SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CHRISKEN PARTNERS CASH INCOME FUND L.P.
(Name of Subject Company)
MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; MP INCOME FUND 16, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.;
ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; MORAGA-DEWAAY FUND, LLC;
MP FALCON FUND, LLC; MORAGA GOLD, LLC; and
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME 3,
L.P.
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
C.E. Patterson 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
$1,579,470 $315.89
* For purposes of calculating the filing fee only. Assumes the
purchase of 5,542 Units at a purchase price equal to $285 per Unit
in cash.
[ ] 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:
[ ] 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:
[ ] 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
This Tender Offer Statement on Schedule TO relates to the offer by
MP VALUE FUND 4, LLC; MORAGA FUND 1, L.P.; MP INCOME FUND 16, LLC; ACCELERATED
HIGH YIELD INSTITUTIONAL INVESTORS, LTD.; ACCELERATED HIGH YIELD INSTITUTIONAL
FUND, LTD.; ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.; MORAGA-DEWAAY FUND,
LLC; MP FALCON FUND, LLC; MORAGA GOLD, LLC; and PREVIOUSLY OWNED MORTGAGE
PARTNERSHIPS INCOME 3, L.P. (collectively the "Purchasers") to purchase up to
5,542 units of limited partnership interest (the "Units") in CHRISKEN PARTNERS
CASH INCOME FUND L.P., a Delaware limited partnership (the "Issuer"), the
subject company. The Purchasers are offering to purchase the Units at a purchase
price equal to $285 per Unit, less the amount of any distributions declared or
made with respect to the Units between March 31, 2000 and May 5, 2000, 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 31, 2000 (the "Offer to Purchase") and the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
The Issuer had 36,948 Units issued and outstanding as of September 30, 1999
according to its quarterly report on Form 10-Q for the quarter then ended, held
by approximately 1,701 Unitholders as of December 31, 1998, according to its
annual report on Form 10-K for the year then ended, which is the most recent
information available to the Purchasers concerning the outstanding Units. The
address of the Issuer's principal executive offices is 345 North Canal Street,
Chicago, Illinois 60606.
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, except as otherwise set forth
below.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated March 31, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated March 31, 2000
(a)(4) Advertisement
(b)-(h) Not applicable.
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: March 31, 2000
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
MP INCOME FUND 16, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
2
MORAGA GOLD, LLC
By Moraga Partners, Inc., Member
By: /s/ C. E. Patterson
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C.E. Patterson, President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC.
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
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C.E. Patterson, President
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, LP
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
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C.E. Patterson, President
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated March 31, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated March 31, 2000
(a)(4) Advertisement