-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxVj+r9XSwBPPFE5sWc1ueBofG4+vBoljHxJTXsbGD2wi2fQeiH7fq5n1U/sPf6W wYRwDV2DsxouqQP0ykfjXw== 0001011723-05-000232.txt : 20051122 0001011723-05-000232.hdr.sgml : 20051122 20051122141919 ACCESSION NUMBER: 0001011723-05-000232 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER INC CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T REIT INC CENTRAL INDEX KEY: 0001077241 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 522140299 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81100 FILM NUMBER: 051220889 BUSINESS ADDRESS: STREET 1: 1551 N TUSTIN AVENUE SUITE 200 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 714-667-8252 MAIL ADDRESS: STREET 1: 1551 N TUSTIN AVENUE SUITE 200 CITY: SANTA ANA STATE: CA ZIP: 92705 SC TO-T/A 1 mpfitreittota1.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- 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 ------------------- T-REIT, INC. (Name of Subject Company) Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller, Inc. (Bidders) SHARES OF COMMON STOCK (Title of Class of Securities) None or unknown (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson Chip Patterson, Esq. MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc. 1640 School Street 1640 School Street Moraga, California 94556 Moraga, California 94556 (925) 631-9100 ext.224 (925) 631-9100 ext. 206 (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 $2,929,500.00 $344.80 * For purposes of calculating the filing fee only. Assumes the purchase of 450,000 Shares at a purchase price equal to $6.51 per Share 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: $397.24 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: November 1, 2005 [ ] 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 November 1, 2005 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 (the "Offer") by Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller, Inc. (collectively the "Purchasers") to purchase up to 450,000 shares of common stock (the "Shares") in T-REIT, Inc. (the "Corporation"), the subject company, at a purchase price equal to $7.50 per Share, less the amount of any dividends declared or made with respect to the Shares between November 1, 2005 (the "Offer Date") and December 12, 2005 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 November 1, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated November 1, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Shareholders dated November 1, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Press Release (a)(6) Supplement to Offer to Purchase (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on November 1, 2005, as amended. 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: November 22, 2005 Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller, Inc. By: /s/ Chip Patterson -------------------------------------- Chip Patterson, Senior Vice President of Manager or General Partner of each filing person EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated November 1, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Shareholders dated November 1, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Press Release (a)(6) Supplement to Offer to Purchase * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on November 1, 2005, as amended. EX-99 2 mpfitreittota1exa5.txt EXH (A)(5) PRESS RELEASE Exhibit (a)(5) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, Inc. announces an amendment to, and an extension of, tender offer for T REIT, Inc.. Moraga, Calif. (Business Wire)--November 22, 2005-- Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller, Inc. (the "Purchasers") have extended the expiration date and amended the terms of their tender offer for shares (the "Shares") in T REIT, Inc. (the "Corporation"), pursuant to a Supplement to be mailed to Shareholders as soon as practicable after the date of this release. The expiration date has been extended through December 16, 2005 and the offer price has been decreased to $6.51 per Share. As of the date hereof, a total of 12 shareholders have tendered and not withdrawn Shares of the Corporation, only 7 of whom indicated the number of Shares owned by them, totaling 10,916.305 Shares. No other Shares have been tendered to date. Shareholders should read the Offer to Purchase, the Supplement, and the related materials carefully because they contain important information. Shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplement, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. MacKenzie Patterson Fuller, Inc. 1640 School Street, Suite 100 Moraga, California 94556 EX-99 3 mpfitreittota1exa6.txt EXH (A)(6) SUPPLEMENT TO OFFER Exhibit (a)(6) SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH 450,000 SHARES OF COMMON STOCK OF T-REIT, INC. Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller, Inc. (collectively the "Purchasers") THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON DECEMBER 16, 2005, UNLESS THE OFFER IS EXTENDED. The Purchasers hereby amend and supplement their offer to purchase 450,000 Shares of common stock ("Shares") upon the terms and subject to the conditions set forth in the offer to purchase dated November 1, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"). The Expiration Date is hereby extended to December 16, 2005. The Purchase Price is hereby amended to be $6.51 per Share, less the amount of any dividends declared or made with respect to the Shares between November 1, 2005 and December 16, 2005, or such other date to which this offer may be extended (the "Expiration Date"), in cash, without interest. All references to Purchase Price and Expiration Date are hereby so amended. Further, all references in the Offer to the "estimated liquidation value" and the "Net Realizable Value" of the Corporation are supplemented as follows: in the Schedule 14D-9 filed by the Corporation on November 16, 2005, the Corporation disclosed that the Net Realizable Value is not as disclosed in the Offer, but rather is $3.90 per Share less than the Purchasers estimated, or $6.51 per Share as opposed to the $10.41 per Share as calculated by the Purchasers. Thus, the Net Realizable Value is not $47,953,000 but rather $29,980,000. Thus, the Purchasers are now offering to purchase Shares at a price equal to the Corporation's estimate of Net Realizable Value. Shareholders who have already properly tendered shares pursuant to the procedures set forth in the Offer to Purchase, dated November 1, 2005, and the related Letter of Transmittal are not required to take any further action to properly tender their shares in the Offer. If such shareholders wish to withdraw their shares from the Offer, they must follow the procedures set forth in Section 4 of the Offer to Purchase. Even after the date of this Supplement, shareholders may continue to use the original Letter of Transmittal to properly tender shares in the Offer. Shareholders should read the Offer to Purchase, the Supplement, and the related materials carefully because they contain important information. Shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplement, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. -----END PRIVACY-ENHANCED MESSAGE-----