in the best
interest of the Partnership or its limited partners. Accordingly, neither Mr.
Rothschild nor any other representative of the General Partner responded to the
Patterson offer.
On November 3, 1999, the General Partner received a letter from counsel to
the Purchasers in the Sutter Offer notifying it of the Sutter Offer and
providing a copy of the offering materials related thereto. The letter also
contained a request that the Partnership comply with certain provisions of the
Securities Exchange Act of 1934 as amended (the "Exchange Act") by either
providing the Purchasers with a list of the name and address of, and the number
of Units held by, each limited partner of the Partnership, or agreeing to mail
the Sutter Offer offering materials to limited partners.
On November 5, 1999, a representative of the General Partner telephoned a
representative of the Purchasers and stated that the Partnership would neither
provide the requested list of limited partner information nor agree to mail the
Sutter Offer offering materials, and that a letter from the Partnership's legal
counsel would be forthcoming.
On November 5, 1999, the Partnership's legal counsel mailed a letter
written on behalf of the Partnership to a representative of the Purchasers in
the Sutter Offer. In the letter counsel indicated that (i) the Sutter Offer was
for the purchase of any and all outstanding Units; (ii) the Partnership's
agreement of limited partnership prohibited the assignment of Units which would
in the opinion of counsel for the Partnership result in a termination of the
Partnership under the Internal Revenue Code and any such purported assignment
was void and ineffectual, (iii) the Sutter Offer specifically acknowledged that
the Partnership could terminate for federal income tax purposes as a result of
the consummation of the Sutter Offer and (iv) the provisions of the
Partnership's agreement of limited partnership prevent the Sutter Offer from
being fully consummated in accordance with its terms and, accordingly, the
Partnership was not required to comply with the November 3rd request.
On November 12, 1999 (i) the Purchasers filed the Amendment and made a new
request that the Partnership comply with certain provisions of the Exchange Act
by either providing the Purchasers with a list of the name and address of, and
the number of Units held by, each limited partner of the Partnership, or
agreeing to mail the Sutter Offer offering materials to limited partners and
(ii) the Partnership notified the Purchasers that the Partnership had elected to
comply with all of the provisions of Rule 14d-5(b) under the Exchange Act and
would be mailing the Sutter Offer offering materials to limited partners.
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<PAGE>
In a letter to limited partners dated November 16, 1999, the Partnership
disclosed that limited partners would be receiving an offer from an affiliate of
the General Partner to purchase Units at a price substantially above the price
provided for in the Sutter Offer and that the Partnership would be making no
recommendation with respect to the affiliate's offer.
Item 4. The Solicitation or Recommendation
(a) The Partnership has determined that the Sutter Offer is inadequate and
not in the best interests of the Partnership and its limited partners:
(b) The determination and recommendation set forth above was based on the
Partnership's belief that the purchase price in the Sutter Offer is
substantially below the value of the Units.
Item 5. Persons Retained, Employed or to be Compensated
None.
Item 6. Recent Transfers as an Intent with Respect to Securities
None.
Item 7. Certain Negotiations and Transactions by the Subject Company
In August 1999, an entity in which the Partnership held an equity
participation sold its sole asset, a 146,470 square foot office building in
Berkeley, California, to an unaffiliated third party. In connection with this
sale, the Partnership received $3,887,555 representing repayment of an
outstanding $550,000 note and its share of participation in sale proceeds. As a
result of the receipt of the foregoing payments, the Partnership anticipates
that it will be making a distribution from its current cash reserves within the
next ninety days. It is not possible at this time to determine the exact amount
of the distribution as cash reserves will be retained for both anticipated and
unanticipated future Partnership needs.
Item 8. Additional Information to be Furnished
None.
Item 9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) Letter from the Partnership to the limited partners,
dated November 16, 1999 in response to the Sutter Offer.
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Exhibit (b) None
Exhibit (c)(i) Letter from C.F. Patterson to Allan Rothschild, dated
October 15, 1999.
