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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CAPITAL GROWTH MORTGAGE INVESTORS, L.P.
(Name of Subject Company)
PREVIOUSLY OWNED MORTGAGE ACCELERATED HIGH YIELD
PARTNERSHIPS INCOME FUND 3, L.P. INSTITUTIONAL INVESTORS, L.P.
(Bidder) (Bidder)
ACCELERATED HIGH YIELD ACCELERATED HIGH YIELD
INSTITUTIONAL FUND I, L.P. INCOME FUND I, L.P.
(Bidder) (Bidder)
ACCELERATED HIGH YIELD SUMMIT VENTURE
INCOME FUND II, L.P. (Bidder)
(Bidder)
MORAGA FUND 1, L.P. MORAGA GOLD, LLC
(Bidder) (Bidder)
BEAGLE FUND 7, L.P. CAL KAN, INC.
(Bidder) (Bidder)
DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(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 on August 27, 1996 by the Co-Bidders named on the cover
page and amended pursuant to an Amendment No. 1 dated September 4, 1996 is
hereby further amended as set forth below.
Item 1. Security and Subject Company.
(b) This Schedule relates to the offer by Previously Owned Mortgage
Partnerships Income Fund 3, L.P., Accelerated High Yield Institutional
Investors, L.P., Accelerated High Yield Institutional Fund I, L.P., Accelerated
High Yield Income Fund I, L.P., Accelerated High Yield Income Fund II, L.P.,
Summit Venture, Moraga Fund 1, L.P., Moraga Gold, LLC, Beagle Fund 7, L.P., and
Cal Kan, Inc., (the "Purchasers"), to purchase up to 2,818,800 outstanding
Depositary Units of Limited Partnership Interest (the "Units"), of Capital
Growth Mortgage Investors, L.P. at a purchase price which was increased to $2.10
per Unit less the amount of any distributions made with respect to the Units
between August 27, 1996 and the expiration date of October 4, 1996, as extended
hereby, or such later date to which the Purchasers may further extend the offer,
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 27, 1996 (the "Offer to Purchase"), the related Letter of
Transmittal, and Supplement No. 1 dated September 4, 1996 to the Offer to
Purchase ("Supplement No. 1"), copies of which are attached hereto as Exhibits
(a)(1), (a)(2), and (a)(4) respectively. The expiration date of the offer made
pursuant to the Offer to Purchase and Supplement No. 1 is hereby extended from
September 26, 1996 through October 4, 1996. The Partnership had 7,047,000 Units
outstanding as of December 31, 1995.
Item 10. Additional Information.
(f) Reference is hereby made to the press release dated September
26, 1996, a copy of which is attached hereto as Exhibit (a)(5) and which is
incorporated herein in its entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(5) Press release September 26, 1996.
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: September 26, 1996 PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS
INCOME FUND 3, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
ACCELERATED HIGH YIELD INSTITUTIONAL
FUND I, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
ACCELERATED HIGH YIELD INCOME
FUND I, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
ACCELERATED HIGH YIELD INCOME
FUND II, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
3
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MORAGA FUND 1, L.P.
By: Moraga Partners, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
MORAGA GOLD, LLC
By: Moraga Partners, Inc.,
Member
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
By: David B. Gold Trust,
Member
By: /s/ Stephen Gold
Stephen Gold
BEAGLE FUND 7, L.P.
By: /s/ Robert Dixon
Robert Dixon,
General Partner
CAL KAN, INC.
By: /s/ Robert Dixon
C. E. Patterson,
President
SUMMIT VENTURE
By: /s/ Barry Zemel
Barry Zemel,
Partner
4
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EXHIBIT INDEX
Exhibit Description Page
(a)(5) Press release dated September 26, 1996.
5
<PAGE>
Exhibit (a)(5)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
September 26, 1996
Offer by Cal Kan, Inc. and others for Depositary Units of Limited Partnership
Interest of Capital Growth Mortgage Investors, L.P. Extended through October 4,
1996.
Previously Owned Mortgage Partnerships Income Fund 3, L.P.,
Accelerated High Yield Institutional Investors, L.P., Accelerated High Yield
Institutional Fund I, L.P., Accelerated High Yield Income Fund I, L.P.,
Accelerated High Yield Income Fund II, L.P., Moraga Fund 1, L.P., Summit
Venture, Moraga Gold, LLC, Beagle Fund 7, L.P. and Cal Kan, Inc. (the "bidders")
have extended the expiration date of their tender offer for depositary Units of
limited partnership interest of Capital Growth Mortgage Investors, L.P. The
offer was originally set to expire on September 26, 1996, and has been extended
through October 4, 1996. The bidders have offered to purchase up to 2,818,000 of
the Units.
As of September 26, 1996, approximately 28,500 Units had been
tendered to the bidders by security holders and not withdrawn.
For further information, contact Christine Simpson at the above
telephone number.
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