SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT No. 3
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)
MACKENZIE PATTERSON SPECIAL FUND, L,P.
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
CFS SECONDARY MARKET FUND, LTD.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
PEACHTREE PARTNERS
(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 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(925) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
ral5zip/ral98.edg
<PAGE>
CUSIP NO. None 14D-1 Page 2 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 443.5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.5%
10. Type of Reporting Person (See Instructions)
PN
ral14d1
<PAGE>
CUSIP NO. None 14D-1 Page 3 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CFS SECONDARY MARKET FUND, LTD.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 443.5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.5%
10. Type of Reporting Person (See Instructions)
PN
ral14d1
<PAGE>
CUSIP NO. None 14D-1 Page 4 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 443.5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.5%
10.Type of Reporting Person (See Instructions)
OO
ral14d1
<PAGE>
CUSIP NO. None 14D-1 Page 5 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
PEACHTREE PARTNERS
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Arizona
7. Aggregate Amount Beneficially Owned by Each Reporting Person 0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 0%
10.Type of Reporting Person (See Instructions)
PN
ral14d1
<PAGE>
CUSIP NO. None 14D-1 Page 6 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 443.5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.5%
10.Type of Reporting Person (See Instructions)
PN
ral14d1
<PAGE>
CUSIP NO. None 14D-1 Page 7 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
Florida
7. Aggregate Amount Beneficially Owned by Each Reporting Person 443.5
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 4.5%
10. Type of Reporting Person (See Instructions)
PN
ral14d1
<PAGE>
This Amendment No. 3 to Schedule 14D-1 amends the Schedule 14D-1 filed May
6, 1998, as amended on June 1 and June 3, 1998 (the "Schedule") by MacKenzie
Patterson Special Fund, L.P., MacKenzie Patterson Special Fund 3, LLC, CFS
Secondary Market Fund, Ltd., Accelerated High Yield Institutional Fund I, L.P.,
Accelerated High Yield Institutional Investors, L.P. and Peachtree Partners
(together the "Purchasers"), as set forth below. Terms not otherwise defined
herein have the meanings ascribed to them in the Schedule and exhibits thereto.
This Amendment No. 3 is the final amendment to the Schedule filed to report
the termination of the Offer and its results. The Offer terminated on June 5,
1998. The Offer resulted in the tender by Unit holders, and acceptance for
payment by the Purchasers, of a total of 132 Units. The Purchasers and their
Affiliates now hold beneficial ownership of a total of 575.5 Units, or
approximately 5.83% of the total number of outstanding Units. After termination
of the Offer, the Purchasers became aware of an unfiled, unpublished, competing
offer for a price equal to $50 per Unit greater than the Offer Price. The
Purchasers believe this competing offer had commenced some time during the term
of the Offer. The Purchasers had no notice of this competing offer during the
term of the Purchasers' Offer, and only became aware of the competing offer
indirectly after termination of the Purchasers' Offer. However, in order to
avoid any adverse effect to the selling Unit holders resulting from the
competing bidder's failure to provide any notice to the Purchasers or public
disclosure of its offer, the Purchasers unilaterally determined to increase the
amount to be paid to all selling Unit holders for the Units tendered pursuant to
the Offer by an amount equal to $55 per Unit. The amount paid per Unit was
$213.25, calculated as follows: the sum of the original Offer Price ($475) plus
the additional $55 per Unit (for a total of $530 per Unit), less the
distribution in the amount of $316.75 per Unit declared by the Partnership
during the Offer term and retained by all selling Unit holders
<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: June 19, 1998
MACKENZIE PATTERSON SPECIAL FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/C. E. Patterson
C. E. Patterson, President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC
By MacKenzie Patterson, Inc., Managing Member
By: /s/ C. E. Patterson
C. E. Patterson, President
CFS SECONDARY MARKET FUND, LTD.
By /s/ William Cousins
William Cousins, General Partner
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/C. E. Patterson
C. E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/C. E. Patterson
C. E. Patterson, President
PEACHTREE PARTNERS
By: /s/ Ira Gaines
Ira Gaines, Partner
ral14d1
11
