SC TO-T/A

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

___________________

APPLE REIT EIGHT, INC.

(Name of Subject Company)

MPF NORTHSTAR FUND, LP; MPF NORTHSTAR FUND 2, LP; MPF FLAGSHIP FUND 14, LLC; MACKENZIE INCOME FUND 27, LLC; MPF OPPORTUNITY FUND, LP; COASTAL REALTY BUSINESS TRUST; AND MACKENZIE CAPITAL MANAGEMENT, LP

(Bidders)

UNIT (EACH OF WHICH IS EQUAL TO A SHARE OF COMMON AND SERIES A PREFERRED STOCK) 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 Capital Management, LP	MacKenzie Capital Management, 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
$4,000,000	$545.60

*	For purposes of calculating the filing fee only.  Assumes the purchase of 1,000,000 Shares at a purchase price equal to $4 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:  $545.60
	Form or Registration Number: SC TO-T
	Filing Party:  MacKenzie Capital Management, LP
	Date Filed:  September 13, 2013

[]	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: [ ]

AMENDMENT NO 1. TO TENDER OFFER

This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF Northstar Fund, LP; MPF Northstar Fund 2, LP; MPF Flagship Fund 14, LLC; MacKenzie Income Fund 27, LLC; MPF Opportunity Fund, LP; Coastal Realty Business Trust (collectively the “Purchasers”) to purchase up to 1,000,000 shares of common stock and the associated shares of Series A preferred stock (together, the “Unit” of “Shares”) in Apple REIT Eight, Inc. (the “Corporation”), the subject company, at a purchase price equal to $4 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated September 13, 2013 (the “Offer Date”) and the related Assignment Form.

The Purchasers have amended the Offer to extend the Expiration Date to November 15, 2013.  No Shares have yet been tendered.  The Purchasers are mailing the revised offer to shareholders on or after October 7, 2013, because not all shareholders received the initial mailing.

Further, the Offer to Purchase has been amended to clarify that all final and binding determinations made by the Purchasers under the Offer are subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator under Section 16 and the arbitration clause of the Assignment Form.

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 13, 2013*
(a)(2)	Assignment Form*
(a)(3)	Cover letter dated October 7, 2013
(a)(4)	Form of advertisement in Investor’s Business Daily*
(a)(5)	Form of Press Release

* Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on September 13, 2013.

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 4, 2013

MPF Northstar Fund, LP; MPF Northstar Fund 2, LP; MPF Flagship Fund 14, LLC; MacKenzie Income Fund 27, LLC; MPF Opportunity Fund, LP; Coastal Realty Business Trust

By: MacKenzie Capital Management, LP, Manager/General Partner/Trustee

By:	/s/ Chip Patterson
	Chip Patterson, Managing Director

MACKENZIE CAPITAL MANAGEMENT, LP

By:           /s/ Chip Patterson                                           

Chip Patterson, Senior Vice President

EX-99.(A)(2)

Assignment Form

Please complete this form and send it back to us in the pre-addressed envelope.

·   YOU NEED TO OBTAIN a Medallion Signature Guarantee at your local bank or broker.

If you have any questions, please call us at (925) 631-9100.  Please return to 1640 School Street, Moraga CA 94556.

1.   Complete or Correct Name and Address Information if Necessary

Apple REIT Eight, Inc. Purchase Offer   Name:                                                         Address:                                                         City, State, ZIP:                                                       Quantity Owned:                                                 Price:                          $4/Share Offer Expires:                          November 15, 2013    

2.   List the number of Shares you are selling:  ¨ All or ¨ (Quantity)   ¨ SELL ALL OR NONE (check this box if you wish to sell your Shares ONLY if ALL your Shares will be purchased). (default = all shares owned)

3.   Fill out where applicable, signing to indicate your agreement to the terms of the Offer and the terms on the reverse side of this form.

Owner & Custodian Information		Medallion (office use)
Owner*      Name: _________________________________      Signature: ______________________________      Social Security #: ________________________      Email Address: __________________________      Phone Number: __________________________      David Lerner A/C #________________________	Date _______	(Obtain a Medallion Guarantee Stamp here from your bank or broker)
Co-Owner(s) (if applicable)      Name(s): _______________________________      Signature(s): ____________________________	Date _______
		(Your Custodian will place a Medallion Guarantee Stamp here if this is an IRA or other custodial account)
Custodian (if applicable; MacKenzie will obtain)      Name: _________________________________      Signature: ______________________________      IRA or Tax #: ____________________________      Phone Number: __________________________	Date _______

* If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s) in fact, agent(s), officer(s), or a corporation or another acting in a fiduciary or representing capacity, please provide the following information:

Name: ____________________________                                                                                                    Capacity: _________________________

4.   If any of the following applies, please provide the appropriate documents.

·   Name changes: Certified copy of Marriage Certificate or proof of name change from the court.

·   Power of Attorney: Copy of Power of Attorney document.

