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 ---------------