SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
Amendment No. 1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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SECURED INCOME L.P.
(Name of Subject Company)
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
MACKENZIE PATTERSON SPECIAL FUND, L.P.;
MACKENZIE PATTERSON SPECIAL FUND 3, LLC;
MACKENZIE SPECIFIED INCOME FUND, L.P.;
MP VALUE FUND 5, LLC.;
CAL-KAN, INC.; JDF & ASSOCIATES, LLC;
MORAGA GOLD, LLC; AND
STEVEN GOLD
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
C.E. Patterson 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>
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
ACCELERATED HIGH YIELD PENSION INVESTORS, 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
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
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
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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
10. Type of Reporting Person (See Instructions)
PN
<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 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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
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 SPECIFIED INCOME 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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
10. Type of Reporting Person (See Instructions)
PN
<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
STEVEN GOLD
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 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
IN
<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
MP VALUE FUND 5, 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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 8 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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
10. Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP NO. None 14D-1 Page 9 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
JDF & ASSOCIATES, 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
Texas
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1 Page 10 of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA GOLD, 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 750
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0.1%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
This Amendment No. 2 to Schedule 14D-1 amended the Schedule 14D-1 filed
June 29, 1998 (the "Schedule") by the above-named Bidders.
This Amendment No. 1 is the final amendment to the Schedule filed to report
the termination of the Offer and its results. The Offer terminated on July 31,
1998. The Offer resulted in the tender and acceptance for payment of a total of
1,000 Units. Because certain of the Purchasers subsequently determined to make a
new offer for the Units at a price of $6.75 per Unit, the Purchasers
unilaterally determined, after termination of the offer, to pay sellers
hereunder a price equal to $6.75 per Unit.
11
<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: August 14, 1998
ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MP VALUE FUND 5, LLC.
By MacKenzie Patterson, Manager
By: /s/ C, E, Patterson
C.E. Patterson, President
MACKENZIE SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
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 3, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
CAL-KAN, INC.
By: /s/ C. E. Patterson
C.E. Patterson, President
12
<PAGE>
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
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, Manager
/s/ Steven Gold
Steven Gold
13
