Peachtree Partners

Securities Exchange Act of 1934
Release No. 41760 / August 19, 1999

Administrative Proceeding
File No. 3-9981

I.

The Commission deems it appropriate that proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Peachtree Partners.

II.

In anticipation of the institution of these administrative proceedings, Peachtree Partners has submitted an Offer of Settle-ment that the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and prior to a hearing and without admitting or denying the findings set forth herein, Peachtree Partners consents to the entry of this Order Instituting Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order ("Order"). The Commission has determined that it is appropriate to accept the Offer of Settlement from Peachtree Partners, and accordingly is issuing this Order.

III.

FACTS

Based on the foregoing, the Commission finds that:

A. Respondent

Peachtree Partners is a general partnership, with its principal offices located in Phoenix, Arizona. At all relevant times, Peachtree Partners has been engaged in the business of investing in securities, including equities, bonds and limited partnership interests, primarily by making tender offers for such securities.

B. Peachtree Partners' Violation

This proceeding involves a so-called mini-tender offer made by Peachtree Partners. Mini-tender offers are tender offers for less than 5% of a class of securities. These offers are not subject to the filing, disclosure and procedural requirements of Section 14(d) of the Exchange Act and Regulation 14D. However, all tender offers, including mini-tender offers, are subject to the antifraud provisions of the federal securities laws, including Section 14(e) of the Exchange Act and Regulation 14E.

On July 5, 1998, Peachtree Partners made a tender offer to purchase 4.9% of the outstanding limited partnership interests of Shearson Murray Realty Fund 7. At the time of the offer, Peachtree Partners owned approximately 1% of these securities.¹ Because Peachtree Partners would have owned more than 5% of the securities after consummation of the tender offer, it was required to comply with the filing, disclosure and procedural requirements of Section 14(d) of the Exchange Act and Regulation 14D. It did not do so.

IV.

OPINION

Section 14(d) of the Exchange Act and Regulation 14D make it unlawful for a bidder to make a tender offer if, after consummation thereof, the bidder would be the beneficial owner of more than 5% of the class of securities for which the tender offer is made, unless the bidder complies with the filing, disclosure and procedural requirements of Section 14(d) and Regulation 14D. Peachtree Partners violated these provisions with respect to its July 5, 1998 tender offer for Shearson Murray Realty Fund 7 limited partnership interests because it did not comply with these requirements.

V.

FINDINGS

Based on the above, the Commission finds that Peachtree Partners violated Section 14(d) of the Exchange Act and Regulation 14D.

VI.

ORDER

Accordingly, IT IS HEREBY ORDERED that Peachtree Partners, pursuant to Section 21C of the Exchange Act, cease and desist from committing or causing any violation and any future violation of Section 14(d) of the Exchange Act and Regulation 14D.

By the Commission.

Jonathan G. Katz

Secretary

FOOTNOTES