Exhibit (c)(ii) Letter from counsel to the Purchasers to the General
Partners, dated November 2, 1999.
Exhibit (c)(iii) Letter from legal counsel to the Partnership to
representatives of the Purchasers, dated November 5,
1999.
Exhibit (c)(iv) Letter from legal counsel to the Purchasers to the
Partnership, dated November 12, 1999.
Exhibit (c)(v) Letter from legal counsel to the Partnership to the
Purchasers, dated November 12, 1999.
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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.
RESOURCES ACCRUED MORTGAGE
INVESTORS, L.P.--SERIES 86
By: Resources Capital Corp.,
Administrative General Partner
Date: November 16, 1999 By: /s/ Michael Ashner
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President
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Exhibit (a)(i)
RESOURCES MORTGAGE INVESTORS L.P. -
SERIES 86
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(888) 448-5554
November 16, 1999
Dear Limited Partner:
Sutter Opportunity Fund LLC and its affiliates have commenced a tender offer to
purchase your limited partnership units in Resources Accrued Mortgage Investors
L.P. - Series 86 (the "Partnership") for a price of $15 per unit. We have also
become aware that Peachtree Partners has commenced a tender offer to purchase
limited partnership units at $11.25 per unit.
We are required by the rules of the Securities and Exchange Commission to make a
recommendation on the Sutter and Peachtree offers and we are strongly
recommending that you reject both offers. Our recommendation is based on our
belief the both the Sutter offer and the Peachtree offer are being made at
prices substantially below the value of your units. You should also be aware
that the Partnership believes that the Peachtree offer violates certain
provisions of the Partnership Agreement and that the Partnership will not
process any assignment of units purported to be made under the Peachtree offer.
You should also know that you will be receiving within the next few days an
offer from an affiliate of the General Partners of the Partnership to purchase
your units at a price substantially above the price provided for in both the
Sutter offer and the Peachtree offer. This offer may be identified by its BLUE
TRANSMITTAL LETTER. Because of the offeror's affiliation with the General
Partners, we will be making no recommendation with respect to this offer.
We are enclosing for your information a copy of the Schedule 14D-9 which we have
filed with the Securities and Exchange Commission which sets forth more detailed
information. If you have any questions or would like further information, please
contact us at (888) 448-5554.
Sincerely,
RESOURCES ACCRUED MORTGAGE
INVESTORS L.P. - SERIES 86
Exhibit (c)(i)
(MacKenzie Patterson, Inc. Letterhead)
October 15, 1999
Mr. Alan Rothschild
NorthStar Presidio
411 West Putnam Avenue, Suite 270
Greenwich, CT 06830
By Facsimile and Overnight Mail 203-862-7460
Re: RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86
Dear Mr. Rothschild:
Thank you for taking the time to speak with us on the phone yesterday. As we
mentioned, our company, MacKenzie Patterson Inc., manages several hedge funds
which concentrate on real estate securities. Through several of our Funds, we
own units of Resources Accrued Mortgage Investors 86 (Ram 86). We believe the
potential in this fund to be high and would like to discuss a possible sale of
your General Partnership interest in conjunction with a merger or acquisition of
the partnership as a whole. In our experience it is best to be "friendly" in our
approach and to that end we would prefer to negotiate with NorthStar Presidio
directly. We are willing to pay your company $600,000 for your general
partnership interest, which we believe is an extremely generous valuation of the
income stream you might hope to achieve in the future.
We would make said offer in conjunction with an offer to purchase all of the
outstanding units in Ram 86 from the current unit holders. The only valuation
you have provided indicates a unit net asset value approaching $11 per unit, but
we know that this does not attribute any value to the Berkeley office building
note, a note we believe does, in fact, have value. We propose to offer limited
partners $12 per unit, a price in excess of the indicated value, but we would
certain consider a higher offer upon demonstration by you that the net asset
value per partnership unit exceeds $12 substantially.
