-----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, DSxW2w2qMjXrkXlGt+HldNso92c/QTtWImJzq5GRqAZ1+SZjCajvezXX0r2IJ7Rg UsnvpzT8e5kd0qcji6q6Ug== 0001169232-07-002644.txt : 20070611 0001169232-07-002644.hdr.sgml : 20070611 20070611172117 ACCESSION NUMBER: 0001169232-07-002644 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES V LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000712753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721855 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44523 FILM NUMBER: 07913197 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: SHELTER PROPERTIES V DATE OF NAME CHANGE: 19871022 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 d72150_scto-ta.txt AMENDMENT TO 3RD PARTY TENDER OFFER STATEMENT. 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 ------------------- SHELTER PROPERTIES V LIMITED PARTNERSHIP (Name of Subject Company) MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MacKenzie Patterson Special Fund 6, 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 ---------- ---------- $735,560 $22.58 * For purposes of calculating the filing fee only. Assumes the purchase of 10,508 Units at a purchase price equal to $70 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: $17.74 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: May 25, 2007 |_| 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 May 25, 2007 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 2007, LLC; MPF Badger Acquisition Co., LLC; MacKenzie Patterson Special Fund 6, LLC; MPF DeWaay Premier Fund 3, LLC (collectively the "Purchasers") to purchase up to 10,508 Units of limited partnership interest (the "Units") in Shelter Properties V Limited Partnership (the "Partnership"), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 25, 2007 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers are increasing the Offer Price to $70 per Unit. Item 12. Exhibits. (a)(1) Offer to Purchase dated May 25, 2007* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated May 25, 2007* (a)(4) Notice of Withdrawal from AIMCO Properties, LP Tender Offer* (a)(5) Supplemental letter to unit holders dated June 11, 2007 (a)(6) Notice of Withdrawal from AIMCO Properties, LP Tender Offer, as amended * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 25, 2007 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 11, 2007 MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MacKenzie Patterson Special Fund 6, 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 May 25, 2007 (a)(2) Letter of Transmittal (a)(3) Form of Letter to Unit holders dated May 25, 2007 (a)(4) Notice of Withdrawal from AIMCO Properties, LP Tender Offer* (a)(5) Supplemental letter to unit holders dated June 11, 2007 (a)(6) Notice of Withdrawal from AIMCO Properties, LP Tender Offer, as amended * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 25, 2007 EX-99.(A)(5) 2 d72150_ex-99a5.txt SUPPLEMENTAL LETTER TO UNIT HOLDERS (6/11/07) Exhibit (a)(5) June 11, 2007 TO: UNIT HOLDERS OF SHELTER PROPERTIES V LIMITED PARTNERSHIP SUBJECT: INCREASED OFFER TO PURCHASE UNITS Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you on May 25, 2007, (the "Offer"), which was made by the Purchasers identified in the Offer. The Purchasers are offering to purchase up to 181,811 Units of limited partnership interest (the "Units") in Shelter Properties V Limited Partnership (the "Partnership") at the increased Offer Price of: $70 per Unit The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment without the usual transaction costs associated with market sales or partnership transfer fees. Reasons you may wish to sell your Units include: o HIGHEST OFFER PRICE YET. This offer is 16% HIGHER than what an affiliate of the General Partner is currently offering, as amended. Withdraw your Units from AIMCO and tender them to us! o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with the opportunity to receive a guaranteed amount of money in a specified time period. The general partner has given no indication when the partnership will be liquidating. The Partnership term extends through 2023! o NO MORE DISTRIBUTIONS ASSURED. The Partnership has stated that "There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvement expenditures, to permit any distributions to its partners in 2007 or subsequent periods." o ILLIQUIDITY OF UNITS. The relative illiquidity of the Units resulting from the absence of a formal trading market makes the Units difficult to sell. o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your Units will be the final year for which you will be obligated to file a K-1 for the Partnership with your tax return. This may represent a reduction in costs associated with filing complicated tax returns. Your decision to sell may have other favorable or unfavorable tax consequences and potential sellers should consult their individual tax advisers. The Expiration Date is June 25, 2007. You can view the amended Offer materials at www.mpfi.com (Click on MPF Tenders). If you already completed and sent a Letter of Transmittal to the Depositary, you need not send another, you will automatically receive the higher price. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax (then mail) a duly completed and executed copy of the Letter of Transmittal (printed on pink paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson Fuller, LP 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 We've enclosed a Notice of Withdrawal that you can fax or deliver to the agent for AIMCO Properties, LP if you already tendered your Units to AIMCO and you wish to receive more money! The AIMCO Offer expires on June 15, 2007 (unless further extended), so its depository, The Altman Group, must receive your Notice of Withdrawal by midnight Eastern Time on that date for you to withdraw from that offer. You must also deliver to us an executed copy of our Letter of Transmittal to accept our Offer. If you have any questions or need assistance, please call the Depositary at 800-854-8357. EX-99.(A)(6) 3 d72150_ex-99a6.txt AMENDED NOTICE OF WITHDRAWAL FROM TENDER OFFER Exhibit (a)(6) PLEASE SEND THIS FORM TO AIMCO'S AGENT (BELOW) IF YOU ALREADY TENDERED YOUR UNITS TO AIMCO AND WISH TO ACCEPT THE MPF OFFER NOTICE OF WITHDRAWAL The undersigned hereby withdraws units of limited partnership interest ("Units") in SHELTER PROPERTIES V LIMITED PARTNERSHIP heretofore tendered by the undersigned to AIMCO Properties, L.P., pursuant to its tender offer dated April 2, 2007, as may be amended from time to time. Name of person who tendered Units: ____________________________________________ Name of registered Unit holder (if different):_________________________________ Number of Units to be withdrawn (state "all" if all Units tendered are to be withdrawn): __________ Date: _______________, 2007 _________________________________________ Signature of Withdrawing Unit Holder _________________________________________ Signature of Joint Unit Holder, if any INSTRUCTIONS For a withdrawal to be effective, a written notice of withdrawal must be timely received (i.e., before the Expiration Date, currently set for June 15, 2007) by the information agent for AIMCO Properties, L.P., at its address or facsimile number set forth below. Any such notice of withdrawal must specify the name of the person who tendered the number of Units to be withdrawn and the name of the registered holder of such Units, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person who signed AIMCO Properties, L.P.'s letter of transmittal in the same manner as such letter of transmittal was signed. The information agent and its contact information are as follows: THE ALTMAN GROUP, INC. By Overnight Courier or Hand: 1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071 By Fax: (201) 460-0050 -----END PRIVACY-ENHANCED MESSAGE-----