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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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*
$1,260,000 $36
* For purposes of calculating the filing fee only. In connection with
the original Schedule filed by the Bidders in this transaction, the
bidders paid a fee in the amount of $216 based on the purchase of
60 Units at a purchase price equal to $18,000 per Unit in cash for
a total transaction valuation of $1,080,000. By this amendment, the
Bidders have increased the offer price to $21,000 per Unit, and the
filing fee reflected above is the additional incremental fee based
on an increase of $180,000 in the transaction valuation to
$1,260,000.
[ ] 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 amend the Schedule 14D-1 filed as of June 24,
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 this amendment,
the Purchasers hereby increase 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. 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)(5) Form of Letter to Unitholders dated July 7, 1999
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 7, 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)(5) Form of Letter to Unitholders dated July 7, 1999
Exhibit (a)(5)
<PAGE>
July 7, 1999
TO: UNIT HOLDERS OF RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
SUBJECT: PRICE FOR OFFER TO PURCHASE UNITS INCREASED TO $21,000 PER UNIT
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer"), 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:
$21,000 per Unit
less the amount of any distributions declared or made with respect to the Units
between the Offer Date and the Expiration Date.
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. In their original
offer, this affiliate of the General Partner had estimated net liquidation
proceeds per Unit of $12,786. As noted in the Purchasers' Offer, the Purchasers
believe the Units could have a net liquidation value of at least $21,312 per
Unit, based solely on the General Partner's affiliate's calculation of estimated
liquidation proceeds. The Purchasers' offer price of $21,000 per Unit is more
than 10% greater than the General Partner's affiliate's offer of $19,000 per
Unit.
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 $21,000 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 attached form 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) July 29, 1999
