-----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, CaV1sQM7eJUrwKRCCYZ/tVMPihpCc9lzzkc7WBRVVvJJW+XK09+iLMuEVMDoD0Ul /dA80a4PiyRPNsYRLGw+NQ== 0001169232-05-004396.txt : 20060830 0001169232-05-004396.hdr.sgml : 20060830 20050830161817 ACCESSION NUMBER: 0001169232-05-004396 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20060815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA INVESTMENT PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000789457 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 561494619 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80878 FILM NUMBER: 051059056 BUSINESS ADDRESS: STREET 1: 4112 BLUE RIDGE RD STE 200 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9197811700 FORMER COMPANY: FORMER CONFORMED NAME: CAROLINA INVESTMENT PARTNERS DATE OF NAME CHANGE: 19890814 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 d65225_scto-ta.txt AMENDMENT TO SCHEDULE TO 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 ------------------- CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP (Name of Subject Company) MPF FLAGSHIP FUND 9, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 7, LLC; MPF-NY 2005, LLC; STEVEN GOLD; MACKENZIE PATTERSON FULLER, INC.; AND C.E. PATTERSON (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, 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 $531,000.00 $62.50 * For purposes of calculating the filing fee only. Assumes the purchase of 1,770 Units at a purchase price equal to $300 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: $62.50 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: July 21, 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 July 21, 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 Flagship Fund 9, LLC; MP Value Fund 5, LLC; MP Value Fund 7, LLC; MPF-NY 2005, LLC; Steven Gold (collectively the "Purchasers") to purchase up to 1,770 Units of limited partnership interest (the "Units") in Carolina Investment Partners, Limited Partnership (the "Partnership"), the subject company, at a purchase price equal to $300 per Unit, less the amount of any distributions declared or made with respect to the Units between July 21, 2005 (the "Offer Date") and September 6, 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 July 21, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. We are amending the Schedule TO by amending the first paragraph of Section 11 of the Offer by appending thereto the following: The Purchasers were formed solely for the purpose of investing in securities and have no other business operations. Some of the entities managed by MacKenzie Patterson Fuller, Inc. were formed as early as 1982, while many have been formed within the last few years. Further information can be obtained from the California Secretary of State at http://www.ss.ca.gov/business/business.htm. The Purchasers are finite life entities (most terminate in 2099), and most of the Purchasers do provide their investors the opportunity to vote to liquidate the investment fund after five years if a majority of the investors so desire. The Purchasers are advised by MPF Advisers, Inc., an investment adviser registered with the Securities and Exchange Commission. More information on the investment adviser can be obtained from the SEC's investment adviser database at http://www.adviserinfo.sec.gov or at the SEC's offices. The adviser chooses investments for these funds by selecting securities that it believes own assets that are worth substantially more than the price for which the securities can be acquired, such as through tender offers like this Offer. The adviser advises the Purchasers to purchase assets with an anticipated exit strategy within the investment objectives of the client (thus, newer funds may purchase securities where liquidation of the partnership may not occur in the near term). The Purchasers expect to retrieve their original capital and appropriate returns from an investment in the Units when the Partnership sells the properties it owns and pays liquidating distributions to its limited partners. The Purchasers, as limited partners, do not generally take an active role in management or operations of the partnerships in which they invest. On occasion, the manager or general partner of the Purchasers will discuss operations with the general partners of the Partnerships in which they invest. On an annual basis, the adviser determines the net asset value of the securities owned by its clients in the same fashion as described in "Establishing the Offer Price" above. Further, the Purchasers' general business strategy is to invest in limited partnerships where we believe a capital event may occur within a few years of our investment. In some cases, but infrequently, we may decide to take a more active role in seeking to have the partnership sell its assets, although we have no present intention to do so in this case. Please see "WHAT ARE THE PURCHASERS' FUTURE INTENTIONS CONCERNING THE PARTNERSHIP?" in our Offer. Although we have no information about the General Partner's timeframe for transferring Units, in our experience general partners will usually transfer units within 4-6 weeks of submission for transfer. Also, please note that in our discussion of the Federal Income Tax Consequences section of our Offer, we assume that the Partnership will be treated as a partnership for tax purposes; we cannot assure you that it will not be treated as a publicly traded partnership because the IRS could determine that the Units are readily traded on a secondary market by virtue of the fact that there have been some tender offers and auction trades of Units, however unlikely and inconsistent with the Code that would be. If you do not tender you Units in our Offer, you may have to wait a month or more to transfer your units if our offer is fully subscribed and an additional 20% of the Units are for some reason transferred by other unitholders, because, as noted in the Offer, the Partnership will not transfer more than 50% of the Units in any 12-month period. Item 12. Exhibits. (a)(1) Offer to Purchase dated July 21, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated July 21, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on July 21, 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: August 30, 2005 MPF Flagship Fund 9, LLC; MP Value Fund 5, LLC; MP Value Fund 7, LLC; MPF-NY 2005, LLC By: /s/ Chip Patterson ------------------------------ Chip Patterson, Vice President of Manager or General Partner of each filing person MACKENZIE PATTERSON FULLER, INC. By: /s/ Chip Patterson ------------------------------ Chip Patterson, Vice President C.E. PATTERSON /s/ C.E. Patterson - ------------------ STEVEN GOLD /s/ Steven Gold - --------------- CORRESP 2 filename2.txt August 30, 2005 Michael Pressman Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Carolina Investment Partners, Schedule TO-T filed July 21, 2005 by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 5-80878 Dear Mr. Pressman: Thank you for your letter dated August 12, 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. This was a mistake, he has signed the Schedule. We have noted this in the revised materials. 