BRUNNER COMPANIES INCOME PROPERTIES LP I
SC TO-T/A, 2000-04-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                 Amendment No. 2
                                       To
                                   SCHEDULE TO
         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I

                            (Name of Subject Company)

      MP FALCON FUND, LLC; MP VALUE FUND 6, LLC; PREVIOUSLY OWNED MORTGAGE
             PARTNERSHIP INCOME FUND, L.P.; ACCELERATED HIGH YIELD
                   INSTITUTIONAL INVESTORS, LTD.; and MORAGA
                                   FUND 1, LLC
                                    (Bidders)

                            LIMITED PARTNERSHIP UNITS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                               Copy to:
Glen Fuller                                    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)


[X]      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:    $55.20
         Form or Registration Number: Schedule TO-T
         Filing Party: Above Bidders
         Date Filed: March 1, 2000

[ ]      Check  the  box  if  the  filing   relates   solely  to  preliminary
         communications made before the commencement of a tender offer.

 Check the  appropriate  boxes below to designate any  transactions to which the
statement relates:

[X]      third party tender offer subject to Rule 14d-1.
[ ]      issuer tender offer subject to Rule 13e-4.
[ ]      going private transaction subject to Rule 13e-3
[ ]      amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]





<PAGE>


                         FINAL AMENDMENT TO TENDER OFFER

         This final  amendment to Tender Offer  Statement on Schedule TO relates
to the offer by MP FALCON  FUND,  LLC;  MP VALUE FUND 6, LLC;  PREVIOUSLY  OWNED
MORTGAGE  PARTNERSHIP  INCOME FUND, L.P.;  ACCELERATED HIGH YIELD  INSTITUTIONAL
INVESTORS,  LTD.;  and MORAGA FUND 1, LLC  (collectively  the  "Purchasers")  to
purchase  up to  220,800  Class A Units of  limited  partnership  interest  (the
"Units")  of BRUNNER  COMPANIES  INCOME  PROPERTIES  L.P.I , a Delaware  limited
partnership (the "Issuer"),  the subject company.  The Offer terminated on March
31, 2000. The Offer  resulted in the tender by Unit holders,  and acceptance for
payment by the Purchasers,  of a total of 166,773 Units.  Upon such acquisition,
the  Purchasers   held  an  aggregate  of   approximately   194,323  Units,   or
approximately 35.2% of the total outstanding Units.













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<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:   April 10, 2000




MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C.E. PATTERSON
                  ------------------
                  C.E. Patterson, President

MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager

         By:      /s/ C.E. PATTERSON
                  ------------------
                  C.E. Patterson, President

MORAGA FUND 1, LLC

By Moraga Partners, Inc., Manager

         By:      /s/ C.E. PATTERSON
                  ------------------
                  C.E. Patterson, President

PREVIOUSLY OWNED MORTGAGE PARTNERSHIP INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner

         By:      /s/ C.E. PATTERSON
                  ------------------
                  C.E. Patterson, President

ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.

By MacKenzie Patterson, Inc., General Partner

         By:      /s/ C.E. PATTERSON
                  ------------------
                  C.E. Patterson, President





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