-----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, F/FV4MWWEqGgtiYYKE0dD7sp1uKcKR1rVz0HG5Iou31uEdAVuAV0/6nATIku87hD BAOKcvzZ5JBhpX06IMSOwQ== 0001011723-05-000023.txt : 20060420 0001011723-05-000023.hdr.sgml : 20060420 20050303145550 ACCESSION NUMBER: 0001011723-05-000023 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INLAND CAPITAL FUND L P CENTRAL INDEX KEY: 0000878278 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363767977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80567 FILM NUMBER: 05657542 BUSINESS ADDRESS: STREET 1: 2901 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6302188000 MAIL ADDRESS: STREET 1: 2901 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60523 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 mpfinlandtota2.txt AMENDMENT NO. 2 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 ------------------- INLAND CAPITAL FUND, L.P. (Name of Subject Company) MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; MPF-NY 2005, LLC; 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 $2,560,000.00 $301.31 * For purposes of calculating the filing fee only. Assumes the purchase of 8,000 Units at a purchase price equal to $320 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: $301.31 Form or Registration Number: SC TO-T Filing Party: MACKENZIE PATTERSON FULLER, INC. Date Filed: 2/23/2005 [ ] 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 February 23, 2005 by the above-named bidders is hereby amended by adding Item 13 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 INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; and MPF-NY 2005, LLC (collectively the "Purchasers") to purchase up to 8,000 Units of limited partnership interest (the "Units") in INLAND CAPITAL FUND, L.P. (the "Partnership"), the subject company, at a purchase price equal to $320 per Unit, less the amount of any distributions declared or made with respect to the Units between February 23, 2005 (the "Offer Date") and March 25, 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 February 23, 2005 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the Offer price would be subject to reduction for distributions made or declared prior to the Expiration Date. Any distributions made or declared after the Expiration Date, by the terms of the Offer and as set forth in the Letter of Transmittal, would be assigned by tendering Unit holders to the Purchasers. MacKenzie Patterson Fuller, Inc. and C.E. Patterson are named as "bidders" herein because each is deemed to control the Purchasers, but neither party is otherwise participating in the offer described in this schedule. In the event of a price reduction resulting from a Partnership distribution declared or made after the Offer Date and before the Expiration Date, as described above, the Purchasers will file an amendment to this Schedule TO reflecting such reduction and will, to the extent necessary, extend the Expiration Date to assure there is a minimum ten business day period following the amendment before the Offer expires. Tender of Units will include the tender of any and all securities into which the Units may be converted and any securities distributed with respect to the Units from and after the Offer Date. The Partnership had 2,583 holders of record owning an aggregate of 32,337 Units as of March 22, 2004 and September 30, 2004, respectively, according to its annual report on Form 10-K for the year ending December 31, 2003 and the quarterly report on Form 10-Q for the quarter ending September 30, 2004, respectively. The Purchasers and their affiliates currently beneficially own no Units, or 0% of the outstanding Units. The 8,000 Units subject to the Offer constitute 24.74% of the outstanding Units. Consummation of the Offer, if all Units sought are tendered, would require payment by the Purchasers of up to $2,560,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital. The address of the Partnership's principal executive offices is 2901 Butterfield Road, Oak Brook, Illinois 60523, and its phone number is 630-218-8000. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated February 23, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated February 23, 2005* (a)(4) Form of advertisement in Investor's Business Daily* (b)-(h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on February 23, 2005. Item 13. Information Required by Schedule 13E-3. -------------------------------------- Not applicable. 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: March 3, 2005 MPF INCOME FUND 21, LLC MP VALUE FUND 6, LLC MACKENZIE PATTERSON SPECIAL FUND 6, LLC MACKENZIE PATTERSON SPECIAL FUND 6A, LLC MP VALUE FUND 6, LLC MPF SPECIAL FUND 8, LLC MACKENZIE PATTERSON SPECIAL FUND 7, LLC MPF DEWAAY PREMIER FUND, LLC MPF DEWAAY FUND 2, LLC MPF DEWAAY FUND 3, LLC ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P. ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P. MPF-NY 2005, LLC By: /s/ Chip Patterson ------------------------- Chip Patterson, Vice President of Manager of each filing person MACKENZIE PATTERSON FULLER, INC. By: /s/ Chip Patterson ------------------------- Chip Patterson, Vice President C.E. PATTERSON /s/ C.E. Patterson - ------------------------- 3 COVER 2 filename2.txt March 3, 2005 Celeste M. Murphy Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0303 Re: Inland Capital Fund, L.P., Schedule TO-T filed February 23, 2005 by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers SEC File No. 005-80567 Dear Ms. Murphy: Thank you for your letter dated March 2, 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. Financial statements of the purchasers would not add material disclosure to the available information. As disclosed, the offer will be funded through the existing capital of the purchasers. As stated in the offer materials, the purchasers have aggregate capital which is more than adequate to fund the offer. The specific facts and circumstances of this offer should be understood. Absent a tender offer filed under Section 14(d)(1) of the Securities Exchange Act, the purchasers would have little or no access to the security holders and the holders would have little or no access to potential purchasers. Because of the lack of liquidity of the securities, the uncertainty as to the underlying value of the securities and the issuer's assets, and the extraordinary per unit costs of using a tender offer as the means for purchasing the securities, the offer prices are substantially discounted from the estimates of liquidation value of the issuers. It is therefore anticipated that only those securities holders who have an immediate need for liquidity will seek to sell their securities. Based on the extensive past experience of both the purchasers and others who have tendered for illiquid securities in similar circumstances, the purchasers do not reasonably expect to receive more than 10% to 25% of the total number of securities sought and will likely receive substantially less than that. Of course, the purchasers could have tendered for 100% and would not have expected any different response, but such a tender would have been unrealistic. Accordingly, while the purchasers are prepared and able to fund the entire offer, as a practical matter, the actual funds necessary to complete the offer are reasonably expected to be substantially less than the cash reserves held by the purchasers. This offer is for immediate cash payment and no securities of the bidder are to be used. No evaluation of securities or credit risk is therefore relevant to this offer. The bidder neither seeks control, nor would it, if successful in purchasing all securities sought, gain control of any issuer, so no evaluation of the bidders' financial condition is relevant in that respect. No market exists for the securities and no competing bidder is seeking to purchase the securities, so no real alternative opportunities are available to be evaluated over the period of the offer. Given the circumstances and terms of this offer, to require inclusion of financial statements for this offer would involve unnecessary and unreasonable time, effort, and expense, without March 3, 2005 Page 2 of 2 providing any more material information to prospective sellers than the information presented in the Offer. Any additional document preparation, financial statement preparation, and subsequent mailing costs would add substantial additional cost to the offer without any material impact on disclosure. Based on the foregoing, we believe the financial statements presented together with disclosure of the other sources of funds provide all financial information material to a security holder's evaluation of the offer. 2. Item 1016 of Regulation M-A requires the filing of certain exhibits, but we do not believe that the informal arrangement between the purchasers for the allocation of units tendered pursuant to the Offer falls within any of the provisions of Item 1016. Furthermore, the arrangement is not definitive in that it needs to be flexible based upon the results of the tender offer. Disclosure of such details would not be material to a prospective seller because the terms of the Offer are not affected by the allocation between the purchasers. 3. I am a bit surprised by this comment. My review of various Schedule TOs, including, for example, the Oracle tender offer for Peoplesoft, indicates that many bidders do not make this notation. We believe that the preface to the Item, which says "If the Schedule TO is combined with Schedule 13E-3...," implies that unless the Item is noted, it is inapplicable, although I understand that you are relying on the instruction indicating that if an item is inapplicable, we should so state. Additionally, the fact that this is a Schedule TO-T necessarily implies that Item 13 would be inapplicable (it could not be a going-private transaction by a private party). Nonetheless, we will in the future note that Item 13 is inapplicable, and amend the current Schedule TO-T. 4. You have requested that we acknowledge, and we hereby do acknowledge, 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-----