-----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, NlGipUuzmuPi4KYiNMLex0ZDi68pqhY23G2KHpXk25rdLqb7vBN6RN4Eu+lrSUyK ak7Kp6N5csO6v6a/5VAt4g== 0001011723-06-000155.txt : 20060821 0001011723-06-000155.hdr.sgml : 20060821 20060818184845 ACCESSION NUMBER: 0001011723-06-000155 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060821 DATE AS OF CHANGE: 20060818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SPECTRUM REALTY INC CENTRAL INDEX KEY: 0001121783 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522258674 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62281 FILM NUMBER: 061044568 BUSINESS ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 713-706-6200 MAIL ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP 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 STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC TO-T/A 1 mpfasrtotafinal.txt FINAL AMENDMENT 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 ------------------- AMERICAN SPECTRUM REALTY, INC. (Name of Subject Company) MPF SENIOR NOTE PROGRAM I, LP, MPF BLUE RIDGE FUND I, LLC, MPF BLUE RIDGE FUND II, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MORAGA GOLD, LLC, MACKENZIE PATTERSON FULLER, LP (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, LP MacKenzie Patterson Fuller, LP 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 $2,972,500 $318.06 * For purposes of calculating the filing fee only. Assumes the purchase of 145,000 Shares at a purchase price equal to $20.50 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: $318.06 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: JULY 18, 2006 [ ] 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 Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by MPF Senior Note Program I, LP, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MacKenzie Patterson Special Fund 7, LLC, Moraga Gold, LLC, MacKenzie Patterson Fuller, LP(collectively the "Purchasers") to purchase up to 145,000 shares of common stock (the "Shares") in American Spectrum Realty, Inc. (the "Corporation"), the subject company, at a purchase price equal to $20.50 per Share, less the amount of any dividends declared or made with respect to the Shares between July 18, 2006 (the "Offer Date") and August 18, 2006 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 July 18, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 3,625 Shares. Upon completion of the Offer, the Purchasers held an aggregate of approximately 60,278 Shares, or approximately 4.3% of the total outstanding Shares. Item 12. Exhibits. (a)(6) Press Release 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: August 18, 2006 MPF SENIOR NOTE PROGRAM I, LP, MPF BLUE RIDGE FUND I, LLC, MPF BLUE RIDGE FUND II, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MORAGA GOLD, LLC, MACKENZIE PATTERSON FULLER, LP By: /s/ Chip Patterson ------------------------------- Chip Patterson, Senior Vice President of Manager or General Partner of each filing person MACKENZIE PATTERSON FULLER, LP By: /s/ Chip Patterson ------------------------------- Chip Patterson, Senior Vice President EX-99 2 mpfasrtotafinalex6.txt EXHIBIT (A)(6) PRESS RELEASE Exhibit (a)(6) MACKENZIE PATTERSON FULLER, LP ANNOUNCES RESULTS OF OFFER TO PURCHASE UP TO 145,000 SHARES OF AMERICAN SPECTRUM REALTY INC. AT $20.50 PER SHARE MORAGA, CA, August 18, 2006 - MacKenzie Patterson Fuller, LP and affiliates (collectively, "MPF") today announced they have completed their tender offer for shares of common stock of American Spectrum Realty Inc. (AMEX: AQQ) for a price of $20.50 per share. The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 3,625 Shares. Upon completion of the Offer, the Purchasers held an aggregate of approximately 60,278 Shares, or approximately 4.3% of the total outstanding Shares. Contact: Christine Simpson, 800-854-8357 x. 224 MacKenzie Patterson Fuller, LP 1640 School Street, Suite 100 Moraga, California 94556 -----END PRIVACY-ENHANCED MESSAGE-----