Such an offer, if accepted, would require approximately $4,600,000. We currently
have well over $5,000,000 in cash evidence of which we are willing to
demonstrate; in addition, we have liquid assets which are available to fund this
investment which exceed $10,000,000. We are prepared to make a good-faith
deposit into escrow of $200,000 upon acceptance in principal of the terms of the
consolidation, and would expect to close on the transaction shortly after the
first of the year, at date we presume will be more favorable for your partners
than a 1999 closing date.
We would appreciate hearing from you by Wednesday, October 20 so that, in the
unhappy event we cannot agree upon terms, we can explore other avenues of
acquisition. I can be reached directly at 925-631-9100 ext. 204.
Sincerely,
From the desk of...
C.E. Patterson
C.E. Patterson President
President MacKenzie Patterson, Inc.
1640 School Street
cc: Ed Sheetz Moraga, California 94556
925-631-9100
Fax: 925-631-9119
Exhibit (c)(ii)
LAW OFFICES OF
DERENTHAL & DANNHAUSER
One Post Street, Suite 575
SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4544
FACSIMILE (415) 981-4400
November 2, 1999
BY HAND DELIVERY
Allan B. Rothschild
President
Resources Capital Corp.
411 West Putnam Avenue, Suite 270
Greenwich, Connecticut 06830
Re: Tender Offer for Units RESOURCES ACCRUED MORTGAGE INVESTORS LP
SERIES 86, a Delaware limited partnership (the "Partnership")
Dear Mr. Rothschild:
Enclosed is a copy of the Schedule 14D-1 filed with the Securities and
Exchange Commission ("SEC") by those bidders identified in the Schedule
(referred to herein and therein as the "Purchasers") as tender offer bidders for
Units of limited partnership interest (the "Units") of the Partnership.
This request is hereby delivered on behalf of the Purchasers to Resources
Capital Corp., in its capacity as administrative general partner of the
Partnership, the subject company, pursuant to Rule 14d-5(a) and (e), as
promulgated by the SEC under the Securities Exchange Act of 1934 (the "1934
Act"). The Purchasers' tender offer for any and all Units at a price of $15 per
Unit (the "Offer") is more fully described in the enclosed Schedule 14D-1 Tender
Offer Statement. Please be advised that:
1. The Purchasers are SUTTER OPPORTUNITY FUND, LLC; SUTTER CAPITAL
MANAGEMENT, LLC; MP INCOME FUND 15, LLC; MacKENZIE PATTERSON SPECIAL
FUND, L.P.; MacKENZIE PATTERSON SPECIAL FUND 2, L.P.; MacKENZIE
PATTERSON SPECIAL FUND 4, LLC; MP FALCON FUND, LLC; MP VALUE FUND 4,
LLC; PREVIOUSLY OWNED MORTGAGE PARTNERSHIP INCOME FUND 3, L.P.;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND, LTD.; CAL KAN, INC.; MORAGA GOLD,
LLC; C.E. PATTERSON; JAMES HILLMAN; STEVEN GOLD; THOMAS A. FRAME and
MP ACQUISITION COMPANY, LLC;
<PAGE>
Allan B. Rothschild
November 2, 1999
Page 2
2. The securities which are the object of the Offer are the Units of
limited partnership interest of the Partnership;
3. The Purchasers, as bidders, hereby make this request pursuant to
Rule 14d-5(a) to the Partnership as the subject company for the use
of the Unit holder list and security position listings (i.e., the
list containing the name under which record ownership of each Unit
is held by each holder thereof, the current address on the books of
the partnership or transfer agent for each such holder and the total
number of Units held by each such holder), for the purpose of
disseminating the Offer to the holders of Units;
4. The Purchasers are aware of and will comply with the provisions of
Rule 14d-5(f) under the 1934 Act;
5. The Purchasers hereby elect, pursuant to Rule 14d-5(f)(1) under the
1934 Act, to require the Partnership, as the subject company, to
disseminate to Unit holders amendments disclosing any material
changes to the tender offer materials in the event the Partnership
elects to disseminate the initial offer; and
6. Notification pursuant to Rule 14d-5(a)(4) of the election by
Partnership, as the subject company, pursuant to Rule 14d-5(a)(3)
should be given to:
Mr. Glen Fuller
MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Telephone No. (925) 631-9100
This request is hereby made this 3rd day of November 1999. We understand
that such notification will be provided no later than the second business day
following the date of receipt of this request.
