SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment 3
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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BRAUVIN REAL ESTATE FUND L.P. 5
(Name of Subject Company)
MACKENZIE PATTERSON , INC.; MP FALCON GROWTH FUND, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, LTD.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC;
MP DEWAAY FUND, LLC; MORAGA FUND 1, L.P; MORAGA GOLD, LLC; MP INCOME FUND
13, LLC; STEVEN GOLD and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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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
$594,000 $118.80
* For purposes of calculating the filing fee only. Assumes the purchase
of 4,950 Units at a purchase price equal to $120 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: $118.80
Form or Registration Number: Schedule TO
Filing Party: Above-named Bidders
Date Filed: June 21, 2001
[ ] 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 June 21, 2001 by the Bidders identified on the cover
page hereto, and amended as of July 11, 2001, is hereby further amended as set
forth below. Capitalized terms are used as defined in the original Schedule.
Except as expressly amended hereby, the terms and conditions of the Offer remain
unchanged.
TENDER OFFER
The Expiration date is hereby extended from September 17, 2001 to
October 1, 2001. As of the date of this amendment a total of 381 Units had been
tendered to the bidders by security holders and not withdrawn.
Item 12. Exhibits.
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(a)(9) Press Release
1
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: September 17, 2001
MACKENZIE PATTERSON , INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP VALUE FUND 7, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MORAGA GOLD, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MP INCOME FUND 13, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
2
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MORAGA FUND 1, L.P
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
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Christine Simpson, Vice President
/s/ STEVEN GOLD
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Steven Gold
3
EXHIBIT INDEX
Exhibit Description Page
(a)(9) Press Release