SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
(Name of Subject Company)
JDF AND ASSOCIATES, LLC
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
SPECIFIED INCOME FUND, L.P.
MACKENZIE PATTERSON SPECIAL FUND, L.P.
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP;
STEVEN GOLD; MORAGA GOLD, LLC; AND
C.E. PATTERSON
J. DAVID FRANTZ
(Bidders)
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)
<PAGE>
This Amendment No. 5 is the final amendment to the Schedule and is filed to
report the termination and results of the Offer described in the Schedule. The
Offer terminated as of October 15, 1997. The Offer resulted in the tender by
Unitholders and acceptance for payment by the Purchasers of a total of 1,016
Units. The Purchasers, together with affiliates of certain of the Purchasers,
are now the beneficial owners of a total of 1,221 Units or approximately 11.2%
of the outstanding Units.
<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: October 31, 1997
JDF & ASSOCIATES, LLC
By: /s/ J. David Frantz
J. David Frantz, General Manager
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaan Tacheira
Victoriaann Tacheira, Senior Vice President
SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President
MACKENZIE FUND VI, a California Limited Partnership
By MacKenzie L.P., a California Limited Partnership, General Partner
By MacKenzie Securities Partners, Inc., General Partner
By: /s/Victoriaann Tacheira
Victoriaann Tacheira, Vice President
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<PAGE>
/s/ Steven Gold
STEVEN GOLD
MORAGA GOLD, LLC
By Moraga Partners, Inc., Managing Member
By: /s/ C. E. Patterson
C.E. Patterson, President
/s/ C. E. Patterson
C.E. PATTERSON
/s/ J. David Frantz
J. DAVID FRANTZ
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