·   Estates: Certified Copies of Death Certificate and appropriate Court Documents (no older than 45 days).

·   Corporations: Copy of Corporate Resolution naming the Authorized Signature, with a seal if applicable.

5.   If you have any other REITs or Limited Partnerships you want to sell, please list them here and we will contact you.  _______________________________________________________

THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., PACIFIC TIME, ON NOVEMBER 15, 2013 (THE “EXPIRATION DATE”) UNLESS EXTENDED.

R17030

Apple REIT Eight, Inc. Assignment Form

To participate in the Offer, a duly executed copy of this Assignment Form and any other documents required by this Assignment Form must be received by the Depositary on or prior to the Expiration Date.  Delivery of this Assignment Form or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Shareholder.  This Assignment Form is to be completed by holders of Shares in Apple REIT Eight, Inc. (the “Corporation”), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms used herein have the meanings in the Offer.

The undersigned hereby tenders to MPF Northstar Fund, LP; MPF Northstar Fund 2, LP; MPF Flagship Fund 14, LLC; MacKenzie Income Fund 27, LLC; MPF Opportunity Fund, LP; Coastal Realty Business Trust (collectively the “Purchasers”) all of the Shares of common stock and the associated shares of Series A preferred stock (the “Shares”) in the Corporation held by the undersigned as set forth above (or, if less than all such Shares, the number set forth below in the signature box), at a purchase price equal to $4 per Share, upon the other terms and subject to the conditions set forth in the Offer to Purchase, dated September 13, 2013 (the “Offer to Purchase”) and in this Assignment Form, as each may be supplemented or amended from time to time (which together constitute the “Offer”).  Receipt of the Offer to Purchase is hereby acknowledged.  Subject to and effective upon acceptance for payment of any of the Shares tendered hereby, the undersigned sells, assigns, and transfers to, Purchasers all right, title, and interest in and to such Shares which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchasers as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Shares and transfer ownership of such Shares, on the books of the Corporation, together with all accompanying evidences of transfer and authenticity, to the Purchasers and, upon acceptance of the tender of such Shares by the Purchasers, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares all in accordance with the terms of the Offer.  Upon the purchase of Shares pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Shares will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective).  In addition, by executing this Assignment Form, the undersigned assigns to the Purchasers all of the undersigned’s rights to receive dividends or new shares from the Corporation with respect to Shares which are purchased pursuant to the Offer, other than dividends declared or paid through the Expiration Date, and all proceeds that are paid on or after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the shareholders with respect to the transferred Shares, regardless of when the claims brought pursuant to such action accrued.  Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Shares, including obtaining a Medallion Signature Guarantee if necessary (which may be required for transfer; the lack thereof does not affect the validity of this contract between Seller and Purchaser).

The undersigned hereby represents and warrants that the undersigned owns the Shares tendered hereby and has full power and authority to validly tender, sell, assign, and transfer the Shares tendered hereby, and that when any such Shares are purchased by the Purchasers, the Purchasers will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and such Shares will not be subject to any adverse claim.  Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchasers to be necessary or desirable to complete the assignment, transfer, and purchase of Shares tendered hereby. The undersigned understands that a tender of Shares to the Purchasers will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchasers to effect a change of dividend address to MacKenzie Capital Management, LP at 1640 School Street, Moraga, California, 94556. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Shares tendered hereby. In such event, the undersigned understands that any Assignment Form for Shares not accepted for payment will be destroyed by the Purchasers.  All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.  Except as stated in the Offer to Purchase, this tender is irrevocable.

Arbitration Agreement: Purchaser and Seller agree that any dispute, claim, or controversy arising out of or related to this agreement or a purchase of Shares shall be resolved by binding arbitration in San Francisco, California before a retired judge.  The arbitration shall be administered by JAMS pursuant to its Arbitration Rules and Procedures (“Rules”).  If one party fails to respond within twenty days after the other party mails a written list of arbitrators by either agreeing to one of the proposed arbitrators or suggesting three or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list and JAMS shall then appoint that arbitrator to preside over the arbitration.  If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the Rules.   Where reasonable, the arbitrator shall schedule the arbitration hearing within four months after being appointed.  The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues.  The arbitrator's decision will be final and binding upon the parties.  A judgment upon any award may be entered in a court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys' fees and costs, arbitrator fees, JAMS fees and costs, and any attorneys' fees and costs incurred in compelling arbitration.  The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations.  This agreement will be interpreted, construed, and governed according to federal securities laws and the laws of the State of California; provided that all matters relating to arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).  If both parties waive their right to arbitrate, then any dispute or claim arising out of or related to this agreement will be subject to the exclusive jurisdiction of Contra Costa County Superior Court for the State of California.  In any such action, Purchaser and Seller expressly submit and consent to the exclusive jurisdiction of Contra Costa County Superior Court and waive all defenses to jurisdiction and venue.

