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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RESOURCES ACCRUED MORTGAGE INVESTORS LP SERIES 86
(Name of Subject Company)
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
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Glen Fuller 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)
<PAGE>
The Schedule 14D-1 filed as of November 3, 1999 and amended as of November 10,
1999 by the above-named bidders is hereby further amended as set forth below.
Items not amended remain unchanged, and capitalized terms are used as defined in
the original Schedule.
Item 1. Security and Subject Company.
(b) The Offer price is hereby increased to $20 per Unit.
Item 11. Material to be Filed as Exhibits.
(a)(6) Supplement to Offer dated November 17, 1999.
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: November 17, 1999
SUTTER OPPORTUNITY FUND, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
Robert Dixon, Manager
SUTTER CAPITAL MANAGEMENT, LLC
By: /s/ ROBERT DIXON
Robert Dixon, Manager
MP INCOME FUND 15, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C.E. PATTERSON
C.E. Patterson, President
MacKENZIE PATTERSON SPECIAL FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C.E. PATTERSON
C.E. Patterson, President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C.E. PATTERSON
C.E. Patterson, President
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C.E. PATTERSON
C.E. Patterson, President
MP ACQUISITION COMPANY, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C.E. PATTERSON
C.E. Patterson, President
3
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MacKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C.E. PATTERSON
C.E. Patterson, President
MacKENZIE PATTERSON SPECIAL FUND 2, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C.E. PATTERSON
C.E. Patterson, 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, Manager
PREVIOUSLY OWNED MORTGAGE PARTNERSHIP INCOME FUND 3, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C.E. PATTERSON
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C.E. PATTERSON
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C.E. PATTERSON
C.E. Patterson, President
CAL KAN, INC.
By: /s/ C.E. PATTERSON
C.E. Patterson, President
/s/ C.E. PATTERSON
C.E. Patterson
4
<PAGE>
/s/ STEVEN GOLD
Steven Gold
/s/ THOMAS A. FRAME
Thomas A. Frame
/s/ JAMES HILLMAN
James Hillman
5
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EXHIBIT INDEX
Exhibit Description Page
(a)(6) Supplement to Offer dated November 17, 1999.
Exhibit (a)(6)
<PAGE>
November 17, 1999
TO: UNIT HOLDERS OF RESOURCES ACCRUED MORTGAGE INVESTORS
L.P. - Series 86
SUBJECT: SUPPLEMENT TO OFFER TO PURCHASE UNITS
OFFER PRICE INCREASED TO $20 PER UNIT
Dear Unit Holder:
The Purchasers identified below have offered to purchase up to a maximum of
165,001 Units of limited partnership interest (the "Units") in RESOURCES ACCRUED
MORTGAGE INVESTORS L.P. - Series 86, a Delaware limited partnership(the
"Partnership") on the terms set forth in the Offer previously mailed to you or
accompanying this Supplement. By this Supplement, we hereby notify all Unit
holders that we have increased the Offer price to
$20 per Unit
The Partnership disclosed in its quarterly report on Form 10Q (available on
the SEC website at www.sec.gov) that in August 1999 it received proceeds from
sale of a real property underlying a Partnership loan. Accordingly, the
Purchasers are willing to increase their Offer price to $20 per Unit, less the
amount of any distributions declared or made with respect to the Units between
the Offer Date and the Expiration Date.
After carefully considering the Offer, if you elect to tender your Units, mail
(using the enclosed pre-addressed, postage paid envelope) or telecopy a duly
completed and executed copy of the Letter of Transmittal (the purple form) and
Change of Address forms, and any other documents required by the Letter of
Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) December 10, 1999
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
