-----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, WA9tGHRs+BTEQQQMx5nN61Q9qDYP1KF0DNrbOmeagTrAa3pdScq7IiTNx5J+6uBQ MvYbtHE3ZVA3zEzm3Ptl/A== 0001011723-05-000083.txt : 20060821 0001011723-05-000083.hdr.sgml : 20060821 20050519124015 ACCESSION NUMBER: 0001011723-05-000083 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20060124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPERTY INVESTORS 6 CENTRAL INDEX KEY: 0000708870 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133140364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47887 FILM NUMBER: 05843965 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 mpfinp6tota3.txt AMENDMENT NO. 3 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 ------------------- NATIONAL PROPERTY INVESTORS 6 (Name of Subject Company) MPF-NY 2005, LLC, STEVEN GOLD, MORAGA GOLD, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF SPECIAL FUND 8, LLC, MP FALCON GROWTH FUND 2, LLC, MP VALUE FUND 7, LLC, MPF FLAGSHIP 9, LLC, MPF DEWAAY PREMIER FUND 2, LLC, MACKENZIE PATTERSON FULLER, INC, and C.E. PATTERSON (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson Chip Patterson, Esq. MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc. 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 $1,650,000 $247.50 * For purposes of calculating the filing fee only. Assumes the purchase of 30,000 Units at a purchase price equal to $55.00 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: $247.50 Form or Registration Number: SC TO Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: March 23, 2005 [ ] 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 March 23, 2005 and amended May 2, 2005 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 2005, LLC, STEVEN GOLD, MORAGA GOLD, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF SPECIAL FUND 8, LLC, MP FALCON GROWTH FUND 2, LLC, MP VALUE FUND 7, LLC, MPF FLAGSHIP 9, LLC, MPF DEWAAY PREMIER FUND 2, LLC, and MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase up to 30,000 Units of limited partnership interest (the "Units") in National Property Investors 6, a California limited partnership (the "Partnership"), the subject company, at a purchase price equal to $55.00 per Unit, less the amount of any distributions declared or made with respect to the Units between March 23, 2005 (the "Offer Date") and May 20, 2005 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 March 23, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers intend to allocate the Units among themselves, if the Offer is fully subscribed, in the following manner: MPF-NY 2005, LLC, 6,364 Units; STEVEN GOLD, 909 Units; MORAGA GOLD, LLC, 909 Units; MACKENZIE PATTERSON SPECIAL FUND 7, LLC, 2,727 Units; MPF SPECIAL FUND 8, LLC, 3,636 Units; MP FALCON GROWTH FUND 2, LLC, 1,818 Units; MP VALUE FUND 7, LLC, 3,636 Units; MPF FLAGSHIP 9, LLC, 4,545 Units; and MPF DEWAAY PREMIER FUND 2, LLC, 5,455 Units. Section 6 of the Offer is amended by adding the following: Certain partnerships are classified as "publicly traded partnerships" and, subject to certain exceptions, are taxed as corporations for federal income tax purposes. A partnership is a publicly traded partnership if the partnership interests are traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent of a secondary market). The Units are not traded on an established securities market. In the unlikely event that the Partnership becomes a "publicly traded partnership" and is not excepted from federal income tax, there would be several adverse tax consequences to the Unit holders. For instance, the Partnership would be regarded as having transferred all of its assets (subject to all of its liabilities) to a newly-formed corporation in exchange for stock which would be deemed distributed to the Unit holders in liquidation of their interests in the Partnership. In addition, if the Partnership is deemed to be a "publicly traded partnership," then special rules under Code Section 469 govern the treatment of losses and income of the Fund. