SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
Amendment No. 1
INLAND RESIDENTIAL PROPERTIES TRUST, INC.
(Name of Subject Company)
MPF BLUE RIDGE FUND II, LLC, MACKENZIE BLUE RIDGE FUND III, LP, MACKENZIE BADGER ACQUISITION CO. 4, LLC, MACKENZIE NORTHSTAR FUND 3, LP; SCM SPECIAL FUND 3, LP; AND MACKENZIE CAPITAL MANAGEMENT, LP
(Bidders)
SHARES OF CLASS A COMMON STOCK
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
_______________________
| | | Copy to: |
| Christine Simpson | | Chip Patterson, Esq. |
| MacKenzie Capital Management, LP | | MacKenzie Capital Management, LP |
| 89 Davis Road, Suite 100 | | 89 Davis Road, Suite 100 |
| Orinda, California 94563 | | Orinda, California 94563 |
| (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 |
| | | |
| | $2,278,000 | $276.09 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 200,000 Shares at a purchase price equal to $11.39 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: $276.09 |
| | Form or Registration Number: SC TO-T |
| | Filing Party: MacKenzie Capital Management, LP |
| | Date Filed: February 15, 2019 |
| | |
| [ ] | 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] |
| | |
| | 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) |
FINAL AMENDMENT TO TENDER OFFER
This Final Amendment to Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF Blue Ridge Fund II, LLC, MACKENZIE BLUE RIDGE FUND III, LP, MACKENZIE BADGER ACQUISITION CO. 4, LLC, MACKENZIE NORTHSTAR FUND 3, LP; SCM SPECIAL FUND 3, LP (collectively the “Purchasers”) to purchase up to 200,000 shares of Class A common stock (the “Shares”) in Inland Residential Properties Trust, Inc. (the “REIT”), the subject company, at a purchase price equal to $11.39 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated February 15, 2019 (the “Offer Date”) and the related Assignment Form.
The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 412.83 Shares. Following the purchase of all the tendered Shares, the Purchasers will own an aggregate of approximately 412.83 Shares, or approximately 0.03% of the total outstanding 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: March 28, 2019
MPF Blue Ridge Fund II, LLC, MacKenzie Blue Ridge Fund III, LP, MacKenzie Badger Acquisition Co. 4, LLC, MacKenzie Northstar Fund 3, LP
By: MacKenzie Capital Management, LP, Manager/General Partner
| By: | /s/ Chip Patterson | | |
| | Chip Patterson, Managing Director | | |
SCM Special Fund 3, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager
| By: | /s/ Chip Patterson | | |
| | Chip Patterson, Managing Director | | |
MACKENZIE CAPITAL MANAGEMENT, LP
| By: | /s/ Chip Patterson | | |
| | Chip Patterson, Managing Director | | |