EX-99.(A)(3)

October 7, 2013

RE: Get cash now from your Apple REIT Eight, Inc. investment.

Dear Investor,

Good news!  We have extended the Expiration Date on our offer.1  Now you can sell your Apple REIT Eight, Inc. investment and regain control of your money. We will pay you $4 per Share. Now you can do what you want with your money—move it to a liquid investment, pay your bills, or buy something you really need-and quit waiting for Apple REIT Eight to decide if or when you get your money back. Butthis offer expires on November 15, 2013, so you must act soon.

Why take advantage of this opportunity today?

·   No liquidity.Apple REIT Eight, Inc. announced earlier this year it was “evaluating” a potential consolidated transaction and/or listing, but it then proposed only a merger with Apple Nine and Apple Seven.  No listing of shares is yet planned, only further “exploration of certain strategic alternatives.”  Sell today and ensure you get your money out from this security.

·   Increased Offer Price. Compared to our previous tender offer at $3.50 per share, we haveincreased our offer price by approximately 14% to $4 per share!

·   No Redemption Program. In connection with the potential consolidated transaction, Apple REIT Eight has suspended its Share Redemption Program even though there is no other liquidity!

·   Eliminate the long and uncertain waiting period. Non-traded securities like Apple REIT Eight, Inc. can be very difficult to sell. It can take weeks or months to find an interested buyer! But now you can sell your Shares and get your money out.

If you act today, we will wire funds into your account as soon as Apple REIT Eight, Inc. is ready to transfer. MacKenzie has been in the business of buying private real estate investments for over 25 years and has successfully cashed-out tens of thousands of investors like you. Our advisory affiliate is a registered investment adviser with the SEC and has over $200 million dollars under management.

Our advisory affiliate is a registered investment adviser with the SEC and has over $200 million dollars under management. There are no financing contingencies with this offer. The Offer is at available at the SEC’s EDGAR website, at www.mackenziecapital.com/tenders/Apple8.pdf, and for free by calling us. If you choose to sell your Shares to us, please read and sign the enclosed Assignment Form and return it to us today so we can send you your money. If you have any questions, please call us at(800) 854-8357, fax us at (925) 631-9119, or email us at offers@mackenziecapital.com.

Sincerely,

Pat Patterson

Chairman

P.S. Remember, this offer expires November 15, 2013 (unless extended). So don’t delay. Fill out and mail in the Apple REIT Eight, Inc. Assignment Form today!

The Purchasers are offering to purchase for cash up to 1,000,000 Shares of common stock of Apple REIT Eight, Inc., at a price of $4.00 per Share, upon the terms and subject to the conditions set forth in Purchasers’ Offer to Purchase and in the related Assignment Form for the offer. The terms of the Offer are set forth in the Offer to Purchase, which you should read, available at the SEC’s EDGAR website, at www.mackenziecapital.com/tenders/Apple8.pdf, and by calling or writing us for a free copy.

THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON NOVEMBER 15, 2013, unless and until Purchasers, in their sole discretion, shall have extended the period of time for which the Offer is open.  Tenders of Shares made pursuant to the Offer is irrevocable, except that Shareholders who tender their Shares in response to the Offer will have the right to withdraw their tendered Shares at any time prior to the Expiration Date by sending us a written or facsimile transmission notice of withdrawal identifying the name of the person who tendered Shares to be withdrawn, signed by the same persons and in the same manner as the Assignment Form tendering the Shares to be withdrawn. The Offer contains terms and conditions and the information required by Rule 14d-6(d)(1) under the Exchange Act which are incorporated herein by reference. The Tender Offer Documents contain important information which should be read carefully before any decision is made with respect to the Offer.

1 Many of you erroneously received an offer to purchase Apple REIT Seven shares.  The third-party mailing house to whom David Lerner delivered the mailing list mailed the wrong offer to you.  Thus, we are resending this offer and extending the Expiration Date.

EX-99.(A)(6)

FOR IMMEDIATE RELEASE

MacKenzie Capital Management, LP announces an extension of and amendment to the tender offer for Apple REIT Eight, Inc.

Moraga, Calif. (Market Wire)—October 4, 2013-- The Purchasers affiliated with MacKenzie Capital Management, LP which are identified in the tender offer for Apple REIT Eight, Inc. have extended the expiration date with respect to their tender offer for Shares (the “Shares”) in Apple REIT Eight, Inc. through November 15, 2013.  The Purchasers are offering to purchase up to 1,000,000 Shares for $4 per Share.

The Purchasers are extending this offer because they have learned that it was not properly disseminated.  As of the date hereof, no Shares have been tendered by Shareholders and not withdrawn.  No other Shares have been tendered to date.

Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter to Shareholders, the Assignment Form, 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.mackenziecapital.com (click on Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x. 1024

MacKenzie Patterson Fuller, LP

1640 School Street, Suite 100

Moraga, California 94556