Very truly yours,
Paul J. Derenthal
cc: Mr. Glen Fuller
Exhibit (c)(iii)
(Rosenman & Colin LLP Letterhead)
November 5, 1999
Paul J. Derenthal, Esq.
Derenthal & Dannhauser
One Post Street, Suite 575 E-MAIL ADDRESS
San Francisco, California 94104 [email protected]
Dear Mr. Derenthal:
This letter is written on behalf of our client, Resources Accrued Mortgage
Investors L.P. Series 86 (the "Partnership"), in response to your letter to
Allan B. Rothschild, dated November 2, 1999.
Pursuant to Schedule 14D-1 filed with the Securities and Exchange Commission
your clients have offered (the "Offer') to purchase any and all outstanding
units of limited partnership interest ("Units") of the Partnership. The
provisions of the Partnership's Agreement of Limited Partnership prohibit the
assignment of Units that "would, in the opinion of counsel for the Partnership,
result in the termination of the Partnership" under the Internal Revenue Code
and provide that any such purported assignment "shall be void and deemed
ineffectual and shall not bind or be recognized by the Partnership." Your
clients have specifically acknowledged in the Offer that "the Partnership could
terminate for federal income tax purposes as a result of the consummation of the
Offer."
The provisions of the Partnership's Agreement of Limited Partnership prevent the
Offer from being fully consummated in accordance with its terms. Accordingly,
the Partnership is not required to comply with your request purportedly made
pursuant to Rule 14d-5(a).
Very truly yours,
Mark I. Fisher
cc: Mr. Glen Fuller
Michael Ashner
Allan B. Rothschild, Esq.
Exhibit (c)(iv)
LAW OFFICES OF
DERENTHAL & DANNHAUSER
One Post Street, Suite 575
SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4544
FACSIMILE (415) 981-4400
November 12, 1999
BY HAND DELIVERY
Michael L. Ashner
President
Resources Capital Corp.
411 West Putnam Avenue, Suite 270
Greenwich, Connecticut 06830
Re: Tender Offer for Units RESOURCES ACCRUED MORTGAGE INVESTORS LP
SERIES 86, a Delaware limited partnership (the "Partnership")
Dear Mr. Ashner:
Enclosed is a copy of amendment number 1 to the Schedule 14D-1 filed with
the Securities and Exchange Commission ("SEC") by those bidders identified in
the Schedule (referred to herein and therein as the "Purchasers") as tender
offer bidders for Units of limited partnership interest (the "Units") of the
Partnership.
