-----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, GrE4iqfkEaKLI0OTIEvzvhqP9TSv3uTHMwijJkJyg9KWPAY/zKcdnJQS/8/ALKTG wvapfQ5Xm4zwhR4V8Cl84g== 0001169232-07-003261.txt : 20070813 0001169232-07-003261.hdr.sgml : 20070813 20070813142230 ACCESSION NUMBER: 0001169232-07-003261 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/ CENTRAL INDEX KEY: 0000805993 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 382702802 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82939 FILM NUMBER: 071048368 BUSINESS ADDRESS: STREET 1: 280 DAINES ST STREET 2: 3RD FLOOR CITY: BIRMINGHAM STATE: MI ZIP: 48009 BUSINESS PHONE: 2486459261 MAIL ADDRESS: STREET 1: 280 DAINES ST STREET 2: 3RD FLOOR CITY: BIRMINGHAM STATE: MI ZIP: 48009-6250 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 d72392_scto-ta.txt AMENDMENT NO. 1 TO SC TO-T 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 ------------------- UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II, L.P. (Name of Subject Company) MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Flagship Fund 12, LLC, MPF ePlanning Opportunity Fund, LP, MPF Income Fund 24, LLC, MPF DeWaay Premier Fund, LLC, MP Value Fund 5, LLC, MPF Acquisition Co. 3, LLC, MPF Special Fund 8, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Premier Fund 2, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Flagship Fund 11, LLC, MPF Income Fund 23, LLC, MPF Income Fund 22, LLC, MPF Special Fund 9, LLC (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 ---------- ---------- $4,645,640 $ 497.08 * For purposes of calculating the filing fee only. Assumes the purchase of 580,705 Units at a purchase price equal to $8.00 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: $ 497.08 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: June 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: |X| FINAL AMENDMENT TO 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, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Flagship Fund 12, LLC, MPF ePlanning Opportunity Fund, LP, MPF Income Fund 24, LLC, MPF DeWaay Premier Fund, LLC, MP Value Fund 5, LLC, MPF Acquisition Co. 3, LLC, MPF Special Fund 8, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Premier Fund 2, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Flagship Fund 11, LLC, MPF Income Fund 23, LLC, MPF Income Fund 22, LLC, MPF Special Fund 9, LLC (collectively the "Purchasers") to purchase 580,705 Units of limited partnership interest (the "Units") in Uniprop Manufactured Housing Communities Income FUND II, L.P. (the "Partnership"), the subject company, at a purchase price equal to $8.00 per Unit, less the amount of any distributions declared or made with respect to the Units between June 25, 2007 (the "Offer Date") and July 31, 2007 (the "Expiration Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 25, 2007 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer resulted in the tender by unitholders, and acceptance for payment by the Purchasers, of a total of 57,997 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 137,968 Units, or approximately 4.176% of the total outstanding Units. These shares were allocated among the Purchasers as follows: MPF-NY 2007, LLC - 5,800 Units; MPF Badger Acquisition Co., LLC - 2,900 Units; MPF DeWaay Fund 4, LLC - 18,750 Units; and MPF DeWaay Premier Fund 3, LLC - 30,547 Units. 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 13, 2007 MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Flagship Fund 12, LLC, MPF ePlanning Opportunity Fund, LP, MPF Income Fund 24, LLC, MPF DeWaay Premier Fund, LLC, MP Value Fund 5, LLC, MPF Acquisition Co. 3, LLC, MPF Special Fund 8, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Premier Fund 2, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Flagship Fund 11, LLC, MPF Income Fund 23, LLC, MPF Income Fund 22, LLC, MPF Special Fund 9, LLC By: /s/ Chip Patterson ------------------------------ Chip Patterson, Senior Vice President of Manager or General Partner of each filing person -----END PRIVACY-ENHANCED MESSAGE-----