-----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, T3luTszLBaTm/KUaH5n47dz4TT8xCjL4ufXjKnUaiwG5pan6l3SnSitzz2q9wX72 Ho39gbrU1Bfj7tIhXxVrxg== 0001102946-09-000027.txt : 20090213 0001102946-09-000027.hdr.sgml : 20090213 20090213115437 ACCESSION NUMBER: 0001102946-09-000027 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000843368 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 911423516 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83179 FILM NUMBER: 09599906 BUSINESS ADDRESS: STREET 1: 3600 WASHINGTON MUTUAL TOWER STREET 2: 1201 THIRD AVE CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066211351 MAIL ADDRESS: STREET 1: 1201 THIRD AVE SUITE 3600 STREET 2: 1201 THIRD AVE SUITE 3600 CITY: SEATTLE STATE: WA ZIP: 19803 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 mpfnc8amend1.htm FINAL AMENDMENT NO.1 mpfnc8amend1.htm
 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
___________________

(Name of Subject Company)

SCM Special Fund 2, LLC, Steven Gold, MP Value Fund 8, LLC, Lemon Creek Properties, Inc., MPF Income Fund 24, LLC, MPF DeWaay Fund 6, LLC, MPF Senior Note Program II, LP, MPF DeWaay Fund 7, LLC, MPF Income Fund 25, LLC, MPF Senior Note Program I, LP, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Flagship Fund 9, LLC, MP Value Fund 7, LLC, AND MACKENZIE PATTERSON FULLER, LP
(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. 1024
  
(925) 631-9100 ext. 1006

(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
     
 
$3,414,175
$ 134.18

*
For purposes of calculating the filing fee only.  Assumes the purchase of 18,455 Units at a purchase price equal to $185 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:   $ 134.18
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Patterson Fuller, LP
 
Date Filed: JANUARY 12, 2009
   



 
 
 


[]
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 SCM Special Fund 2, LLC, Steven Gold, MP Value Fund 8, LLC, Lemon Creek Properties, Inc., MPF Income Fund 24, LLC, MPF DeWaay Fund 6, LLC, MPF Senior Note Program II, LP, MPF DeWaay Fund 7, LLC, MPF Income Fund 25, LLC, MPF Senior Note Program I, LP, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Flagship Fund 9, LLC, MP Value Fund 7, LLC (collectively the “Purchasers”) to purchase 18,455 Units of limited partnership interest (the “Units”)  in Northland Cable Properties Eight Limited Partnership  (the “Partnership”), the subject company, at a purchase price equal to $185 per Unit, less the amount of any distributions declared or made with respect to the Units between January 12, 2009 (the “Offer Date”) and February 9, 2009 (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 12, 2009 (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 1,263 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 1,895 Units, or approximately 10.27% of the total outstanding Units.  These shares were allocated among the Purchasers as follows:

MP VALUE FUND 8, LLC – 541 UNITS
LEMON CREEK PROPERTIES, INC. – 92 UNITS
MPF INCOME FUND 25 LLC – 315 UNITS
MPF DEWAAY FUND 7, LLC – 315 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:      February 12, 2009

SCM Special Fund 2, LLC, Steven Gold, MP Value Fund 8, LLC, Lemon Creek Properties, Inc., MPF Income Fund 24, LLC, MPF DeWaay Fund 6, LLC, MPF Senior Note Program II, LP, MPF DeWaay Fund 7, LLC, MPF Income Fund 25, LLC, MPF Senior Note Program I, LP, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Flagship Fund 9, LLC, MP Value Fund 7, LLC

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



STEVEN GOLD

/s/ Steven Gold

 -----END PRIVACY-ENHANCED MESSAGE-----