-----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, Frtl8ggOQ/5M2fPXFuzOEZ9BWMrakpcXSkfzvPuZ2VccSu1OllmlMJ1r9jr79YuF PobqDE4jiOOpVgeoHEnKMw== 0001011723-05-000119.txt : 20050707 0001011723-05-000119.hdr.sgml : 20050707 20050706203704 ACCESSION NUMBER: 0001011723-05-000119 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INVESTORS INCOME PROPERTIES CENTRAL INDEX KEY: 0000830056 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431542903 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56351 FILM NUMBER: 05942195 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 29602 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER INC 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 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC TO-T/A 1 mpfiuiiptota1.txt AMENDMENT NO. 1 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 ------------------- UNITED INVESTORS INCOME PROPERTIES, L.P. (Name of Subject Company) MPF DEWAAY FUND 2, LLC, MPF FLAGSHIP FUND 10, LLC, MACKENZIE PATTERSON SPECIAL FUND 5, LLC, MACKENZIE PATTERSON SPECIAL FUND 6, LLC, MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF INCOME FUND 21, LLC, MPF DEWAAY PREMIER FUND 2, LLC, MPF FLAGSHIP FUND 9, 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 $2,350,920.00 $276.70 * For purposes of calculating the filing fee only. Assumes the purchase of 21,372 Units at a purchase price equal to $110 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: $276.70 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: June 2, 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 June 2, 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 Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, and Steven Gold (collectively the "Purchasers") to purchase up to 21,372 Units of limited partnership interest (the "Units") in United Investors Income Properties, L.P. (the "Partnership"), the subject company. The Purchasers are increasing the purchase price to $132 per Unit, less the amount of any distributions declared or made with respect to the Units between June 2, 2005 (the "Offer Date") and July 29, 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 June 2, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. The Expiration Date has been extended to July 29, 2005. Furthermore, the entity Purchasers are providing combined financial statements to Unitholders. As of the date hereof, a total of 398 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. Item 12. Exhibits. (a)(1) Offer to Purchase dated June 2, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated June 2, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Letter to Unit holders dated July 7, 2005 (a)(6) Form of Press Release (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on June 2, 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: July 7, 2005 MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, and 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 STEVEN GOLD /s/ Steven Gold - ------------------------------------- C.E. PATTERSON /s/ C.E. Patterson - ------------------------------------- EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated June 2, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated June 2, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Letter to Unit holders dated July 7, 2005 (a)(6) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on June 2, 2005. EX-99 3 mpfiuiiptota1exa5.txt EXHIBIT (A)(5) Exhibit (a)(5) July 7, 2005 TO: UNIT HOLDERS OF UNITED INVESTORS INCOME PROPERTIES, L.P. SUBJECT: INCREASED AND EXTENDED OFFER TO PURCHASE UNITS Dear Unit Holder: As described in the Offer to Purchase and related Letters of Transmittal sent to you previously (the "Offer"), MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, and Steven Gold (collectively the "Purchasers") are offering to purchase up to 21,372 Units of limited partnership interest (the "Units") in UNITED INVESTORS INCOME PROPERTIES, L.P. (the "Partnership"). We are sending you this letter to announce that we have extended the Expiration Date and increased the purchase price by 20%. We are now offering to purchase your Units for: $132 per Unit ------------- We are also extending the Expiration Date to July 29, 2005. The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in UNITED INVESTORS INCOME PROPERTIES, L.P. without the usual transaction costs associated with market sales or partnership transfer fees. As of the date hereof, a total of 398 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. We have included with this letter a copy of the combined financial statements of the entity Purchasers. Mr. Steven Gold has more than sufficient cash and/or liquid assets to purchase his maximum allocation of Units, so his net worth is immaterial. 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 blue 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. This Offer expires (unless extended) July 29, 2005 Combined Balance Sheet for all Entity Purchasers As of March 31, 2005 Unaudited TOTAL ------------------ ASSETS Current Assets Total Checking/Savings 2,924,512.38 ------------------ Total Accounts Receivable 1,009,267.50 ------------------ Total Current Assets 3,933,779.88 Other Assets Total Investment Portfolio 15,619,499.10 Total Start Up Costs 2,924,859.69 ------------------ Total Other Assets 18,544,358.79 ------------------ TOTAL ASSETS 22,478,138.67 ================== LIABILITIES & EQUITY Liabilities Total Current Liabilities 194,802.29 ------------------ Total Long Term Liabilities 2,313,731.51 ------------------ Total Liabilities 2,508,533.80 ------------------ Total Equity 19,969,604.87 ------------------ TOTAL LIABILITIES & EQUITY 22,478,138.67 ================== Combined Profit and Loss for all Entity Purchasers As of March 31, 2005 Unaudited TOTAL -------------- Ordinary Income/Expense Income Total Distributions Rec'd 167,917.92 Total Dividends/Inv Interest 22,085.44 Total Gain on Sale 2,217,339.80 Total Interest Income 7,035.08 Total Dividends Rec'd 41,995.89 Investment Advisory Fee -10,638.70 Total Distributions Received 255,346.60 Total Dividends/Interest 38,891.81 Total Dividends Received 53,247.00 Total Income 2,793,220.84 -------------- Gross Profit 2,793,220.84 Total Expense 1,129,100.67 -------------- Net Ordinary Income 1,664,120.17 -------------- Net Income 1,664,120.17 ============== Combined Statement of Cash Flows for all Entity Purchasers As of March 31, 2005 Unaudited TOTAL --------------- Net cash provided by Operating Activities -125,594.93 Net cash provided by Investing Activities 28,747.96 --------------- Net cash provided by Financing Activities -1,808,126.38 --------------- Net cash increase for period -1,904,973.35 Cash at beginning of period 4,829,485.73 =============== Cash at end of period 2,924,512.38 =============== Please note that the foregoing financial statements are not audited because audited financial statements are not available or obtainable without unreasonable cost or expense. Further, the financial statements may not be prepared in compliance with GAAP because the Purchasers' assets are carried at cost basis and not adjusted to market (in part because there is no market for most such securities). A reconciliation is unavailable or not obtainable without unreasonable cost or expense. EX-99 4 mpfiuiiptota1exa6.txt EXHIBIT (A)(6) Exhibit (a)(6) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, Inc. announces extension of tender offer for UNITED INVESTORS INCOME PROPERTIES, L.P. and increase of Offer Price to $132 per Unit. Moraga, Calif. (Business Wire)--July 7, 2005-- MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, and Steven Gold (the "Purchasers") have extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in UNITED INVESTORS INCOME PROPERTIES, L.P. (the "Partnership"). The expiration date has been extended through July 29, 2005. The Offer Price has been increased by $22 per Unit, or 20%. As of the date hereof, a total of 398 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 -----END PRIVACY-ENHANCED MESSAGE-----