-----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, MF5f01a4TRCg6fbR0bTWLg2rOiO6FKID3/tXRIh7jiPwTii4oRy8QOgC+1MDOvBD jpVrCBKQr8AXVQbg1mAjfg== 0001011723-05-000084.txt : 20060512 0001011723-05-000084.hdr.sgml : 20060512 20050520124050 ACCESSION NUMBER: 0001011723-05-000084 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20060427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN HEALTHCARE GROWTH & INCOME FUND LTD PARTNERSHIP CENTRAL INDEX KEY: 0000826682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 521549486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80594 FILM NUMBER: 05847267 BUSINESS ADDRESS: STREET 1: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 3017274083 MAIL ADDRESS: STREET 1: 225 E REDWOOD ST STREET 2: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 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 mpfimeridiantota3.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 3 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP (Name of Subject Company) MPF DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY 2005, LLC; MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) (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 $6,160,000 $725.03 * For purposes of calculating the filing fee only. Assumes the purchase of 308,000 Units at a purchase price equal to $20.00 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: $725.03 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: April 1, 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 March 7, 2005, amended April 1, 2005 and April 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 DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase up to 308,000 Units of limited partnership interest (the "Units") in Meridian Healthcare Growth and Income Fund Limited Partnership, a Delaware limited partnership (the "Partnership"), the subject company, at a purchase price equal to $20.00 per Unit, less the amount of any distributions declared or made with respect to the Units between May 20, 2005 and June 16, 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 March 7, 2005, as amended, (the "Offer to Purchase") and the related Letter of Transmittal. As of the date hereof, a total of 74,030 Units have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. This amendment increases the Offer Price by $0.37 per Unit to offset the decrease in the Offer Price by the $0.37 per Unit distribution declared by the General Partner, leaving the Offer Price at $20 per Unit. Section 6 of the Offer is amended by adding the following: Certain partnerships are classified as "publicly traded partnerships" and, subject to certain exceptions, are taxed as corporations for federal income tax purposes. A partnership is a publicly traded partnership if the partnership interests are traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent of a secondary market). The Units are not traded on an established securities market. In the unlikely event that the Partnership becomes a "publicly traded partnership" and is not excepted from federal income tax, there would be several adverse tax consequences to the Unit holders. For instance, the Partnership would be regarded as having transferred all of its assets (subject to all of its liabilities) to a newly-formed corporation in exchange for stock which would be deemed distributed to the Unit holders in liquidation of their interests in the Partnership. In addition, if the Partnership is deemed to be a "publicly traded partnership," then special rules under Code Section 469 govern the treatment of losses and income of the Fund. Schedule 1 to the Offer is amended by adding the following: The Purchasers intend, if the Offer is fully subscribed, to allocate the Units among themselves as follows: MPF DeWaay Premier Fund, LLC, 17,500 Units; Mackenzie Patterson Special Fund 7, LLC, 12,500 Units; MPF Special Fund 8, LLC, 7,500 Units; MP Value Fund 7, LLC, 7,500 Units; Accelerated High Yield Institutional Fund, Ltd., L.P., 7,500 Units; Accelerated High Yield Institutional Investors, Ltd., L.P., 10,000 Units; MP Falcon Fund, LLC, 10,000 Units; MP Falcon Growth Fund 2, LLC, 10,000 Units; MPF Income Fund 22, LLC, 17,500 Units; MPF DeWaay Fund 2, LLC, 17,500 Units; Mackenzie Patterson Special Fund 5, LLC, 15,000 Units; Mackenzie Patterson Special Fund 6, LLC, 10,000 Units; Mackenzie Patterson Special Fund 6-A, LLC, 10,000 Units; MPF Acquisition Co. 3, LLC, 13,250 Units; Moraga Gold, LLC, 50,000 Units; Steven Gold, 10,000 Units; MPF-NY 2005, LLC, 50,000 Units; and Mackenzie Patterson Fuller, Inc., 32,250 Units. We will determine modifications to this allocation based upon the number of Units tendered. Priority is given to Purchasers which already hold Units, then to Purchasers which raised capital first, then