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)
Sutter Opportunity Fund 4, LLC; MPF Senior Note Program II, LP; MPF Senior Note Program I, LP; Mary R. Bellamy Charitable Trust No. 1; Mary R. Bellamy Charitable Trust No. 2 AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
UNITS OF BENEFICIAL 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 |
| | | |
| | $1,389,677 | $ 54.61 |
| * | |
| | |
| [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: $ 54.61 |
| | Form or Registration Number: SC TO-T |
| | Filing Party: MacKenzie Patterson Fuller, LP |
| | |
| | |
| [] | 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 Sutter Opportunity Fund 4, LLC; MPF Senior Note Program II, LP; MPF Senior Note Program I, LP; Mary R. Bellamy Charitable Trust No. 1; Mary R. Bellamy Charitable Trust No. 2 (collectively the “Purchasers”) to purchase 2,526,686 Units of beneficial interest (the “Units”) in Kiewit Royalty Trust (the “Trust”), the subject company, at a purchase price equal to $0.55 per Unit, less the amount of any distributions declared or made with respect to the Units between January 11, 2007 (the “Offer Date”) and February 29, 2008 (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 11, 2007 (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 54,290 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 305,386 Units, or approximately 2.4 % of the total outstanding Units. These shares were allocated among the Purchasers as follows:
Sutter Opportunity Fund 4, LLC: 48,860 Units
Mary R. Bellamy Charitable Trust No. 1: 2,715 Units
Mary R. Bellamy Charitable Trust No. 2: 2,715 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: March 10, 2008
Sutter Opportunity Fund 4, LLC; MPF Senior Note Program II, LP; MPF Senior Note Program I, LP;
| 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
Mary R. Bellamy Charitable Trust No. 1; Mary R. Bellamy Charitable Trust No. 2
By: /s/ John G. Brant
John G. Brant, Trustee
