-----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, Qwm04QyGp3NDuLX91/+MQnkUcy2Hd+P4bTI++TaJVKl9yw5w7j/Pcik3n889apnw i8z8/qyx8oiBKfqHhlp1mA== 0001011723-99-000059.txt : 19990420 0001011723-99-000059.hdr.sgml : 19990420 ACCESSION NUMBER: 0001011723-99-000059 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US REALTY PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000788955 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 570814502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-55083 FILM NUMBER: 99596413 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAL KAN INC CENTRAL INDEX KEY: 0001014266 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL ST STREET 2: STE 100 CITY: MORAGA STATE: CA ZIP: 94556 MAIL ADDRESS: STREET 1: 1640 SCHOOL ST STREET 2: STE 100 CITY: MORAGA STATE: CA ZIP: 94556 SC 14D1/A 1 AMENDMENT NO. 1 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 ----------------------- U.S. REALTY PARTNERS LIMITED PARTNERSHIP (Name of Subject Company) MP VALUE FUND 4, L.P.; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; MACKENZIE PATTERSON SPECIAL FUND 4, LLC; and CAL KAN, INC. (Bidders) DEPOSITARY UNIT CERTIFICATES (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson 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 $1,026,480 $205.30 * For purposes of calculating the filing fee only. Assumes the purchase of 183,300 Depositary Unit Certificates ("Units") at a purchase price equal to $5.60 per Unit in cash. In connection with the initial Schedule filed by Bidders for an offer to purchase 183,300 Units at $5.00 per Unit, the Bidders submitted a filing fee equal to $183.30. Accordingly an additional fee of $22 is payable with respect to this amendment. [ ] 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: Form or Registration Number: Filing Party: Date Filed: 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 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) PN 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 MP VALUE FUND 6, 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 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) OO 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 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 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) PN 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 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 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) OO 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 MACKENZIE PATTERSON SPECIAL FUND 4, 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 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) OO 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 CAL KAN, INC. 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 Kansas 7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,000 8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) -- 9. Percent of Class Represented by Amount in Row (7) 4.9% 10. Type of Reporting Person (See Instructions) CO This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 (the "Schedule") hereby amends the Schedule filed April 29, 1999 by the above-named Bidders. Item 1. Security and Subject Company. (a) This Schedule relates to Depositary Unit Certificates of limited partnership interest (the "Units") in U.S. Realty Partners Limited Partnership, a South Carolina limited partnership (the "Issuer"), the subject company. The address of the Issuer's principal executive offices is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602. (b) This Schedule relates to the offer by MP VALUE FUND 4, L.P.; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 3, LLC; MACKENZIE PATTERSON SPECIAL FUND 4, LLC; and CAL KAN, INC. (collectively the "Purchasers") to purchase up to 183,300 Units. The Purchasers originally offered at a purchase price equal to $5.00 per Unit, less the amount of any distributions declared or made with respect to the Units between March 25, 1999 (the "Offer Date") and April 29, 1999, or such other date to which this Offer may be extended (the "Expiration Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 25, 1999 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached to the original Schedule as Exhibits (a)(1) and (a)(2), respectively. By this amendment, the Purchasers hereby increase the purchase price to $5.60 per Unit and extend the Expiration date to May 3, 1999. The Issuer had 1,222,000 Units issued and outstanding held by approximately2,033 Unit holders as of December 31, 1997, according to its annual report on Form 10-K for the year then ended. (c) The information set forth under the captions "Introduction - Establishment of the Offer Price" and "Effects of the Offer" in the Offer to Purchase is incorporated herein by reference. Item 2. Identity and Background. (a)-(d) The information set forth in "Introduction," "Certain Information Concerning the Purchasers" and in Schedule I of the Offer to Purchase is incorporated herein by reference. (e)-(g) The information set forth in "Certain Information Concerning the Purchasers" and Schedule I in the Offer to Purchase is incorporated herein by reference. During the last five years, neither the Purchasers nor, to the best of the knowledge of the Purchasers, any person named on Schedule I to the Offer to Purchaser nor any affiliate of the Purchasers (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. (a)-(b) See the discussion under the caption "Certain Information Concerning the Purchasers" in the Offer to Purchase for information concerning purchases of Units by certain of the Purchasers and their affiliates. Other than the foregoing, since January 1, 1996, there have been no transactions between any of the persons identified in Item 2 and the Issuer or, to the knowledge of the Purchaser, any of the Issuer's affiliates or general partner, or any directors or executive officers of any such affiliates or general partner. Item 4. Source and Amount of Funds or Other Consideration. (a) The information set forth under the caption "Source of Funds" of the Offer to Purchase is incorporated herein by reference. (b)-(c) Not applicable. 