SCHEDULE 14A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
OWENS MORTGAGE INVESTMENT FUND, A CALIFORNIA LIMITED PARTNERSHIP
SEC FILE NO. 333-71299
----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
--------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1) Title to each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount of which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
OWENS MORTGAGE INVESTMENT FUND, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------
CONSENT SOLICITATION STATEMENT
(First Sent to Limited Partners on or about February 21, 2001)
------------------------------------------------------
I. INTRODUCTION
This Consent Solicitation Statement ("Statement") is being
furnished by Owens Mortgage Investment Fund, A California Limited
Partnership (the "Fund"), and is a solicitation by the Fund, acting by
its General Partner, Owens Financial Group, Inc., for votes by the
Fund's Limited Partners in favor of the Proposal set forth below. This
solicitation is being made by use of the mails and telephone and the
costs thereof are being borne by the Fund. The mailing address and
telephone number of the Fund and the General Partner are the following:
2221 Olympic Boulevard
Post Office Box 2400
Walnut Creek, CA 94595
(925) 935-3840
There is enclosed a form of VOTE BY LIMITED PARTNER that the
Fund is asking each Limited Partner to execute in favor of a proposal
to amend the existing Fifth Amended and Restated Limited Partnership
Agreement of the Fund, by marking an "X" in the box labeled "FOR",
signing and dating the form and returning it to the Fund in the
accompanying postage-prepaid envelope.
THE GENERAL PARTNER RECOMMENDS THAT EACH LIMITED PARTNER
PROMPTLY RETURN A PROPERLY EXECUTED FORM OF VOTE OF LIMITED PARTNER
VOTED IN FAVOR OF THE PROPOSAL.
II. THE PROPOSAL
The General Partner of the Fund believes that it is in the
best interest of the Fund and its Limited Partners to give the Fund the
power to borrow money from time to time from third party lenders to
provide funds with which to make or purchase Mortgage Loans for the
Fund's portfolio. The reason for this is that experience has shown that
at times the Fund otherwise may not have the liquidity needed to make
or purchase Mortgage Loans that would, in the judgment of the General
Partner, then be desirable. Having access to such loan funds would
enhance the Fund's ability to enter into suitable investments that
might otherwise have to be foregone.
The present Fifth Amended and Restated Limited Partnership
Agreement ("Agreement") of the Fund, in Article VI.2, precludes the
Fund from incurring indebtedness for the purpose of making or
purchasing Mortgage loans, except a) to prevent default under prior
loans or to discharge them entirely if this becomes necessary to
protect the Mortgage Loans, and b) to assist in the development or
operation of any real property on which the Fund has theretofore made
or purchased a Mortgage Loan and has subsequently taken over the
operation thereof as a result of default or to protect such Mortgage
Loan.
The Proposal being submitted for vote of the Limited Partners
is for the amendment of Article VI.2 of the Agreement to read as
follows:
"The Partnership may incur indebtedness for the
purpose of making or purchasing Mortgage Loans, as
determined by the General Partner. The total amount
of indebtedness incurred by the Partnership shall at
no time exceed the sum of fifty Percent (50%) of the
aggregate fair market value of all Partnership
Loans."
The effect of this amendment would be to allow the Fund to
borrow money for the making or purchasing of Mortgage Loans, in the
business discretion and judgment of the General Partner, with such
loans to be limited at any time to a maximum of fifty percent of the
aggregate fair market value of the Fund's Mortgage Loan portfolio.
III. RECORD DATE AND UNITS ELIGIBLE TO VOTE
The General Partner has designated January 31, 2001, as the
Record Date for voting Units of Limited Partnership Interest ( the
"Units"). Only Units held of record at the close of business on that
date are eligible to vote on the Proposal. As of the Record Date there
are 241,354,778 Units of the Fund outstanding, all of which are
entitled to vote on the Proposal. The General Partner owns 2,843,612
Units, or 1.2% of the total Units outstanding as of the Record Date.
The General Partner will vote its Units FOR the Proposal.
IV. REVOCABILITY OF VOTE; VOTES REQUIRED TO APPROVE OR DISAPPROVE
The vote made by signing, dating and returning a properly
marked enclosed Vote of Limited Partner may be revoked by the voting
Limited Partner(s) at any time prior to receipt by the Fund of properly
executed Votes of Limited Partners pertaining to Units equal to or
greater than a majority of the total Units outstanding as of the Record
Date. Revocation must be in writing, signed and dated by the voting
Limited Partner(s).
Upon the Fund having received properly executed Votes of
Limited Partners in favor of the Proposal pertaining to Units equal to
or greater than a majority of the total Units outstanding as of the
Record Date, the Proposal shall be deemed to have been approved, and
the General Partner shall promptly take all steps necessary to formally
adopt the amendment to the Agreement in accordance with the Proposal as
approved. If properly executed votes pertaining to a majority of the
Units outstanding as of the Record Date are received by the Fund and
voted AGAINST the Proposal, the Proposal shall be deemed to have been
disapproved and the amendment shall not be adopted.
V. HOW VOTES WILL BE COUNTED; ANNOUNCEMENT OF VOTE RESULT
The General Partner will conduct the counting of the votes
made by means of the forms of Vote of Limited Partner received by the
Fund and shall determine whether votes may be accepted. Forms properly
voted and marked as FOR shall be counted as approving the Proposal;
forms properly voted and marked AGAINST shall be counted as
disapproving the Proposal, and forms marked as ABSTAIN shall not be
counted. Properly executed forms that are received but not marked as
FOR, AGAINST or ABSTAIN shall be considered as votes FOR and shall be
counted as approving the Proposal.
Upon the Fund having received counted votes FOR or AGAINST the
Proposal pertaining to Units equal to or greater than a majority of the
Units outstanding as of the Record Date, the General Partner will
inform all Limited Partners in writing of the vote result.
BY DIRECTION OF THE GENERAL PARTNER
OWENS FINANCIAL GROUP, INC.
BY: ____________________________
William C. Owens, President