-----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, WZLL19fETeBcq41orgPzex6UWW7qhAHSodILB/XXVOESBYWV4VYOCBsI/qu9JCLr 2mvq7eKpkc8Qtc1JyLxDoQ== 0001011723-05-000156.txt : 20050818 0001011723-05-000156.hdr.sgml : 20050818 20050818120342 ACCESSION NUMBER: 0001011723-05-000156 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 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: 051035140 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 mpfiuiiptotafinal.txt FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 6 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: [X] The Schedule TO filed as of June 2, 2005, as amended July 7, 2005, July 25, 2005, August 5, 2005, and August 11, 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. FINAL AMENDMENT TO 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, at a purchase price equal to $132.00 per Unit, less the amount of any distributions declared or made with respect to the Units between June 2, 2005 (the "Offer Date") and August 12, 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 Offer resulted in the tender by Unit holders, and acceptance for payment by the Purchasers, of a total of 1,649 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 1,649 Units, or approximately 2.7% of the total outstanding Units. These Units were allocated among the Purchasers as follows: MPF-NY 2005, LLC, 350 Units; Steven Gold, 165 Units; MPF DeWaay Fund 2, LLC, 1,134 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 18, 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 - ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----