SC TO-T/A 1 mpfreefviiamend1.htm FINAL AMENDMENT NO. 1 mpfreefviiamend1.htm
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
___________________

(Name of Subject Company)

MACKENZIE PATTERSON FULLER, LP
(Bidders)


UNITS OF GENERAL AND LIMITED PARTNERSHIP INTEREST
 (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. 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
     
 
$549,000
$  21.58

*
For purposes of calculating the filing fee only.  Assumes the purchase of 183 Units at a purchase price equal to $3,000 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:                                           $  21.58
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Patterson Fuller, LP
 
Date Filed: AUGUST 21, 2008
   



 
 
 


[]
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 II, LP, MPF Flagship Fund 13, LLC, MPF Value Fund 8, LLC (collectively the “Purchasers”) to purchase 183 Units of general and/or limited partnership interest (the “Units”), exclusive of the managing General Partner interests,  in Reef Global Energy VII, L.P. (the “Partnership”), the subject company, at a purchase price equal to $3,000 per Unit, less the amount of any distributions declared or made with respect to the Units between August 21, 2008 (the “Offer Date”) and October 6, 2008 (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 21, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal.

The Offer resulted in the tender by unitholders, and acceptance for payment by the Purchasers, of a total of 2.20 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 2.20 Units, or approximately 0.24% of the total outstanding Units.  These shares were allocated among the Purchasers as follows:

MPF FLAGSHIP FUND 13, LLC – 2.20 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:                      October 10, 2008

MPF Senior Note Program II, LP, MPF FLAGSHIP FUND 13, LLC, MPF VALUE FUND 8, LLC

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