SC TO-T/A 1 mpfcritota2final.txt FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 2 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- CRI HOTEL INCOME PARTNERS LP (Name of Subject Company) MPF-NY 2006, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SENIOR NOTE PROGRAM I, LP; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 5, LLC; MP INCOME FUND 16, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF FLAGSHIP FUND 12, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; AND MPF DEWAAY PREMIER FUND 3, LLC; AND MACKENZIE PATTERSON FULLER, LP (Bidders) BACS 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 $8,236,390 $881.29 * For purposes of calculating the filing fee only. Assumes the purchase of 823,639 BACs at a purchase price equal to $10 per BAC 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: $881.29 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: August 30, 2006 [ ] 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 2006, LLC; Moraga Gold, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Senior Note Program I, LP; MPF Income Fund 21, LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; MP Income Fund 16, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; Mackenzie Patterson Special Fund 8, LLC; MPF Acquisition Co. 3, LLC; MPF Flagship Fund 9, LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 11, LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Premier Fund, LLC; MPF DeWaay Premier Fund 2, LLC; and MPF DeWaay Premier Fund 3, LLC (collectively the "Purchasers") to purchase all beneficial assignment certificates representing limited partnership interests (the "BACs") in CRI Hotel Income Partners LP (the "Partnership"), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $10 per BAC, less the amount of any distributions declared or made with respect to the BACs between August 30, 2006 (the "Offer Date") and October 4, 2006 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 August 30, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer resulted in the tender by BACholders, and acceptance for payment by the Purchasers, of a total of 41,476 BACs. Upon completion of the Offer, the Purchasers held an aggregate of approximately 86,499 BACs, or approximately 10.5% of the total outstanding BACs. These shares were allocated among the Purchasers as follows: MPF-NY 2006, LLC - 4,148 UNITS; MACKENZIE PATTERSON SPECIAL FUND 7, LLC - 10,000 UNITS; MPF SENIOR NOTE PROGRAM I, LP- 21,956 UNITS; AND MPF INCOME FUND 21, LLC - 5,372 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: November 7, 2006 MPF-NY 2006, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SENIOR NOTE PROGRAM I, LP; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 5, LLC; MP INCOME FUND 16, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF FLAGSHIP FUND 12, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; AND MPF DEWAAY PREMIER FUND 3, LLC; AND MACKENZIE PATTERSON FULLER, LP 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