8 Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (a) - (g) The information set forth under the caption "Future Plans" in the Offer to Purchase is incorporated herein by reference. Other than as set forth therein, the Purchasers have no plans or proposals that would relate to or would result in any of the transactions, changes or other results described in Item 5(a) through (g) of Schedule 14D-1. (f) Not applicable. Item 6. Interest in Securities of the Subject Company. (a) and (b) The information set forth in "Certain Information Concerning the Purchasers" of the Offer to Purchase is incorporated herein by reference. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. The information set forth in "Certain Information Concerning the Purchasers" of the Offer to Purchase is incorporated herein by reference. Item 8. Persons Retained, Employed or To Be Compensated. None. Item 9. Financial Statements of Certain Bidders. Not applicable. Item 10. Additional Information. (a) None. (b)-(c) The information set forth in "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference. (d) None. (e) None. (f) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein in their entirety by reference. Item 11. Material to be Filed as Exhibits. (a)(5) Form of Letter to Unit holders dated April 16, 1999 (a)(6) Press Release (b)-(f) Not applicable. 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: April 16, 1999 MP VALUE FUND 4, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 6, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND, L.P. By MacKenzie Patterson, Inc., General Partner By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 3, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 4, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President CAL KAN, INC. By: /s/ Christine Simpson Christine Simpson, Vice President 10 EXHIBIT INDEX Exhibit Description Page (a)(5) Form of Letter to Unit holders dated April 16, 1999 (a)(6) Press Release EX-99.1 2 LETTER TO UNIT HOLDERS Exhibit (a)(5) April 16, 1999 TO: UNIT HOLDERS OF U.S. REALTY PARTNERS LIMITED PARTNERSHIP SUBJECT: OFFER BY CAL KAN AND AFFILIATES TO PURCHASE UNITS INCREASED TO $5.60 PER UNIT Dear Unit Holder: In light of the recent offer made by AIMCO Properties, L.P. ("AIMCO LP") to acquire depositary unit certificates representing assignments of limited partnership interest ("Units") in U.S. Realty Partners Limited Partnership (the "Partnership"), MP Value Fund 4, L.P.; MP Value Fund 6, LLC; MacKenzie Patterson Special Fund, L.P.; MacKenzie Patterson Special Fund 3, L.P.; MacKenzie Patterson Special Fund 4, LLC; and Cal Kan, Inc (collectively the "Purchasers") are hereby amending their original offer. Under terms of the amended offer, the Purchasers are now offering to purchase up to 183,300 Units at a purchase price of $5.60 per Unit and extending the expiration of the offer until May, 3, 1999, subject to all of the other terms contained in the original offer. As was disclosed in the original offer, the Purchasers, like AIMCO LP, are making the Offer for investment purposes and with the intention of making a profit from the ownership of the Units. In establishing the purchase price of $5.60 per Unit, the Purchasers are motivated to establish the lowest price which might be acceptable to Unit holders consistent with the Purchasers' objectives. In its response to the AIMCO LP offer, the general partner of the Partnership, which is an affiliate of AIMCO LP, was unable to make a recommendation as to whether the AIMCO LP offer should be accepted. The general partner did, however, state that "Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available." At this time, there are three other offers to purchase units at prices ranging from less than $2.10 to $5.50 per unit. Accordingly, the current offer of $5.60 being made by the Purchasers is the highest price currently available. There is no public market for the Units, and neither the Unit holders nor the Purchasers had any accurate means for determining the actual present value of the Units prior to the AIMCO offer. However, the AIMCO LP offer included an estimate of the net liquidation value Per unit in connection with its offer as estimated by AIMCO LP, which is an affiliate of the Partnership's general partner, of $5.50 per Unit. The Purchasers' amended offer price is 1.8% higher than this amount. The Purchasers urge Limited Partners to carefully consider their alternatives. If you elect to tender your Units, please follow the instructions included with the original offer materials. There is no need to have a new Letter of Transmittal (the green form included with the original offer materials) as the Purchasers are required to pay the highest price they offer. If you have any questions or need assistance, please call the Depositary at 800-854-8357. EX-99.2 3 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 April 16, 1999 Offer for depositary unit certificates representing assignments of limited partnership interest ("Units") in U.S. Realty Partners Limited Partnership (the "Partnership"), extended through May 3, 1999. MP Value Fund 4, L.P.; MP Value Fund 6, LLC; MacKenzie Patterson Special Fund, L.P.; MacKenzie Patterson Special Fund 3, L.P.; MacKenzie Patterson Special Fund 4, LLC; and Cal Kan, Inc (collectively the "Purchasers") have increased to offer price to $5.60 per Unit and extended the expiration date for their tender offer to purchase up to 183,300 Units of the Partnership through May 3, 1999. As of April 16, 1999, no 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-----