SC TO-T/A 1 mpireevestota2.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 2 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- REEVES TELECOM LIMITED PARTNERSHIP (Name of Subject Company) MPF-NY 2005, LLC; SCM SPECIAL FUND, LLC; MPF FLAGSHIP FUND 10, LLC; MPF DEWAAY PREMIER FUND 3, LLC; AND MACKENZIE PATTERSON FULLER, LP (Bidders) UNITS OF 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.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 $905,781 $96.92 * For purposes of calculating the filing fee only. Assumes the purchase of 1,811,562 Units at a purchase price equal to $0.50 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: $96.92 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: April 26, 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: [ ] The Schedule TO filed as of April 26, 2006, as amended May 30, 2006, by the above-named bidders is hereby amended as set forth below. Items not amended remain unchanged, and capitalized terms are used as defined in the original Schedule. TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by MPF-NY 2006, LLC; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 3, LLC (collectively the "Purchasers") to purchase all Units of limited partnership interest (the "Units") in Reeves Telecom Limited Partnership (the "Partnership"), the subject company, not already held by purchasers and their affiliates 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 April 26, 2006 (the "Offer Date") and June 16, 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 April 26, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer is also being amended to remove SCM Special Fund, LLC as a Purchaser; the other Purchasers will receive a pro rata allocation of Units tendered that would have been allocated to SCM Special Fund, LLC. The remaining Purchasers still have more than enough capital to consummate the Offer. Item 12. Exhibits. (a)(1) Offer to Purchase dated April 26, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated April 26, 2006* (a)(4) Form of Letter to Unit holders dated May 30, 2006** (a)(5) Form of Press Release** (a)(6) Form of Press Release (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 26, 2006 ** Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 30, 2006 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: June 15, 2006 MPF-NY 2005, LLC; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 3, 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 EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated April 26, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated April 26, 2006* (a)(4) Form of Letter to Unit holders dated May 30, 2006** (a)(5) Form of Press Release** (a)(6) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 26, 2006 ** Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 30, 2006