SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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; MACKENZIE PATTERSON, INC. 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
$1,668,142 $333.63
* For purposes of calculating the filing fee only. Assumes the
purchase of 5,542 Units at a purchase price equal to $301 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: $315.89
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: March 31, 2000
[ ] 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: [ ]
The Schedule TO filed as of March 31, 2000 by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
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. Mackenzie Patterson, Inc. is named as an offeror herein because
it is deemed to control the Purchasers, but it is not otherwise participating in
the offer described in this schedule. The Purchasers offered 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 35,977.2501 Units issued
and outstanding held by approximately 1,611 Unitholders as of December 31, 1999,
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 Purchasers are hereby amending the Offer to increase the
purchase price to $301 per Unit, less the amount of any distributions declared
or made with respect to the Units between March 31, 2000 and the Expiration
Date, and are extending the expiration date to May 15, 2000.
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) Revised Offer to Purchase dated March 31, 2000
(a)(5) Form of Letter to Unitholders dated April 19, 2000
(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: April 19, 2000
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MORAGA FUND 1, L.P.
By Moraga Partners, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MP INCOME FUND 16, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
ACCELERATED HIGH YIELD PENSION INVESTORS, LTD.
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MORAGA-DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MP FALCON FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
2
MORAGA GOLD, LLC
By Moraga Partners, Inc., Member
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC.
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, LP
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON, INC.
By: /s/ C. E. Patterson
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C.E. Patterson, President
3
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Revised Offer to Purchase dated March 31, 2000
(a)(5) Form of Letter to Unitholders dated April 19, 2000
(a)(6) Press Release