to the remaining Purchasers in equal shares. Units will be allocated according to this priority until the maximum number of Units listed above are allocated to Purchasers within a given priority, then Units will be allocated similarly among Purchasers in the next level of priority, until all Units are allocated; provided that MPF-NY 2005 will receive at least 10% of all Units tendered. Item 12. Exhibits. -------- (a)(1) Revised Offer to Purchase dated March 29, 2005* (a)(2) Amended Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated March 7, 2005* (a)(4) Form of Letter to Unit holders dated April 1, 2005* 1 (a)(5) Form of Press Release April 1, 2005* (a)(6) Form of Letter to Unit holders dated April 21, 2005* (a)(7) Form of Press Release April 21, 2005* (a)(8) Form of Letter to Unit holders dated May 20, 2005 (a)(9) Form of Press Release May 20, 2005 (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on March 7, 2005, April 1, 2005, and April 21, 2005. 2 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: May 20, 2005 MPF DEWAAY PREMIER FUND, LLC MACKENZIE PATTERSON SPECIAL FUND 7, LLC MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P. ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P. MP FALCON FUND, LLC MP FALCON GROWTH FUND 2, LLC MPF INCOME FUND 22, LLC MPF DEWAAY FUND 2, LLC MACKENZIE PATTERSON SPECIAL FUND 5, LLC MACKENZIE PATTERSON SPECIAL FUND 6, LLC MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC MPF ACQUISITION CO. 3, LLC MORAGA GOLD, LLC STEVEN GOLD MPF-NY 2005, LLC By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above Filing Persons By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President MACKENZIE PATTERSON FULLER, INC. By: /s/ Christine Simpson --------------------------------- Christine Simpson, Vice President C.E. PATTERSON /s/ C.E. Patterson - --------------------------------- 3 EXHIBIT INDEX Exhibit Description (a)(1) Revised Offer to Purchase dated March 29, 2005* (a)(2) Amended Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated March 7, 2005* (a)(4) Form of Letter to Unit holders dated April 1, 2005* (a)(5) Form of Press Release* (a)(6) Form of Letter to Unit holders dated April 21, 2005* (a)(7) Form of Press Release April 21, 2005* (a)(8) Form of Letter to Unit holders dated May 20, 2005 (a)(9) Form of Press Release May 20, 2005 (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on March 7, 2005, April 1, 2005, and April 21, 2005. EX-99 3 mpfimeridianexha8.txt EXHIBIT (A)(8) LETTER TO UNIT HOLDERS Exhibit (a)(8) May 20, 2005 TO: UNIT HOLDERS OF MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP SUBJECT: AMENDED AND EXTENDED OFFER TO PURCHASE UNITS, PRICE REMAINS $20 PER UNIT EVEN AFTER $0.37 PER UNIT DISTRIBUTION Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you March 7, 2005, as amended April 1 and April 21, 2005 (the "Offer") made by MPF DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers"), who are offering to purchase up to 308,000 Units of limited partnership interest (the "Units") in MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"). As of the date hereof, a total of 74,030 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. The General Partner declared a $0.37 per Unit distribution, which pursuant to the terms of the Offer would have reduced the Offer Price by that amount; however, we are now amending the Offer to increase the Offer Price back up to $20 per Unit. The Purchasers are extending the Expiration Date to June 16, 2005 Please note that in our Offer we stated that we believe the Development General Partner and the manager of the Partnership's properties have a tacit agreement with the buyer to continue to manage the properties after the sale. This belief is based upon the fact that the purchase agreement states that the buyer will negotiate a contract with the manager to continue managing the properties. Other than this, we have no direct evidence of any agreement, tacit or otherwise. We are amending Section 6 of the Offer by adding the following: Certain partnerships are classified as "publicly traded partnerships" and, subject to certain exceptions, are taxed as corporations for federal income tax purposes. A partnership is a publicly traded partnership if the partnership interests are traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent of a secondary market). The Units are not traded on an established securities market. In the unlikely event that the Partnership becomes a "publicly traded partnership" and is not excepted from federal income tax, there would be several adverse tax consequences to the Unit holders. For instance, the Partnership would be regarded as having transferred all of its assets (subject to all of its liabilities) to a newly-formed corporation in exchange for stock which would