SC TO-T 1 scheduleto.htm SCHEDULE TO scheduleto.htm

  SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

KAISER VENTURES LLC
(Name of Subject Company)

SCM Special Fund, LLC, MPF Flagship Fund 13, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 10, LLC;
MPF Special Fund 8, LLC; MPF Senior Note Program II, LP; and MacKenzie Patterson Fuller, LP
(Bidders)
CLASS A UNITS
(Title of Class of Securities)

483101101
(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. 1024
  
(925) 631-9100 ext. 1006

(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
     
 
$700,000
$27.51

*
For purposes of calculating the filing fee only.  Assumes the purchase of 1,400,000 Units at a purchase price equal to $0.50 per Unit in cash.
   
[]
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:
 
Form or Registration Number:
 
Filing Party:
 
Date Filed:
   


[]
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: [ ]
   
   


TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by SCM Special Fund, LLC, MPF Flagship Fund 13, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 10, LLC; MPF Special Fund 8, LLC; MPF Senior Note Program II, LP (collectively the “Purchasers”) to purchase up to 1,400,000 Class A Units (the “Units”) in Kaiser Ventures LLC (the “Company”), the subject company, at a purchase price equal to $0.50 per Unit, less the amount of any distributions declared or made with respect to the Units between September 19, 2008 (the “Offer Date”) and October 30, 2008 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 September 19, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.  As noted above, the Offer price would be subject to reduction for distributions made or declared prior to the Expiration Date.  Any distributions made or declared after the Expiration Date, by the terms of the Offer and as set forth in the Letter of Transmittal, would be assigned by tendering Unit holders to the Purchasers.  MacKenzie Patterson Fuller, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.

In the event of a price reduction resulting from a Company distribution declared or made after the Offer Date and before the Expiration Date, as described above, the Purchasers will file an amendment to this Schedule TO reflecting such reduction and will, to the extent necessary, extend the Expiration Date to assure there is a minimum ten business day period following the amendment before the Offer expires.

Tender of Units will include the tender of any and all securities into which the Units may be converted and any securities distributed with respect to the Units from and after the Offer Date.

The Company had 3,404 holders of record owning an aggregate of 7,190,806 Units as of AUGUST 1, 2008, according to its Quarterly Report on form 10-Q and the Annual Report on Form 10-K for the periods ending June 30, 2008, and December 31, 2007, respectively.  The Purchasers and their affiliates currently beneficially own 0 Units, or 0.0% of the outstanding Units.  The 1,400,000 Units subject to the Offer constitute 19.47% of the outstanding Units.  Consummation of the offer, if all Units sought are tendered, would require payment by the Purchasers of up to $700,000 in aggregate Purchase Price, which the Purchasers intend to fund out of their current working capital.

The address of the Company’s principal executive offices is 3633 E. Inland Empire Blvd. Suite 480, Ontario, CA 91764, and its phone number is (909) 483-8500.

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

Item 12.                      Exhibits.

(a)(1)
Offer to Purchase dated September 19, 2008
   
(a)(2)
Letter of Transmittal
   
(a)(3)
Form of Letter to Unit holders dated September 19, 2008
 
(a)(4)
 
 
Form of advertisement in Investor’s Business Daily
 
(b)- (h)
Not applicable.

Item 13.                      Information Required by Schedule 13E-3.

Not applicable.

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 19, 2008
SCM Special Fund, LLC, MPF Flagship Fund 13, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 10, LLC; MPF Special Fund 8, LLC; MPF Senior Note Program II, 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



STEVEN GOLD

/s/ Steven Gold





 
 
 







                    EXHIBIT INDEX


Exhibit
Description
   
(a)(1)
Offer to Purchase dated September 19, 2008
   
(a)(2)
Letter of Transmittal
   
(a)(3)
Form of Letter to Unit holders dated September 19, 2008
   
(a)(4)
Form of advertisement in Investor’s Business Daily