SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
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)
-----------------------
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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,026,480 $205.30
* For purposes of calculating the filing fee only. Assumes the
purchase of 183,300 Depositary Unit Certificates ("Units") at a
purchase price equal to $5.60 per Unit in cash. In connection with
the initial Schedule filed by Bidders for an offer to purchase
183,300 Units at $5.00 per Unit, the Bidders submitted a filing fee
equal to $183.30. Accordingly an additional fee of $22 is payable
with respect to this amendment.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
<PAGE>
CUSIP NO. None 14D-1 Page 2 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP VALUE FUND 4, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page 3 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP VALUE FUND 6, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 4 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP NO. None 14D-1 Page 5 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 6 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND 4, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 7 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CAL KAN, INC.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Kansas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.9%
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 (the
"Schedule") hereby amends the Schedule filed April 29, 1999 by the above-named
Bidders.
Item 1. Security and Subject Company.
(a) This Schedule relates to Depositary Unit Certificates of
limited partnership interest (the "Units") in U.S. Realty Partners Limited
Partnership, a South Carolina limited partnership (the "Issuer"), the subject
company. The address of the Issuer's principal executive offices is 55 Beattie
Place, P.O. Box 1089, Greenville, South Carolina 29602.
(b) This Schedule relates to the offer by 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.
(collectively the "Purchasers") to purchase up to 183,300 Units. The Purchasers
originally offered at a purchase price equal to $5.00 per Unit, less the amount
of any distributions declared or made with respect to the Units between March
25, 1999 (the "Offer Date") and April 29, 1999, or such other date to which this
Offer may be extended (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 25, 1999 (the "Offer
to Purchase") and the related Letter of Transmittal, copies of which are
attached to the original Schedule as Exhibits (a)(1) and (a)(2), respectively.
By this amendment, the Purchasers hereby increase the purchase price to $5.60
per Unit and extend the Expiration date to May 3, 1999. The Issuer had 1,222,000
Units issued and outstanding held by approximately2,033 Unit holders as of
December 31, 1997, according to its annual report on Form 10-K for the year then
ended.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information
Concerning the Purchasers" and Schedule I in the Offer to Purchase is
incorporated herein by reference. During the last five years, neither the
Purchasers nor, to the best of the knowledge of the Purchasers, any person named
on Schedule I to the Offer to Purchaser nor any affiliate of the Purchasers (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, Federal or state securities
laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject
Company.
(a)-(b) See the discussion under the caption "Certain Information
Concerning the Purchasers" in the Offer to Purchase for information concerning
purchases of Units by certain of the Purchasers and their affiliates. Other than
the foregoing, since January 1, 1996, there have been no transactions between
any of the persons identified in Item 2 and the Issuer or, to the knowledge of
the Purchaser, any of the Issuer's affiliates or general partner, or any
directors or executive officers of any such affiliates or general partner.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
8
<PAGE>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) - (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference. Other than
as set forth therein, the Purchasers have no plans or proposals that would
relate to or would result in any of the transactions, changes or other results
described in Item 5(a) through (g) of Schedule 14D-1.
(f) Not applicable.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchasers" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchasers" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(5) Form of Letter to Unit holders dated April 16, 1999
(a)(6) Press Release
(b)-(f) Not applicable.
9
<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: April 16, 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
10
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(5) Form of Letter to Unit holders dated April 16, 1999
(a)(6) Press Release
Exhibit (a)(5)
<PAGE>
April 16, 1999
TO: UNIT HOLDERS OF U.S. REALTY PARTNERS LIMITED
PARTNERSHIP
SUBJECT: OFFER BY CAL KAN AND AFFILIATES TO PURCHASE UNITS
INCREASED TO $5.60 PER UNIT
Dear Unit Holder:
In light of the recent offer made by AIMCO Properties, L.P. ("AIMCO LP") to
acquire depositary unit certificates representing assignments of limited
partnership interest ("Units") in U.S. Realty Partners Limited Partnership (the
"Partnership"), MP Value Fund 4, L.P.; MP Value Fund 6, LLC; MacKenzie Patterson
Special Fund, L.P.; MacKenzie Patterson Special Fund 3, L.P.; MacKenzie
Patterson Special Fund 4, LLC; and Cal Kan, Inc (collectively the "Purchasers")
are hereby amending their original offer. Under terms of the amended offer, the
Purchasers are now offering to purchase up to 183,300 Units at a purchase
price of
$5.60 per Unit
and extending the expiration of the offer until May, 3, 1999, subject to all of
the other terms contained in the original offer.
As was disclosed in the original offer, the Purchasers, like AIMCO LP, are
making the Offer for investment purposes and with the intention of making a
profit from the ownership of the Units. In establishing the purchase price of
$5.60 per Unit, the Purchasers are motivated to establish the lowest price which
might be acceptable to Unit holders consistent with the Purchasers' objectives.
In its response to the AIMCO LP offer, the general partner of the Partnership,
which is an affiliate of AIMCO LP, was unable to make a recommendation as to
whether the AIMCO LP offer should be accepted. The general partner did, however,
state that "Limited Partners who desire to presently liquidate their interest in
the Partnership for cash should tender their Units for the greatest purchase
price available." At this time, there are three other offers to purchase units
at prices ranging from less than $2.10 to $5.50 per unit. Accordingly, the
current offer of $5.60 being made by the Purchasers is the highest price
currently available.
There is no public market for the Units, and neither the Unit holders nor the
Purchasers had any accurate means for determining the actual present value of
the Units prior to the AIMCO offer. However, the AIMCO LP offer included an
estimate of the net liquidation value Per unit in connection with its offer as
estimated by AIMCO LP, which is an affiliate of the Partnership's general
partner, of $5.50 per Unit. The Purchasers' amended offer price is 1.8% higher
than this amount.
The Purchasers urge Limited Partners to carefully consider their alternatives.
If you elect to tender your Units, please follow the instructions included with
the original offer materials. There is no need to have a new Letter of
Transmittal (the green form included with the original offer materials) as the
Purchasers are required to pay the highest price they offer. If you have any
questions or need assistance, please call the Depositary at 800-854-8357.
Exhibit (a)(6)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
April 16, 1999
Offer for depositary unit certificates representing assignments of
limited partnership interest ("Units") in U.S. Realty Partners Limited
Partnership (the "Partnership"), extended through May 3, 1999.
MP Value Fund 4, L.P.; MP Value Fund 6, LLC; MacKenzie Patterson
Special Fund, L.P.; MacKenzie Patterson Special Fund 3, L.P.; MacKenzie
Patterson Special Fund 4, LLC; and Cal Kan, Inc (collectively the "Purchasers")
have increased to offer price to $5.60 per Unit and extended the expiration date
for their tender offer to purchase up to 183,300 Units of the Partnership
through May 3, 1999.
As of April 16, 1999, no Units had been tendered to the bidders by
security holders and not withdrawn.
For further information, contact Christine Simpson at the above
telephone number.
