SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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AMERICAN REPUBLIC REALTY FUND I
(Name of Subject Company)
MP VALUE FUND 4, LLC
MP VALUE FUND 6, LLC.
MACKENZIE PATTERSON SPECIAL FUND 3, LLC.
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME 3, L.P.
MACKENZIE PATTERSON, INC.
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
* For purposes of calculating the filing fee only. Assumes the
purchase of 3,500 Units at a purchase price equal to $50 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: $35.00
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: March 27, 2000
[ ] 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 by MP VALUE
FUND 4, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 3, L.P.; and
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, L.P. (collectively the
"Purchasers") to purchase up to 3,500 units of limited partnership interest (the
"Units") in AMERICAN REPUBLIC REALTY FUND I, a Wisconsin limited partnership
(the "Issuer"), the subject company. MacKenzie Patterson, Inc. is named as an
offeror herein because it is deemed to control the Purchasers, but it is not
otherwise participating in the offer as described in this schedule. The
Purchasers are offering to purchase the Units at a purchase price equal to $50
per Unit, less the amount of any distributions declared or made with respect to
the Units between March 1, 2000 and May 1, 2000, 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 March 27, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. The Issuer had
11,000 Units issued and outstanding held by approximately 926 Unitholders as of
December 31, 1998, according to its annual report on Form 10-K for the year then
ended, which is the most recent information available to the Purchasers
concerning the outstanding Units. The address of the Issuer's principal
executive offices is 6210 Campbell Road, Suite 140, Dallas, Texas.
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, except as otherwise set forth
below.
Item 12. Exhibits.
(a)(1) Revised Offer to Purchase dated March 27, 2000
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: April 12, 2000
MP VALUE FUND 4, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MP VALUE FUND 6, LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON SPECIAL FUND 3, LLC.
By MacKenzie Patterson, Inc., Manager
By: /s/ C. E. Patterson
C.E. Patterson, President
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, LP
By MacKenzie Patterson, Inc., General Partner
By: /s/ C. E. Patterson
C.E. Patterson, President
MACKENZIE PATTERSON, INC.
By: /s/ C. E. Patterson
C.E. Patterson, President
2
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Revised Offer to Purchase dated March 27, 2000