This request is hereby delivered on behalf of the Purchasers to Resources
Capital Corp., in its capacity as administrative general partner of the
Partnership, the subject company, pursuant to Rule 14d-5(a) and (e), as
promulgated by the SEC under the Securities Exchange Act of 1934 (the "1934
Act"). The Purchasers' tender offer for any and all Units at a price of $15 per
Unit (the "Offer") is more fully described in the enclosed amendment number 1 to
Schedule 14D-1 Tender Offer Statement. Please be advised that:
1. The Purchasers are SUTTER OPPORTUNITY FUND, LLC; SUTTER CAPITAL
MANAGEMENT, LLC; MP INCOME FUND 15, LLC; MacKENZIE PATTERSON SPECIAL FUND,
L.P.; MacKENZIE PATTERSON SPECIAL FUND 2, L.P.; MacKENZIE PATTERSON
SPECIAL FUND 4, LLC; MP FALCON FUND, LLC; MP VALUE FUND 4, LLC; PREVIOUSLY
OWNED MORTGAGE PARTNERSHIP INCOME FUND 3, L.P.; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD.; CAL KAN, INC.; MORAGA GOLD, LLC; C.E. PATTERSON; JAMES HILLMAN;
STEVEN GOLD; THOMAS A. FRAME and MP ACQUISITION COMPANY, LLC;
<PAGE>
Michael L. Ashner
November 12, 1999
Page 2
2. The securities which are the object of the Offer are the Units of limited
partnership interest of the Partnership;
3. The Purchasers, as bidders, hereby make this request pursuant to Rule
14d-5(a) to the Partnership as the subject company for the use of the Unit
holder list and security position listings (i.e., the list containing the
name under which record ownership of each Unit is held by each holder
thereof, the current address on the books of the partnership or transfer
agent for each such holder and the total number of Units held by each such
holder), for the purpose of disseminating the Offer to the holders of
Units;
4. The Purchasers are aware of and will comply with the provisions of Rule
14d-5(f) under the 1934 Act;
5. The Purchasers hereby elect, pursuant to Rule 14d-5(f)(1) under the 1934
Act, to require the Partnership, as the subject company, to disseminate to
Unit holders amendments disclosing any material changes to the tender
offer materials in the event the Partnership elects to disseminate the
initial offer; and
6. Notification pursuant to Rule 14d-5(a)(4) of the election by Partnership,
as the subject company, pursuant to Rule 14d-5(a)(3) should be given to:
Mr. Glen Fuller
MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Telephone No. (925) 631-9100
This request is hereby made this 12th day of November 1999. We understand
that such notification will be provided no later than the second business day
following the date of receipt of this request.
You will note that the Offer has been amended to resolve the issue raised
in your counsel's letter dated November 5, 1999. We do not concede the
Partnership's right to exercise its discretion to decline to mail the Offer as
it is required to do under Rule 14d-5, nor do we waive any rights to contest the
Partnership's intention to impose the limitation on transfer cited in your
counsel's letter, as that restriction is no longer necessary to prevent the
potential harm for which it was intended.
<PAGE>
Michael L. Ashner
November 12, 1999
Page 3
Furthermore, the Partnership has every opportunity to respond to the terms
of the Offer, or nay perceived defects in the Offer, in its Schedule 14D-9
filing. Nevertheless, although we believe the Partnership's position is without
merit, the Purchasers have amended the Offer to remove any impediment to the
Partnership's performance of its obligations under Rule 14d-5.
Very truly yours,
Paul J. Derenthal
cc: Mr. Glen Fuller
Mark I. Fisher, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022-2585
By overnight delivery (w/enc.)
Exhibit (c)(v)
(Rosenman & Colin LLP Letterhead)
November 12, 1999
Mr. Glen Fuller
MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Dear Mr. Fuller:
This letter is written on behalf of our client, Resources Accrued Mortgage
Investors L.P.-Series 86 (the "Partnership"), in response to the letter dated
November 12,1999 from Paul J. Derenthal containing a request pursuant to Rule
14d-5(a) under the Securities and Exchange Act of 1934 (the "Act") on behalf of
the Purchasers referred to in such letter (the "Purchasers").
On behalf of the Partnership and in accordance with Rule 14d-5(a)(4) under the
Act, this letter will confirm that (i) the Partnership elects to comply with all
of the provisions of Rule 14d-5(b) under the Act, (ii) there are approximately
11,500 holders of units of limited partnership interest in the Partnership,
(iii) copies of the Purchasers' tender offer materials should be delivered to
Global Financial Press, 75 Ninth Avenue, 2nd Floor, New York, New York 10011,
Attention: Jack Simunek and (iv) the approximate direct costs incidental to the
mailing of the Purchasers' tender offer materials is $28,750.
Very truly yours,
Mark I. Fisher
cc: Paul J. Derenthal, Esq.
Michael Ashner
