-----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, CcDSpp9PlJL8YPYwpmijZ+Idkw4TceF9O9po28McU84yj74+zfXV5JYuLB5lyzLA 4tmoaVY8BitE4f6wInusjA== 0001011723-01-500132.txt : 20020412 0001011723-01-500132.hdr.sgml : 20020412 ACCESSION NUMBER: 0001011723-01-500132 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011128 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51915 FILM NUMBER: 1800941 BUSINESS ADDRESS: STREET 1: 264 ROUTE 537 EAST CITY: COLTS NECK STATE: NJ ZIP: 07722 BUSINESS PHONE: 7325429209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MP VALUE FUND 4 LLC CENTRAL INDEX KEY: 0001075698 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAZA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL ST CITY: MORAZA STATE: CA ZIP: 94556 SC TO-T/A 1 mpifjstota1.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 1 To SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- FJS PROPERTIES FUND I, L.P. (Name of Subject Company) MACKENZIE PATTERSON , INC.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P. (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Copy to: Howard Kaplan 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) Calculation of Filing Fee Transaction Amount of Valuation* Filing Fee $262,500 $52.50 * For purposes of calculating the filing fee only. Assumes the purchase of 2,500 Units at a purchase price equal to $105 per Unit in cash. [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: $52.50 Form or Registration Number: Schedule TO Filing Party: Above Bidders Date Filed: October 30, 2001 [ ] 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: [ ] TENDER OFFER The Tender Offer Statement on Schedule TO filed October 30, 2001 by MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P. (collectively the "Purchasers") to purchase up to 2,500 Units of limited partnership interest (the "Units") in FJS PROPERTIES FUND I, L.P., a Delaware limited partnership (the "Issuer"), is hereby amended as set forth below. Except as amended hereby, all of the terms of the Offer and all disclosure set forth in the Schedule previously filed remain unchanged. The Expiration Date has been extended from December 7, 2001 to December 31, 2001. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement. Item 12. Exhibits. -------- (a)(5) Form of Letter to Unit holders dated November 28, 2001 (a)(6) Press Release 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: November 27, 2001 MACKENZIE PATTERSON , INC. By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP VALUE FUND 7, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP VALUE FUND 4, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MP DEWAAY FUND, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President 2 EXHIBIT INDEX Exhibit Description Page (a)(5) Form of Letter to Unit holders dated November 28, 2001 (a)(6) Press Release EX-99 3 mpifjstota1letter.txt LETTER TO UNIT HOLDERS Exhibit (a)(5) November 28, 2001 TO: UNIT HOLDERS OF FJS PROPERTIES FUND I, L.P. SUBJECT: OFFER TO PURCHASE UNITS BY MACKENZIE PATTERSON, INC. AFFILIATES Dear Unit Holder: The offer by MacKenzie Patterson affiliates to purchase up to 2,500 Units of limited partnership interest in FJS Properties Fund I, L.P. for a price of $105 per Unit in cash has been extended to December 31, 2001. The General Partner has recommended you reject our offer on the grounds that the offer price is "less than the Subject Company's reasonable valuation of the current value of the Units." We would like to highlight certain important facts to consider as you compare our offer price and the General Partner's estimated "value" of the Units. 1) The GP cites an appraisal done in 1994, a recent appraisal ordered by the Managing Agent, and an offer to buy the property from the Managing Agent to arrive at a current value for the property of $7.2 million. The 1994 appraisal value was $7.5 million indicating that the property has declined in value since then. 2) The property's Net Operating Income reported for the mos recent quarter was negative resulting from a decline in rental income and an increase in operating expenses. 3) The GP has focused on the value of the partnership's property, which is not necessarily the market value of the Units. Illiquid partnership units typically trade at a significant discount to full liquidation value due to the uncertainty of liquidation timing. The General Partner has provided no estimated liquidation date and there can be no assurance as to when any liquidation proceeds might be distributed or the amount of any proceeds available for distribution to limited partners. 4) The Managing Agent is pursuing an 80% equity interest in the General Partner from the bankruptcy court which the GP notes may result in potential conflicts of interest with Limited Partners, especially as the Managing Agent is both managing the property and seeking to buy the property from the partnership. 5) The GP notes that our tender offer may give the lender the right to accelerate payoff of the 9.75% interest rate mortgage loan, but does not express an opinion as to whether the lender is likely to exercise its right to accelerate a loan that currently bears interest well in excess of market rates. The GP also fails to indicate whether or not acceleration relieves the partnership of pre-payment penalties it would have to pay if it voluntarily prepaid the loan, and whether, as a result, the acceleration would have any adverse effect on the Partnership. We believe our offer price fairly reflects these issues and risks. This is what we do. Our offer simply affords owners an opportunity to turn their interests into CASH NOW and at the same time eliminate the annual inconvenience and expense of waiting for the K-1 to file tax returns. Certainly, you can choose not to accept our limited offer but if you wish to accept, do so promptly as the extended offer closes December 31, 2001. MACKENZIE PATTERSON , INC. EX-99 4 mpifjstota1pressrel.txt PRESS RELEASE Exhibit (a)(6) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 November 28, 2001 Offer to purchase Units of limited partnership interest (the "Units") in FJS PROPERTIES FUND I, L.P., a Delaware limited partnership (the "Partnership") extended through December 31, 2001. MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P. (the "Bidders") have extended the expiration date of their tender offer for Units of limited partnership interest in FJS PROPERTIES FUND I, L.P., a Delaware limited partnership (the "Partnership"). The Expiration date is hereby extended from December 7, 2001 to December 31, 2001. As of the date of this amendment a total of 45 Units had been tendered to the bidders by security holders and not withdrawn. For further information, contact Howard Kaplan at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----