SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Name of Subject Company)
MP VALUE FUND 4, L.P.; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 3, LLC;
MACKENZIE PATTERSON SPECIAL FUND 4, LLC;
and CAL KAN, INC.
(Bidders)
DEPOSITARY UNIT CERTIFICATES
(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)
<PAGE>
This Amendment No. 4 amends the Schedule 14D-1 filed March 25, 1999,
(the "Schedule") as amended by the Schedule 14D-1/A filed April 19, 1999, the
Schedule 14D-1/A filed April 26, 1999, and 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 herein 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
May 18, 1999. The Offer resulted in the tender by Unit holders, and acceptance
for payment by the Purchasers, of a total of 9,865 Units. Upon such acquisition,
the Purchasers held an aggregate of approximately 70,865 Units, or 5.78% of the
total outstanding Units. The Purchasers have sold all such Units and now
beneficially own none of the Units.
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<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: June 8, 1999
MP VALUE FUND 4, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
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
CAL KAN, INC.
By: /s/ Christine Simpson
Christine Simpson, Vice President
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