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated March 23, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated March 23, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Letter to Unit holders dated May 9, 2005** (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 March 23, 2005, as amended May 2, 2005. ** Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on March 23, 2005, as amended May 2, 2005 and May 9, 2005. 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: May 19, 2005 MPF-NY 2005, LLC MORAGA GOLD, LLC MACKENZIE PATTERSON SPECIAL FUND 7, LLC MPF SPECIAL FUND 8, LLC MP FALCON GROWTH FUND 2, LLC MP VALUE FUND 7, LLC MPF FLAGSHIP 9, LLC MPF DEWAAY PREMIER 2, LLC By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above Filing Persons By: /s/ Chip Patterson ------------------------------------- Chip Patterson, Senior Vice President MACKENZIE PATTERSON FULLER, INC. By: /s/ Chip Patterson ------------------------------------- Chip Patterson, Senior Vice President STEVEN GOLD /s/ Steven Gold - ------------------------------------- C.E. PATTERSON /s/ C.E. Patterson - ------------------------------------- 2 COVER 2 filename2.txt May 19, 2005 Julia Griffith Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0303 Re: National Property Investors 6, Schedule TO-T filed May 2, 2005 by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 005-47883 Dear Ms. Griffith: Thank you for your letter dated May 4, 2005 regarding our recent Schedule TO-T. I will respond to the questions you asked in your letter in the order in which you posed them. 1. We will file the allocation among the Purchasers with the final amendment, but we cannot extend the Offer, because then the allocation could change. We still maintain this is not material to tendering Unit holders. We have provided them with sufficient information to be certain that their Units will be purchased if tendered. We have also included a discussion of the budgeted allocation in the amended TO. 2. The Purchasers do have sufficient capital to fund all outstanding offers. We have attached a table showing this analysis to this letter. 3. The "total net assets at their disposal" figure includes only cash and marketable securities, although the entire portfolio could be sold to pay for the Units if need be. Even though the limited partnership Units held are illiquid, they can be sold in private transactions, especially when in larger portions. Please note that when we say that the Purchasers have $26 million in total assets, that figure does not refer to the "value" of those securities but to the cost basis. Thus, if we had to liquidate the illiquid assets, it would be at a discount. However, they were purchased at a discount as well, so the "cost" to liquidate would not be as significant. Nonetheless, we have budgeted the allocations based upon securities that we can sell in the markets and cash. 4. We still believe that discussion of the "publicly traded partnership" issue is immaterial. Nonetheless, we will include the following discussion in the amended TO: Certain partnerships are classified as "publicly traded partnerships" and, subject to certain exceptions, are taxed as corporations for federal income tax purposes. A partnership is a publicly traded partnership if the partnership interests are traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent of a secondary market). The Units are not traded on an established securities market. In the unlikely event that the Partnership becomes a "publicly traded partnership" and is not excepted from federal income tax, there would be several adverse tax consequences to the Unit holders. For instance, the Partnership would be regarded as having transferred all of its assets (subject to all of its liabilities) to a newly-formed corporation in exchange for stock which would be deemed distributed to the Unit holders in liquidation of their interests in the Partnership. In addition, if the Partnership May 19, 2005 Page 2 of 2 is deemed to be a "publicly traded partnership," then special rules under Code Section 469 govern the treatment of losses and income of the Fund. 5. We hereby acknowledge on behalf of all filing persons (and we have the authority to do so) that we are responsible for the adequacy and accuracy of the disclosure in the filings and that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing and that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please let me know if you have any questions or further comments. Very Truly Yours, Chip Patterson Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com
