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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RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Name of Subject Company)
MP INCOME FUND 15, LLC; MP INCOME FUND 12, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD
INSTITUTIONAL FUND, LTD.; MORAGA FUND 1, L.P.; AND MORAGA GOLD, LLC
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee*
$1,290,000 $6.00
* For purposes of calculating the filing fee only. In connection with
the original Schedule and Amendment No. 1 to the Schedule filed by
the Bidders in this transaction, the bidders have paid an aggregate
fee in the amount of $252 based on the purchase of 60 Units at a
purchase price equal to $21,000 per Unit in cash for a total
transaction valuation of $1,260,000. By this amendment, the Bidders
have increased the offer price to $21,500 per Unit, and the filing
fee reflected above is the additional incremental fee based on an
increase of $30,000 in the transaction valuation to $1,290,000.
[ ] 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>
The above-named Bidders hereby further amend the Schedule 14D-1 filed as of June
24, 1999 and amended as of July 7, 1999, as set forth herein. Except as so
amended, all of the terms of the Offer remain in full force and effect.
Item 1. Security and Subject Company.
(b) This Schedule relates to the offer by MP INCOME FUND 15, LLC;
MP INCOME FUND 12, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.; MORAGA FUND 1, L.P.; AND MORAGA
GOLD, LLC (collectively the "Purchasers"). The Purchasers originally offered to
purchase up to 60 Units at a purchase price equal to $18,000 per Unit, less the
amount of any distributions declared or made with respect to the Units between
June 24, 1999 (the "Offer Date") and July 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 June 24, 1999 (the
"Offer to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. By amendment number
1, the Purchasers increased the price of the Offer to $21,000 per Unit, less the
amount of any distributions declared or made with respect to the Units between
the Offer Date and the Expiration Date. By this amendment, the Purchasers hereby
increase the price of the Offer to $21,500 per Unit, less the amount of any
distributions declared or made with respect to the Units between the Offer Date
and the Expiration Date. The Purchasers also hereby extend the Expiration Date
to August 7, 1999. The Issuer had 566 Units issued and outstanding held by
approximately 666 Unitholders as of December 31, 1998, according to its annual
report on Form 10-KSB for the year then ended.
Item 11. Material to be Filed as Exhibits.
(a)(6) Form of Letter to Unitholders dated July 19, 1999
(a)(7) Press Release
2
<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: July 16, 1999
MP INCOME FUND 15, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 12, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MORAGA GOLD, LLC
By Moraga Partners, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
3
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Form of Letter to Unitholders dated July 19, 1999
(a)(7) Press Release
Exhibit (a)(6)
<PAGE>
July 19, 1999
TO: UNIT HOLDERS OF RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
SUBJECT: PRICE FOR OFFER TO PURCHASE UNITS INCREASED TO $21,500 PER UNIT
AND EXPIRATION DATE EXTENDED TO AUGUST 7, 1999
Dear Unit Holder:
You have received an Offer to Purchase and related Letters of
Transmittal (the "Offer"), in which MP INCOME FUND 15, LLC; MP INCOME FUND 12,
LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH
YIELD INSTITUTIONAL FUND, LTD.; MORAGA FUND 1, L.P.; AND MORAGA GOLD, LLC
(collectively the "Purchasers") are offering to purchase up to 60 Units of
limited partnership interest (the "Units") in RIVERSIDE PARK ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited partnership(the "Partnership"). As of the date
hereof, we hereby increase the purchase price to:
$21,500 per Unit
less the amount of any distributions declared or made with respect to the Units
between the Offer Date and the Expiration Date. We are also extending the
Expiration Date of the Offer to August 7, 1999.
After the Purchasers filed their original offer at $18,000 per Unit, the
offer price in the prior offer by AIMCO Properties, L.P. was increased by
approximately 49% from $12,786 per Unit to $19,000 per Unit. After our Offer was
increased to $21,000 per Unit, the affiliate of the General Partner increased
its offer to $21,500 per Unit. The Purchasers' current offer price of $21,500
per Unit is equal to the General Partner affiliate's current offer price. These
current offer prices represent a 68% increase over the General Partner
affiliate's original offer price.
Please note that the Purchasers 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 $21,500 per Unit, the Purchasers
are motivated to establish the lowest price which might be acceptable to
Unitholders consistent with the Purchasers' objectives. There is no public
market for the Units, and neither the Unit holders nor the Purchasers have any
accurate means for determining the actual present value of the Units. Although
there can be no certainty as to the actual present value of the Units, the
Purchasers have estimated, based on the valuation by an affiliate of the general
partner currently making a tender offer for the Units, and solely for the
purposes of determining an acceptable Offer price, that the Units could have an
estimated value of at least $21,312 per Unit. It should be noted, however, that
the Purchasers have not made an independent appraisal of the Units or the
Partnership's properties, and are not qualified to appraise real estate.
Accordingly, there can be no assurance that this estimate accurately reflects an
approximate value of the Units or that the actual amounts which may be realized
by holders for the Units may not vary substantially from this estimate.
If you have already tendered your Units to AIMCO Properties, L.P., and
you wish to revoke that tender and tender to the Purchasers, you may revoke the
prior tender until that offer is terminated by sending a written notice of
revocation specifying the Units tendered and your desire to revoke, as provided
in the AIMCO tender offer. You may use the form previously provided for revoking
tenders to AIMCO Properties L.P. If you have questions in this regard, please
contact us at the number below.
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
blue form) and Change of Address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson, Inc.,
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
If you have any questions or need assistance, please call the
Depository at 800-854-8357.
This Offer expires (unless extended) August 7, 1999
Exhibit (a)(7)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
July 19, 1999
PRICE FOR OFFER TO PURCHASE UNITS OF RIVERSIDE PARK ASSOCIATES LIMITED
PARTNERSHIP INCREASED TO $21,500 PER UNIT AND EXPIRATION DATE EXTENDED TO
AUGUST 7, 1999
MP INCOME FUND 15, LLC; MP INCOME FUND 12, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.;
MORAGA FUND 1, L.P.; AND MORAGA GOLD, LLC (collectively the "Purchasers") are
offering to purchase up to 60 Units of limited partnership interest (the
"Units") in RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
partnership(the "Partnership"). The Purchasers have increased the purchase price
to $21,500 per Unit less the amount of any distributions declared or made with
respect to the Units between the Offer Date and the Expiration Date. In
addition, the Expiration Date of the Offer is extended to August 7, 1999.
The Offer has only recently been mailed to Unit holders and, as of July 16,
1999, a total of 0.15 Units had been tendered to the Purchasers by security
holders and not withdrawn.
For further information, contact Christine Simpson at the above
telephone number.
