-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FE5PEhzzy/19uwCxWOlbyclx94hmQyrFJnQFQTlg0Wqm3gXYmY06XH4yYG1TA9Du yjYrQie1TKoKYdVYC0Nbcw== 0001011723-97-000099.txt : 19971216 0001011723-97-000099.hdr.sgml : 19971216 ACCESSION NUMBER: 0001011723-97-000099 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FJS PROPERTIES FUND I LP CENTRAL INDEX KEY: 0000756435 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133252067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51915 FILM NUMBER: 97737354 BUSINESS ADDRESS: STREET 1: 264 ROUTE 537 EAST CITY: COLTSNECK STATE: NJ ZIP: 07722 BUSINESS PHONE: 9085429209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORAGA GOLD LLC CENTRAL INDEX KEY: 0001012402 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: STE 100 CITY: MORAGA STATE: CA ZIP: 94556 SC 14D1/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ----------------------- FJS PROPERTIES FUND I, L.P. (Name of Subject Company) MP VALUE FUND 4, L.P. ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P. MORAGA GOLD, LLC JDF & ASSOCIATES, LLC STEVEN GOLD C. E. PATTERSON (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) CUSIP NO. None 14D-1 Page 2 of ___ Pages ----- 1. Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person MP VALUE FUND 4, 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 30 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 0.18% 10. Type of Reporting Person (See Instructions) PN fjs1-fjs14d1 CUSIP NO. None 14D-1 Page 3 of ___ 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 30 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 0.18% 10. Type of Reporting Person (See Instructions) PN fjs1-fjs14d1 CUSIP NO. None 14D-1 Page 4 of ___ Pages ----- 1. Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person MORAGA GOLD, 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 30 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 0.18% 10. Type of Reporting Person (See Instructions) OO fjs1-fjs14d1 CUSIP NO. None 14D-1 Page 5 of ___ Pages 1. Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person JDF & ASSOCIATES, 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 Texas 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) OO fjs1-fjs14d1 CUSIP NO. None 14D-1 Page 6 of ___ Pages ----- 1. Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person STEVEN GOLD 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 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) IN fjs1-fjs14d1 CUSIP NO. None 14D-1 Page 7 of ___ Pages ----- 1. Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person C. E. PATTERSON 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 30 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 0.18% 10. Type of Reporting Person (See Instructions) IN fjs1-fjs14d1 Item 1. Security and Subject Company. (a) This Schedule relates to limited partnership interests (the "Units") of FJS Properties Fund I, L.P. (the "Issuer"), the subject company, and the offer by MP Value Fund 4, L.P., Accelerated High Yield Institutional Fund I, L.P., Moraga Gold, LLC, JDF & Associates, LLC and Steven Gold (together the "Purchasers"), to purchase up to 8,266 Units for cash at a price equal to $75 per Unit less the amount of any distributions made or declared with respect to the Units between November 14, 1997 and December 15, 1997, or such later date to which the Purchasers may extend the offer. The offer is hereby extended to December 31, 1997. The offer otherwise remains subject to all the terms and conditions set forth in the Offer to Purchase dated November 14, 1997 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. 8 Item 11. Material to be Filed as Exhibits. (a)(5) Press release dated December 12, 1997. 9 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: December 12, 1997 MP VALUE FUND 4, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Victoriaann Tacheira Victoriaann Tacheira, Senior Vice President ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Victoriaann Tacheira Victoriaann Tacheira, Senior Vice President MORAGA GOLD, LLC By Moraga Partners, Inc., Member By: /s/ C.E. Patterson C. E. Patterson, President By The David B. Gold Trust, Member By: /s/ Steven Gold Steven Gold JDF & ASSOCIATES, LLC By: /s/ J. David Frantz J. David Frantz, Manager /s/ Steven Gold Steven Gold /s/ C.E. Patterson C. E. Patterson fjs1-fjs14d1 10 EXHIBIT INDEX Exhibit Description Page (a)(5) Press Release dated December 12, 1997 fjs1-fjs14d1 11 Exhibit (a)(5) fjs1-fjs14d1 PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 December 12, 1997 Offer for Units of Limited Partnership Interest of FJS Properties Fund I, L.P., extended through December 31, 1997. MP Value Fund 4, L.P., Accelerated High Yield Institutional Fund I, L.P., Moraga Gold, LLC, JDF & Associates, LLC and Steven Gold (the "Bidders") have extended the expiration date of their tender offer for Units of limited partnership interest of FJS Properties Fund I, L.P. The offer was originally set to expire on December 15, 1997, and has been extended through December 31, 1997. The bidders have offered to purchase up to 8,266 of the Units. As of December 12, 1997, approximately 528 Units had been tendered to the bidders by security holders and not withdrawn. For further information, contact Christine Simpson at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----