2. We are amending the Schedule TO by adding some of the additional disclosures you requested. Please note that many of the disclosures you requested are inapplicable to this situation. Some of the other disclosures simply are not material or would be too expensive and onerous to disclose. Thus, we have made the additional disclosures in our materials that we are willing to make (or capable of making). With respect to the bullet points in your letter: o We have included information on business purpose and a reference to where limited partners can find further information. o We have indicated that the bidders are finite life entities and may liquidate after 5 years. o We have disclosed that the investment adviser "chooses investments for these funds by selecting securities that it believes own assets that are worth substantially more than the price for which the securities can be acquired, such as through tender offers like this Offer." o We have disclosed that the adviser does. o We have referred to the adviser's Form ADV and the SEC's IARD website. o See above o We have described the exit strategy. o See above o The adviser does not have any financial obligations. o We cannot provide all of the bidders' investment activity, nor is it relevant or material to this offer. We are, again, talking about numerous separately listed investments (because this requires all prior purchases and sales). o See above August 30, 2005 Page 2 of 3 o See above o See above o This tender offer relates to, and we almost exclusively make tender offers for, limited partnerships, not corporations, so there is no preferred or common stock. o We have disclosed that "The Purchasers, as limited partners, do not generally take an active role in management or operations of the partnerships in which they invest. On occasion, the manager or general partner of the Purchasers will discuss operations with the general partners of the Partnerships in which they invest." o This tender offer relates to, and we almost exclusively make tender offers for, limited partnerships, not corporations, so there is no board of directors. o See above o N/A o See above o This is not practicable and we cannot provide it; further, it is immaterial to this offer. o We have disclosed that "On an annual basis, the adviser determines the net asset value of the securities owned by its clients in the same fashion as described in "Establishing the Offer Price" above." 3. They are filing persons, but their net worth is immaterial. We disclosed in our original schedule that "Mr. Gold has more than sufficient cash and/or liquid assets to purchase his maximum allocation of Units, so his net worth is immaterial." Mr. Patterson is listed as a filing person because he may be deemed to control some of the purchasers, but is not purchasing any units, so his net worth is even more immaterial. 4. You misunderstood our recent conversation, or we had a miscommunication. It is not our general strategy to "seek liquidation" of the partnerships in which we invest. Our strategy is to invest in limited partnerships where we believe a capital event may occur within a few years of our investment. For example, this partnership has announced plans to sell some of its land, and we believe that it may be successful in so doing. We disclose in our materials that "[a]lthough the Purchasers do not have any present intention to take any action with respect to management or control of the Partnership, the Purchasers reserve the right, at an appropriate time, to exercise their rights as limited partners to vote on matters subject to a limited partner vote, including any vote affecting the sale of the Partnership's assets and the liquidation and dissolution of the Partnership." Only in rare cases do we take an active role and actually "seek" to have the partnership liquidate its assets through proxy solicitations or the like. Nevertheless, we will summarize this strategy in the revised materials. 5. We do not believe Unit holders would ever have to pay such fees. This could only be an issue when a security can be held in "street name" by a brokerage firm. We believe that all of the Units of this Partnership are held in the name of the record holder (they are not DTC-eligible and do not have a CUSIP number). August 30, 2005 Page 3 of 3 6. We have no basis in fact to make this statement. Nonetheless, in our experience general partners will usually transfer units within 4-6 weeks of submission for transfer. We will disclose this experience. 7. The Partnership is currently treated as partnership, and not a "publicly traded partnership," for federal tax purposes. We have no reason to believe that this status would change, and such a change would be inconsistent with the regulations and precedent. However, if it did change, it would materially change the tax consequences, therefore we identified this underlying assumption. Nonetheless, we have clarified that we cannot assure investors that the IRS won't do something that is inconsistent with the regulations and precedent. 8. We will disclose that those who do not tender may have to wait a month or more to transfer their units if our offer was fully subscribed and an additional 20% of the Units are for some reason transferred by other unitholders. Closing paragraphs: While acknowledging the Staff's positions, and without implying any specific issue with such position, we respectfully decline to make the statements requested. There is no requirement that we do so. To the extent the requested statements are accurate statements of applicable law, there is no reason to obtain from bidders a recitation of such law. To the extent the statements go beyond applicable law or reflect interpretations of law that may be open to dispute, it would not be fair or appropriate to require bidders to make statements that might prejudice their right to take a contrary position at some later time, if the occasion arose. Please let me know if you have any questions or further comments. Very Truly Yours, Chip Patterson Senior Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----