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