Northland Cable Properties Eight Limited Partnership SC TOT Third party tender offer statement

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

___________________

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

(Name of Subject Company)

SCM Special Fund 2, LLC, Steven Gold, MP Value Fund 8, LLC, Lemon Creek Properties, Inc., MPF Income Fund 24, LLC, MPF DeWaay Fund 6, LLC, MPF Senior Note Program II, LP, MPF DeWaay Fund 7, LLC, MPF Income Fund 25, LLC, MPF Senior Note Program I, LP, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Flagship Fund 9, LLC, MP Value Fund 7, LLC, and MacKenzie Patterson Fuller, LP

(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, 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

	$3,414,175	$134.18

*	For purposes of calculating the filing fee only. Assumes the purchase of 18,455 Units at a purchase price equal to $185 per Unit in cash.

[]	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:
	Form or Registration Number:
	Filing Party:
	Date Filed:

[]	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: [ ]

TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by SCM Special Fund 2, LLC, Steven Gold, MP Value Fund 8, LLC, Lemon Creek Properties, Inc., MPF Income Fund 24, LLC, MPF DeWaay Fund 6, LLC, MPF Senior Note Program II, LP, MPF DeWaay Fund 7, LLC, MPF Income Fund 25, LLC, MPF Senior Note Program I, LP, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Flagship Fund 9, LLC, MP Value Fund 7, LLC (collectively the “Purchasers”) to purchase all Units of limited partnership interest (the “Units”) in Northland Cable Properties Eight Limited Partnership (the “Partnership”), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $185 per Unit, less the amount of any distributions declared or made with respect to the Units between January 12, 2009 (the “Offer Date”) and February 9, 2009 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 January 12, 2009 (the “Offer to Purchase”) and the related Assignment Form, 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 Assignment Form, would be assigned by tendering Unit holders to the Purchasers. MacKenzie Patterson Fuller, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not 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 852 holders of record owning an aggregate of 19,087 Units as of DECEMBER 31, 2007, according to its Annual Report on Form 10-K for the fiscal year ending December 31, 2007. The Purchasers and their affiliates currently beneficially own 632 Units, or 3.31% of the outstanding Units. The 18,455 Units subject to the Offer constitute 100% of the outstanding Units not already owned by the Purchasers and their affiliates. Consummation of the offer, if all Units sought are tendered, would require payment by the Purchasers of up to $3,414,175 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 101 Stewart Street, Suite 700, Seattle, Washington 98101, and its phone number is (206) 621-1351.

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 January 12, 2009

(a)(2)	Assignment Form

(a)(3)	Form of Letter to Unit holders dated January 12, 2009
(a)(4)	Agreement for Transfer of Limited Partnership Interest
(b)- (h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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: January 12, 2009

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

EXHIBIT INDEX

Exhibit	Description

(a)(1)	Offer to Purchase dated January 12, 2009

(a)(2)	Assignment Form

(a)(3)	Form of Letter to Unit holders dated January 12, 2009

(a)(4)	Agreement for Transfer of Limited Partnership Interest

Northland Cable Properties Eight Limited Partnership (NCPE) Inactive SC TO-TThird party tender offer statement