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
___________________
(Name of Subject Company)
(Bidders)
SHARES OF PREFERRED STOCK
(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 | |
$1,821,000 | $71.57 |
* | For purposes of calculating the filing fee only. Assumes the purchase of 50 Shares at a purchase price equal to $36,420 per Share 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: $71.57 | |
Form or Registration Number: SC TO-T | |
Filing Party: MacKenzie Patterson Fuller, LP | |
Date Filed: SEPTEMBER 17, 2008 | |
[] | 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 MPF DeWaay Fund 5, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Senior Note Program II, LP, MPF Flagship Fund 9, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF Flagship Fund 13, LLC, MPF DeWaay Fund 7, LLC, Steven Gold, Moraga Gold, LLC, MPF Income Fund 24, LLC; AND STEVEN GOLD (collectively the “Purchasers”) to purchase 50 Shares of preferred stock (the “Shares”) in FSP Phoenix Tower Corp. (the “Corporation”), the subject company, at a purchase price equal to $36,420 per Share, less the amount of any distributions declared or made with respect to the Shares between September 17, 2008 (the “Offer Date”) and November 14, 2008 (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 17, 2008 (the “Offer to Purchase”) and the related Letter of Transmittal.
The Offer resulted in the tender by Shareholders, and acceptance for payment by the Purchasers, of a total of 42 Shares. Upon completion of the Offer, the Purchasers held an aggregate of approximately 42 Shares, or approximately 4% of the total outstanding Shares. These shares were allocated among the Purchasers as follows:
STEVEN GOLD – 2 SHARES
MORAGA GOLD, LLC – 3.25 SHARES
MPF BADGER ACQUISITION CO, LLC – 6.15 SHARES
MPF DEWAAY PREMIER FUND 4, LLC – 5.50 SHARES
MPF SENIOR NOTE PROGRAM II, LP – 6.75 SHARES
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC – 2.75 SHARES
MPF FLAGSHIP FUND 13, LLC – 6.75 SHARES
MPF DEWAAY FUND 7, LLC – 6.75 SHARES
MPF INCOME FUND 24, LLC – 2.10 SHARES
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 20, 2008
MPF DEWAAY FUND 5, LLC, MPF DEWAAY PREMIER FUND 4, LLC, MPF SENIOR NOTE PROGRAM II LP, MPF FLAGSHIP FUND 9, LLC, MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC, MPF FLAGSHIP FUND 13, LLC, MPF DEWAAY FUND 7, LLC, STEVEN GOLD, MORAGA GOLD, LLC, MPF INCOME FUND 24, 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