Meridian Century Healthcare National National Inland Consolidated Properties Growth and Property Property US Realty Capital Resources Issuer Fund XIX Income Investors 4 Investors 6 Partners Fund Health Care II - ------------------------------------------------------------------------------------------------------------------------ Price per Unit $300.00 $20.00 $210.00 $ 55.00 $ 4.25 $ 159.00 $ 150.00 Units 16,667 308,000 12,000 30,000 305,500 8,000 15,000 - ------------------------------------------------------------------------------------------------------------------------ MPIF 20 $300,000 MPIF 21 $150,000 MPIF 22 $350,000 $200,000 MPVF 6 $200,000 $125,000 MPVF 7 $250,000 $150,000 $200,000 $200,000 MPVF 8 $80,000 $25,000 MPF Flagship 9 $300,000 $250,000 MPSF 5 $300,000 MPSF 6 $200,000 $200,000 $150,000 MPSF 6-A $200,000 $130,000 MPSF 7 $250,000 $220,000 $250,000 $150,000 $100,000 MPFSF 8 $200,000 $150,000 $150,000 $100,000 $150,000 $125,000 MP Falcon Fund $230,000 $200,000 $50,000 MP Falcon Growth 2 $200,000 $100,000 MPFDP $350,000 $150,000 $60,000 $60,000 MPFDP2 $300,000 $300,000 MPFD 2 $350,000 $60,000 $250,000 MPFD 3 $250,000 $60,000 AHY Inst'l Inv $230,000 $200,000 $220,000 $200,000 AHY Inst'l Fund $100,000 $150,000 $50,000 $ - MPF Acquisition Co. 3 $265,000 $200,000 $35,000 Moraga Gold, LLC $1,000,000 $1,000,000 $450,000 $200,000 $300,000 $300,000 Steven Gold $200,000 $200,000 $150,000 $100,000 MAC 7 $200,000 MPF-NY 2005 $1,000,000 $1,000,000 $500,000 $150,000 $298,375 $87,000 $300,000 MPF $690,100 $645,000 $955,000 - --------------------------------------------------------------------------------------------------------------------------- Total Offer $5,000,100 $6,160,000 $2,520,000 $1,650,000 $1,298,375 $1,272,000 $2,250,000 Total Commitments $5,000,100 $6,160,000 $2,520,000 $1,650,000 $1,298,375 $1,272,000 $2,250,000
(table continued)
Net Cash Assets (including Remaining Total Marketable Available for Issuer Commitments Securities) Commitments - ------------------------------------------------------------------ Price per Unit $ 4.25 $ 159.00 $ 150.00 Units 305,500 8,000 15,000 - ------------------------------------------------------------------ MPIF 20 $ 300,000 $1,133,766 $ 833,766 MPIF 21 $ 150,000 $ 2,031,000 $1,881,000 MPIF 22 $ 550,000 $ 1,589,000 $1,039,000 MPVF 6 $ 325,000 $ 715,000 $ 390,000 MPVF 7 $ 800,000 $ 1,195,000 $ 395,000 MPVF 8 $ 105,000 $ 507,000 $ 402,000 MPF Flagship 9 $ 550,000 $ 2,325,000 $1,775,000 MPSF 5 $ 300,000 $ 1,100,000 $ 800,000 MPSF 6 $ 550,000 $ 2,500,000 $1,950,000 MPSF 6-A $ 330,000 $ 770,000 $ 440,000 MPSF 7 $ 970,000 $ 1,639,780 $ 669,780 MPFSF 8 $ 875,000 $ 985,000 $ 110,000 MP Falcon Fund $ 480,000 $ 692,000 $ 212,000 MP Falcon Growth 2 $ 300,000 $ 472,500 $ 172,500 MPFDP $ 620,000 $ 2,180,000 $1,560,000 MPFDP2 $ 600,000 $ 700,000 $ 100,000 MPFD 2 $ 660,000 $ 1,860,000 $1,200,000 MPFD 3 $ 310,000 $ 2,500,000 $2,190,000 AHY Inst'l Inv $ 850,000 $ 870,000 $ 20,000 AHY Inst'l Fund $ 300,000 $ 312,000 $ 12,000 MPF Acquisition Co. 3 $ 500,000 $ 500,000 $ - Moraga Gold, LLC $ 3,250,000 $ 4,850,000 $1,600,000 Steven Gold $ 650,000 $ 950,000 $ 300,000 MAC 7 $ 200,000 $ 950,001 $ 750,001 MPF-NY 2005 $ 3,335,375 $ 5,000,000 $1,664,625 MPF $ 2,290,100 $ 2,500,000 $ 209,900 ------------------------------------------------------------------- Total Offer $20,150,475 $ 40,827,047 $20,676,572 Total Commitments $20,150,475
IF--Income Fund SF--Special Fund VF--Value Fund MPFDP--MPF DeWaay Premier Fund MPFD--MPF DeWaay Fund AHY--Accelerated High Yield MAC 7--MacKenzie Specified Income Fund -----END PRIVACY-ENHANCED MESSAGE-----