be deemed distributed to the Unit holders in liquidation of their interests in the Partnership. In addition, if the Partnership is deemed to be a "publicly traded partnership," then special rules under Code Section 469 govern the treatment of losses and income of the Fund. Furthermore, we are amending Schedule 1 to the Offer by adding the following: The Purchasers intend, if the Offer is fully subscribed, to allocate the Units among themselves as follows: MPF DeWaay Premier Fund, LLC, 17,500 Units; Mackenzie Patterson Special Fund 7, LLC, 12,500 Units; MPF Special Fund 8, LLC, 7,500 Units; MP Value Fund 7, LLC, 7,500 Units; Accelerated High Yield Institutional Fund, Ltd., L.P., 7,500 Units; Accelerated High Yield Institutional Investors, Ltd., L.P., 10,000 Units; MP Falcon Fund, LLC, 10,000 Units; MP Falcon Growth Fund 2, LLC, 10,000 Units; MPF Income Fund 22, LLC, 17,500 Units; MPF DeWaay Fund 2, LLC, 17,500 Units; Mackenzie Patterson Special Fund 5, LLC, 15,000 Units; Mackenzie Patterson Special Fund 6, LLC, 10,000 Units; Mackenzie Patterson Special Fund 6-A, LLC, 10,000 Units; MPF Acquisition Co. 3, LLC, 13,250 Units; Moraga Gold, LLC, 50,000 Units; Steven Gold, 10,000 Units; MPF-NY 2005, LLC, 50,000 Units; and Mackenzie Patterson Fuller, Inc., 32,250 Units. We will determine modifications to this allocation based upon the number of Units tendered. Priority is given to Purchasers which already hold Units, then to Purchasers which raised capital first, then to the remaining Purchasers in equal shares. Units will be allocated according to this priority until the maximum number of Units listed above are allocated to Purchasers within a given priority, then Units will be allocated similarly among Purchasers in the next level of priority, until all Units are allocated; provided that MPF-NY 2005 will receive at least 10% of all Units tendered. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly completed and executed copy of the Letter of Transmittal (printed on purple paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson Fuller, Inc., 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 If you have any questions or need assistance, please call the Depository at 800-854-8357. If you need a copy of our Offer or the Letter of Transmittal, the most current version can be obtained from the SEC's EDGAR database at www.sec.gov or our website at www.mpfi.com (click on MPF Tenders). This Offer expires (unless extended) June 16, 2005. EX-99 4 mpfimeridianexha9.txt EXHIBIT (A)(9) PRESS RELEASE Exhibit (a)(9) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, Inc. announces extension of tender offer for MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP and maintenance of $20 per Unit Offer Price. Moraga, Calif. (Business Wire)--May 20, 2005--MPF DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (the "Purchasers") have extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP, a Delaware Limited Partnership (the "Partnership"). The expiration date has been extended through June 16, 2005. The Offer Price has been increased by $0.37 per Unit to offset the decrease of the same amount due to the distribution declared by the General Partner, so that the Offer Price remains at $20 per Unit. As of the date hereof, a total of 74,030 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. For further information, contact Christine Simpson at the below telephone number. MacKenzie Patterson Fuller, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 925-631-9100 COVER 5 filename5.txt May 20, 2005 Michael Pressman Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Meridian Healthcare Growth and Income Fund Limited Partnership., Schedule TO-T/A filed April 22, 2005 by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 5-80594 Dear Mr. Pressman: Thank you for your letter dated May 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. We have revised the Schedule TO to include the budget and a discussion of the allocation process. 2. We have provided the disclosure requested. 3. This could only be an issue when a security can be held in "street name" by a brokerage firm. 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). We will change the way this reads in future offers that involved DTC-Eligible securities. 4. We have provided the disclosure requested. 5. We hereby acknowledge on behalf of all filing persons (and we have the authority to do so) that we are responsible for the adequacy and accuracy of the disclosure in the filings and that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing and that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please let me know if you have any questions or further comments. Very Truly Yours, /s/ Chip Patterson Chip Patterson Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----