-----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, WMGe1XWUQCMDnlBjlgjMdLHsrCA6C3u+Y0d6JERcI1K//C8wRMxaWmA8uA5+Asqk jh2cRlqDpUbWUVw8aOLnIg== 0001102946-09-000041.txt : 20090406 0001102946-09-000041.hdr.sgml : 20090406 20090406163043 ACCESSION NUMBER: 0001102946-09-000041 CONFORMED SUBMISSION TYPE: SC TO-T/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FSP 303 East Wacker Drive Corp. CENTRAL INDEX KEY: 0001431766 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 208061759 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84521 BUSINESS ADDRESS: STREET 1: 401 EDGEWATER PLACE STREET 2: SUITE 200 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-557-1300 MAIL ADDRESS: STREET 1: 401 EDGEWATER PLACE STREET 2: SUITE 200 CITY: WAKEFIELD STATE: MA ZIP: 01880 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 scheduletofinalamd.htm FINAL AMENDMENT scheduletofinalamd.htm
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Amendment No. 3
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

FSP 303 EAST WACKER DRIVE CORP.
(Name of Subject Company)

MORAGA GOLD, LLC; STEVEN GOLD; MPF INCOME FUND 25, LLC; SCM SPECIAL FUND 2, LP MACKENZIE PATTERSON FULLER, LP
(Bidders)


SHARES OF PREFERRED 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. 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
     
 
$4,025,000
$158.18

*
For purposes of calculating the filing fee only.  Assumes the purchase of 115 Shares at a purchase price equal to $35,000 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: $158.18
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Patterson Fuller, LP
 
Date Filed: February 12, 2009
   

[]
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 Moraga Gold, LLC; Steven Gold; MPF Income Fund 25, LLC; and SCM Special Fund 2, LP (collectively the “Purchasers”) to purchase up to 115 shares of preferred stock (the “Shares”) in FSP 303 East Wacker Drive Corp. (the “Corporation”), the subject company, at a purchase price equal to $33,600 per Share, less any dividends after February 20, 2009, with respect to the Shares between February 3, 2009 (the “Offer Date”) and March 31, 2009, 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 February 3, 2009 (the “Offer to Purchase”)
The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 1 Share. Upon completion of the Offer, the Purchasers held an aggregate of approximately 1 Share, or approximately 0.05% of the total outstanding Units.  These shares were allocated among the Purchasers as follows:  Steven Gold, 0.5 Share, SCM Special Fund 2, LP, 0.5 Share.

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:                      April 6, 2009

Moraga Gold, LLC, MPF Income Fund 25, LLC
By: MacKenzie Patterson Fuller, LP, Manager

By:
/s/ Chip Patterson
    
 
Chip Patterson, Senior Vice President
    
SCM Special Fund 2, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager

By:
/s/ Chip Patterson
    
 
Chip Patterson, Senior Vice President
    

MACKENZIE PATTERSON FULLER, LP

By:           /s/ Chip Patterson                                           
Chip Patterson, Senior Vice President



STEVEN GOLD

/s/ Steven Gold
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