SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
(Name of Subject Company)
MP INCOME FUND 11, L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
MORAGA FUND 1, L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(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, 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. 1 to Schedule 14D-1 amends the Schedule 14D-1 filed
March 15, 1997 (the "Schedule") by MP Income Fund 11, L.P., Accelerated High
Yield Institutional Fund I, L.P., Moraga Fund 1, L.P., Accelerated High Yield
Institutional Investors, L.P. (together the "Purchasers"), as set forth below.
Terms not otherwise defined herein shall have the meanings ascribed to them in
the Schedule and exhibits thereto.
This Amendment No. 1 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 April 15, 1997. The Offer resulted in the tender by
Unitholders and acceptance for payment by the Purchasers of a total of 179
Units. The Purchasers, together with affiliates of certain of the Purchasers,
are, as of the consummation of the Offer, the beneficial owners of a total of
184 Units or approximately 1.86% of the outstanding Units.
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: April 30, 1997
MP INCOME FUND 11, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
3
