-----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, Ml0SzIoulMLyqdd6n+Budh/mpQArLPf0hey6HhXRs83f3a8+PL9L0C80bICjoB24 i7tzNicBJ1gI9ADz2kyvJw== 0001011723-02-000201.txt : 20021223 0001011723-02-000201.hdr.sgml : 20021223 20021223155259 ACCESSION NUMBER: 0001011723-02-000201 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON INC 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 SUITE 100 CITY: MORAGOS STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGHILL LAKE INVESTORS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000763399 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042848939 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43479 FILM NUMBER: 02866971 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 6173308600 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SC TO-T/A 1 mpispringhilltota1.txt AMENDMENT NO. 1 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 ------------------- SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP (Name of Subject Company) MP VALUE FUND 7, LLC; MP INCOME FUND 19, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON, INC.; and C.E. PATTERSON (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Copy to: Christine Simpson Paul J. Derenthal, Esq. MacKenzie Patterson, Inc. Derenthal & Dannhauser 1640 School Street One Post Street, Suite 575 Moraga, California 94556 San Francisco, California 94104 (925) 631-9100 (415) 981-4844 (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 $1,020,000 $93.84 * For purposes of calculating the filing fee only. Assumes the purchase of 10 Units at a purchase price equal to $102,000 per Unit in cash. [ ] 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: $93.84 Form or Registration Number: Schedule TO Filing Party: Above named bidders Date Filed: November 15, 2002 [ ] 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: [ ] TENDER OFFER The Schedule TO filed as of November 15, 2002, 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. 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)(5) Press Release 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: December 23, 2002 MACKENZIE PATTERSON , INC. By: /s/ Christine Simpson Christine Simpson, Vice President MP VALUE FUND 7, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MP INCOME FUND 19, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President MACKENZIE PATTERSON SPECIAL FUND 6, LLC By MacKenzie Patterson, Inc., Manager By: /s/ Christine Simpson Christine Simpson, Vice President /s/ C.E. Patterson C.E. Patterson 2 EXHIBIT INDEX Exhibit Description Page (a)(5) Press Release EX-99 4 mpispringhilltota1pr.txt EXHIBIT (A)(5) PRESS RELEASE Exhibit (a)(5) PRESS RELEASE FOR IMMEDIATE RELEASE MacKenzie Patterson, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 510-631-9100 December 23, 2002 MP VALUE FUND 7, LLC; MP INCOME FUND 19, LLC; and MACKENZIE PATTERSON SPECIAL FUND 6, LLC (collectively the "Purchasers") are offering to purchase up to 10 Units of limited partnership interest (the "Units") in SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership") at a purchase price equal to $102,000 per Unit. On November 29, 2002, the Partnership filed a Current Report with the Securities and Exchange Commission which disclosed the following: "On November 14, 2002, Springhill Lake Investors Limited Partnership refinanced the mortgage encumbering Springhill Lake Apartments located in Greenbelt, Maryland. The new mortgage replaced mortgage indebtedness of approximately $50,300,000 with a new mortgage of $113,100,000. After repayment of the existing mortgage and payment of closing costs, prepayment penalties and operating reserves, the Partnership received net proceeds of approximately $52,550,000. The Managing General Partner is currently evaluating the amount of net proceeds to be distributed to the partners." The Partnership has not disclosed the amount or timing of any distribution of net refinancing proceeds, and there can be no assurance that any such proceeds will be distributed in the immediate future. The refinancing will not affect the Purchasers' offer for Units. For further information, contact Christine Simpson at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----