SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
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)
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The Schedule 14D-1 filed as of November 3, 1999 and amended as of November
10 and November 17, 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) As of November 17, 1999, an affiliate of the Partnership's
General Partner commenced a tender offer for approximately 45% of the
outstanding Units for a purchase price of $22 per Unit. The Purchasers are not
willing to match or exceed this price. The Partnership has advised the
Purchasers that it will not recognize any transfers which might cause the total
transfers in any 12 month period to equal or exceed 50% of the capital interests
in the Partnership. The Purchasers' offer includes express conditions which
permit them to cancel the Offer in the event, among other events, that the
Purchasers " shall have become aware of any fact that, in the reasonable
judgment of the Purchasers, does or may have a material adverse effect on the
value of the Units;" or "shall have ... learned that (i) more than fifty percent
of the outstanding Units have been or are proposed to be acquired by another
person (including a "group" within the meaning of Section 13(d)(3) of the
Exchange Act), or (ii) any person or group that prior to such date had filed a
Statement with the Commission pursuant to Sections 13(d) or (g) of the Exchange
Act has increased or proposes to increase the number of Units beneficially owned
by such person or group as disclosed in such Statement by two percent or more of
the outstanding Units." As a tender offer by an affiliate of the General Partner
has been commenced for approximately 45% of the Units at a price in excess of
that the Purchasers are willing to pay, the Purchasers have determined to
withdraw the Offer. The Purchasers believe that such a tender offer by an
affiliate of the General Partner is functionally equivalent to a tender for a
majority interest or the increase by two percent in ownership interest of a
filer under Section 13(d) (as an owner of 5% or more of the outstanding class of
securities). Furthermore, the Purchasers would be unable to purchase more than a
maximum number of Units equal to approximately 5% of the outstanding Units and
then only to the extent the General Partner affiliate's offer was fully
consummated. The Purchasers believe that these circumstances do or may have
a material adverse effect on the value of the Units to the Purchasers.
Accordingly, the Offer is withdrawn and will no longer be of any force or
effect. As of the date hereof, no units have been tendered to the Purchasers and
not withdrawn.
Item 11. Material to be Filed as Exhibits.
(a)(7) Press Release dated November 24, 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 24, 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
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/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)(7) Supplement to Offer dated November 24, 1999.
Exhibit (a)(7)
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PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
November 24, 1999
Offer for Units of Limited Partnership Interest of RESOURCES ACCRUED MORTGAGE
INVESTORS L.P. - Series 86 withdrawn
The Offer to purchase up to 165,001 Units of RESOURCES ACCRUED
MORTGAGE INVESTORS L.P. - Series 86 by 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 (collectively the "Purchasers") has been
withdrawn. An affiliate of the issuer's general partner has made an offer to
purchase Units at a price of $22 per Unit, which exceeds the maximum price the
Purchasers are currently willing to pay for the Units by 10%. Accordingly, the
Purchasers have withdrawn the Offer.
As of November 23, 1999, no Units had been tendered to the bidders
by security holders and not withdrawn. Any Units which may be tendered hereafter
will be returned to the holders, and the holders referred to the competing
bidder.
For further information, contact Glen Fuller at the above telephone
number.
