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
-------------------
FJS PROPERTIES FUND I, L.P.
(Name of Subject Company)
MACKENZIE PATTERSON , INC.; MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC;
MP DEWAAY FUND, LLC; and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
Howard Kaplan 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
$262,500 $52.50
* For purposes of calculating the filing fee only. Assumes the purchase
of 2,500 Units at a purchase price equal to $105 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: $52.50
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: October 30, 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This final amendment to Tender Offer Statement on Schedule TO relates to
the offer by MP VALUE FUND 7, LLC; MP VALUE FUND 4, LLC; MP DEWAAY FUND, LLC;
and PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P. (collectively the
"Purchasers") to purchase up to 2,500 Units of limited partnership interest (the
"Units") in FJS PROPERTIES FUND I, L.P., a Delaware limited partnership (the
"Issuer"), the subject company. The Offer terminated on December 31, 2001. The
Offer resulted in the tender by Unit holders, and acceptance for payment by the
Purchasers, of a total of 2419 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 3707 Units, or approximately
22.08% 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: January 10, 2002
MACKENZIE PATTERSON , INC.
By: /s/ Christine Simpson
---------------------------------
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
---------------------------------
Christine Simpson, Vice President
MP DEWAAY FUND, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/ Christine Simpson
---------------------------------
Christine Simpson, Vice President
2