SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
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)
Calculation of Filing Fee
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| Transaction | Amount of |
| Valuation* | Filing Fee |
| | |
| $5,919,480 | $1,183.90 |
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* For purposes of calculating the filing fee only. A filing fee of
$1,127.52 was paid upon filing the initial Schedule 14D-1, based on
the assumed purchase of 2,818,800 Depositary Units of Limited
Partnership Interest ("Units") of the subject company at $2.00 in
cash per Unit. The purchase price
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has been increased by $0.10 per Unit, resulting in an increase in
the transaction valuation of $281,880 for purposes of calculating
the filing fee (to bring the total transaction valuation to
$5,919,480), and an additional filing fee in the amount of $56.38
(to bring the total filing fee to $1,187.90). This additional
filing fee is hereby paid in connection with the filing of this
Amendment No. 1.
[ ] 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:
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The Schedule 14D-1 filed on August 27, 1996 by the Co-Bidders named on the cover
page is hereby 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 the
Partnership at a purchase price which has been increased to $2.10 per Unit less
the amount of any distributions made with respect to the Units between August
27, 1996 and September 26, 1996, or such later date to which the Purchasers may
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 Partnership had
7,047,000 Units outstanding as of December 31, 1995.
Item 10. Additional Information.
(f) Reference is hereby made to the Offer to Purchase, the related
Letter of Transmittal and Supplement No. 1, copies of which are attached hereto
as Exhibits (a)(1), (a)(2), and (a)(4), respectively, and which are incorporated
herein in their entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(4) Supplement No. 1 dated September 4, 1996 to
Offer to Purchase dated August 27,
1996.
3
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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 4, 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
4
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ACCELERATED HIGH YIELD INCOME
FUND II, L.P.
By: MacKenzie Patterson, Inc.,
General Partner
By: /s/ C. E. Patterson
C. E. Patterson
Title: President
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/ C. E. Patterson
C. E. Patterson,
President
5
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SUMMIT VENTURE
By: /s/ Barry Zemel
Barry Zemel,
Partner
6
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EXHIBIT INDEX
Exhibit Description Page
(a)(4) Supplement No. 1 dated September 4, 1996 to Offer
to Purchase dated August 27, 1996.
7
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Exhibit (a)(4)
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SUPPLEMENT NO. 1 DATED SEPTEMBER 4, 1996 TO
OFFER TO PURCHASE FOR CASH UP TO 2,818,800
DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
OF
CAPITAL GROWTH MORTGAGE INVESTORS, L.P.
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.
CAL KAN, INC. (collectively the "Purchasers")
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
PACIFIC DAYLIGHT TIME, ON SEPTEMBER 26, 1996, UNLESS THE OFFER IS EXTENDED. THE
PURCHASE PRICE HAS BEEN INCREASED TO $2.10 PER UNIT.
The Purchasers have offered to purchase up to 2,818,800 Depositary
Units of limited partnership interest (the "Units") of Capital Growth Mortgage
Investors, L.P., a Delaware limited partnership (the "Partnership"), at a
purchase price which is hereby increased to $2.10 per Unit, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 27,
1996 (the "Offer to Purchase"), in the related Letter of Transmittal, and in
this Supplement No. 1 to the Offer to Purchase dated September 4, 1996
("Supplement No. 1") as each may be supplemented or amended from time to time
(which together constitute the "Offer").
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE OFFER AS SET FORTH IN THE
OFFER TO PURCHASE DATED AUGUST 27, 1996, AND ALL TERMS AND CONDITIONS OF THE
OFFER, REMAIN IN FULL FORCE AND EFFECT.
Questions, requests for assistance or additional copies of the
Offer to Purchase, this Supplement No. 1 or the Letter of Transmittal may be
directed to the Purchasers at 1-800-854-8357.
INCREASE IN OFFER PRICE
The Offer price has been increased from $2.00 per Unit to $2.10 per
Unit, less the amount of any distributions declared or made with respect to the
Units between August 27, 1996 (the "Offer Date") and September 26, 1996, or such
other date to which this Offer may be extended (the "Expiration Date").
THE HAWTHORNE OFFER
Since the date of the Offer to Purchase, a competing offer for the
Units has been made. The offer dated August 28, 1996, was made by Hawthorne
Investors, LLC ("Hawthorne"), an entity not affiliated with any of the
Purchasers, for up to 345,303 of the Units (equal to approximately 4.9% of the
outstanding Units) for a price of $2.10 per Unit under an offer which expires as
of September 30, 1996, provided that the offeror has reserved the right to
terminate the offer at any time in its sole discretion. THE HAWTHORNE OFFER DOES
NOT COMPLY WITH SECTION 14(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER AND THE
DISCLOSURE PROVIDED BY HAWTHORNE DOES NOT SATISFY THE REQUIREMENTS OF SCHEDULE
14d-1. HAWTHORNE IS NOT REQUIRED TO COMPLY WITH SUCH REQUIREMENTS BECAUSE THE
OFFER IS FOR LESS THAN FIVE PERCENT OF THE OUTSTANDING UNITS. The Purchasers
were contacted by Hawthorne and had a telephone conversation with Hawthorne on
September 3, 1996 concerning a possible participation in the Purchasers' Offer,
but no agreement was reached with Hawthorne, nor were any commitments made
between Hawthorne and the Purchasers. If any substantive discussions occur
between the Purchasers and Hawthorne in the future, the Offer will be promptly
amended to disclose the nature and substance of such discussions.
No person has been authorized to give any information or to make
any representation on behalf of the Purchasers not contained in the Offer and,
if given or made, such information or representation must not be relied upon as
having been authorized.
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