SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 2 To SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ----------------------- 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) ----------------------- 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) [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: $649.52 Form or Registration Number: Schedule TO and TO-T-A Filing Party: Above Bidders Date Filed: March 31, 2000 and April 19, 2000 [ ] 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: [X] FINAL AMENDMENT TO TENDER OFFER This final amendment to 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; MACKENZIE PATTERSON, INC. 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 Offer terminated on May 15, 2000. The Offer resulted in the tender by Unit holders, and acceptance for payment by the Purchasers, of a total of 420 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 688.51 Units, or approximately 1.9% of the total outstanding Units. 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: May 25, 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 ------------------- C.E. Patterson, President 3