UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)OF
THE SECURITIES EXCHANGE ACT OF 1934
ML MACADAMIA ORCHARDS, L.P.
(Name of Subject Company (Issuer))
CRESCENT RIVER AGRICULTURE LLC
(Offeror)
CRESCENT RIVER LLC
(Parent of Offeror)
FARHAD FRED EBRAHIMI
(Owner of Parent)
MARY WILKIE EBRAHIMI
(Other)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
Depository Units Representing Class A Limited Partner’s Interests
(Title of Class of Securities)
55307U107
(CUSIP Number of Class of Securities)
Brad Nelson
283 Columbine Street, Suite 177
Denver, Colorado 80206
(303) 894-3227
(Name, Address, and Telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Wanda J. Abel
Davis Graham & Stubbs LLP
1550 17th Street, Suite 1500
Denver, Colorado 80202
(303) 892-7314
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
| $1,650,000 | $92.07 | |
| * | For the purpose of calculating the filing fee pursuant to Rule 0-11(d) only, based on the purchase of 750,000 issued and outstanding Class A Units of ML Macadamia Orchards, L.P. at the maximum tender offer price of $2.20 per Class A Unit. |
| ** | The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2009 issued March 11, 2009. Such fee equals .0000558 of the transaction value. |
| x | Check the 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: $92.07 | Filing Party: | Crescent River Agriculture LLC, Crescent River LLC, Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi | ||
| Form or Registration No.: Schedule TO | Date Filed: | October 7, 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. |
| x | 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
If applicable check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farhad Fred Ebrahimi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,880,461 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,880,461 shares | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,880,461 shares | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4% | |||||
14 | TYPE OF REPORTING PERSON
IN | |||||
2
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mary Wilkie Ebrahimi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,880,461 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,880,461 shares | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,880,461 shares | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4% | |||||
14 | TYPE OF REPORTING PERSON
IN | |||||
3
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2009, as amended by Amendment No. 1 filed on October 22, 2009 (the “Schedule TO”), by Crescent River Agriculture LLC, a Colorado Limited Liability Company (the “Offeror”), and relates to the tender offer by the Offeror to purchase up to 750,000 Class A Units of ML Macadamia Orchards, L.P., a Delaware publicly traded limited partnership (the “Partnership”), at a price per Class A Unit of $2.20, net to the seller in cash, without interest thereon, less any applicable withholding taxes, and subject to the conditions set forth in the Offer to Purchase, dated October 7, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the “Offer.” The Offer to Purchase and the Letter of Transmittal are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offeror is wholly-owned by Crescent River LLC, a Wyoming limited liability company (“Parent”), which is wholly owned by Farhad Fred Ebrahimi. Mary Wilkie Ebrahimi is the wife of Mr. Ebrahimi and may be deemed to share beneficial ownership of Class A Units owned or acquired by the Offeror, Parent or Mr. Ebrahimi. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Offer to Purchase.
| Items 1-11. |
The Offer to Purchase is hereby amended and supplemented by adding the following:
“The tender offer expired at 11:59 p.m., New York City Time, on Thursday, November 12, 2009.
The Depositary has advised the Offeror that unitholders of M.L. Macadamia have tendered and not withdrawn a total of 234,373 Class A Units. Upon payment for all of the Class A Units tendered in the Offer, we will beneficially own or control 2,880,461 Class A Units, representing approximately 38.4% of the outstanding Class A Units. The Offeror has accepted for payment all of the Class A Units tendered in the Offer.”
Schedule 13D.
This Schedule TO also constitutes Amendment No. 18 to the Statement on Schedule 13D of Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi filed with the Securities and Exchange Commission on January 14, 2002.
4
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: November 16, 2009 | CRESCENT RIVER AGRICULTURE LLC | |||||
| By: | Crescent River LLC Member of Crescent River Agriculture LLC | |||||
| By: | /S/ BRAD NELSON | |||||
| Brad Nelson, Attorney-in-Fact | ||||||
| CRESCENT RIVER LLC | ||||||
| By: | /S/ BRAD NELSON | |||||
| Brad Nelson, Attorney-in-Fact | ||||||
/S/ FARHAD FRED EBRAHIMI* | ||||||
| Farhad Fred Ebrahimi | ||||||
/S/ MARY WILKIE EBRAHIMI* | ||||||
| Mary Wilkie Ebrahimi | ||||||
| *By: | /S/ BRAD NELSON | |||||
| Brad Nelson, Attorney-in-Fact | ||||||
