<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
HOST FUNDING, INC.
(Name of Subject Company)
HOST FUNDING, INC.
(Name of Person Filing Statement)
Shares of Class A Common Stock
(Title of Class of Securities)
441072-10-5
(CUSIP Number of Class of Securities)
Host Funding, Inc.
6116 N. Central Expressway
Suite 1313
Dallas, Texas 75206
Attention: Michael S. McNulty, President
(214/750/0760)
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing this Statement)
<PAGE>
Item 1. Security and Subject Company.
This Statement relates to the shares of the Class A Common Stock (the
"Shares") of Host Funding, Inc., a Maryland corporation (the "Company"), the
subject company. The address of the Company's principal executive offices is
6116 N. Central Expressway, Suite 1313, Dallas, Texas 75206.
Item 2. Tender Offer of the Bidder.
This Statement relates to the offer by MP VALUE FUND 5, LLC;
MORAGA-DEWAAY FUND, LLC; MP INCOME FUND 15, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; MACKENZIE PATTERSON SPECIAL FUND 3, LLC;
MACKENZIE PATTERSON SPECIAL FUND 4, LLC; PREVIOUSLY OWNED PARTNERSHIPS INCOME
FUND, L.P.; CAL KAN, INC.; MORAGA FUND I, L.P.; ACCELERATED HIGH YIELD INCOME
FUND II, LTD.; and SUTTER OPPORTUNITY FUND, LLC (collectively, the
"Purchasers") to purchase up to 300,000 Shares at a purchase price equal to
$3.00 per share and as described in the Schedule 14D-1 filed by the
Purchasers on February 17, 1999 with the Securities and Exchange Commission
(the "Tender Offer"). The Tender Offer was originally scheduled to terminate
on March 17, 1999 but has been extended by the Purchasers to March 31, 1999.
Based upon the Schedule 14D-1 filed by the Purchasers, the address of the
principal executive offices of the Purchasers is 1640 School Street, Moraga,
California 94556.
Item 6. Recent Transactions and Intent With Respect to Securities.
(a) The Company is not aware of any transaction in the Shares of the
Company which was effected by the Company or any executive officer, director,
affiliate or subsidiary of the Company within sixty (60) days prior to the
date of this Statement.
(b) On March 17, 1999, the Company received a copy of the Purchaser's
Amendment No. 1 to Schedule 14D-1 (the "Amendment") pursuant to which the
termination date of the Tender Offer was extended to March 31, 1999. The
amended Schedule 14D-1 indicated that 54,046 Shares had been tendered and not
withdrawn. Since management and the directors of the Company own a
significant number of the Company's outstanding Shares (approximately 35%),
and due to the relatively small number of shares tendered to date, certain
directors may tender a portion of their Shares, up to a maximum of 150,000
shares, so that Purchaser's goal of acquiring up to 300,000 Shares may be
achieved. Without commenting as to the pricing of the Tender Offer, the
Company believes it to be a positive sign that a group of investors is
seeking to make a significant investment in the Company's stock.
Item 9. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable 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.
Host Funding, Inc.
/s/ Michael S. McNulty
---------------------------------
By: Michael S. McNulty, President
Date: March 23, 1999