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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CHRISKEN PARTNERS CASH INCOME FUND L.P.
(Name of Subject Company)
MACKENZIE PATTERSON ACQUISITION CO., LLC; MP INCOME FUND 19, LLC; MP INCOME
FUND 11, L.P.; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED
HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL
FUND, L.P.; SPECIFIED INCOME FUND, L.P.; MP FALCON GROWTH FUND, LLC; MACKENZIE
PATTERSON FULLER, INC.; and C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc.
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(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
$12,304,950 $1,559.04
* For purposes of calculating the filing fee only. Assumes the purchase
of 35,157 Units at a purchase price equal to $350 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: $1559.04
Form or Registration Number: Schedule TO
Filing Party: Purchaser
Date Filed: 3-22-2004
[ ] 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: [ ]
The Schedule TO filed as of March 22, 2004, and amended April 7, 2004, by the
above-named bidders is hereby amended as set forth below. Items not amended
remain unchanged, and capitalized terms are used as defined in the original
Schedule.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the
"Offer") by MACKENZIE PATTERSON ACQUISITION CO., LLC; MP INCOME FUND 19, LLC; MP
INCOME FUND 11, L.P.; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD
INSTITUTIONAL FUND, L.P.; SPECIFIED INCOME FUND, L.P.; and MP FALCON GROWTH
FUND, LLC (collectively the "Purchasers") to purchase any and all outstanding
Units of limited partnership interest (the "Units") in CHRISKEN PARTNERS CASH
INCOME FUND L.P., a Delaware limited partnership (the "Partnership"), the
subject company, at a purchase price equal to $350 per Unit, less the amount of
any distributions declared or made with respect to the Units between March 19,
2004 (the "Offer Date") and April 30, 2004 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 19, 2004 (the "Offer
to Purchase") and the related Letter of Transmittal, 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 Letter of
Transmittal, would be assigned by tendering Unit holders to the Purchasers.
MacKenzie Patterson Fuller, Inc. and C.E. Patterson are named as "bidders"
herein because each is deemed to control the Purchasers, but neither party is
otherwise 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 1,494 holders of record owning an aggregate of
35,965 Units as of March 15, 2003, according to its annual report on Form 10-KSB
for the year ending December 31, 2002. The Purchasers and their affiliates
currently beneficially own a total of 808.14 Units, or approximately 2.2% of the
outstanding Units. The 35,157 Units subject to the Offer constitute all of the
outstanding Units not currently held 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 $12,304,950 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 345
North Canal Street, Chicago, Illinois 60606.
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.
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(a)(1) Revised Offer to Purchase dated March 19, 2004
(a)(2) Revised Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated March 19, 2004*
(b)- (h) Not applicable.
*Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 7, 2004.
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 13, 2004
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON ACQUISITION CO., LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 19, LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP INCOME FUND 11, L.P.
By MacKenzie Patterson Fuller, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 6, LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson Fuller, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.
By MacKenzie Patterson Fuller, Inc., General Partner
By: /s/ Christine Simpson
Christine Simpson, Vice President
SPECIFIED INCOME FUND, L.P.
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
MP FALCON GROWTH FUND, LLC
By MacKenzie Patterson Fuller, Inc., Manager
By: /s/ Christine Simpson
Christine Simpson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
EXHIBIT INDEX
Exhibit Description
(a)(1) Revised Offer to Purchase dated March 19, 2004
(a)(2) Revised Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated March 19, 2004*
*Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 7, 2004.