SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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U.S. REALTY PARTNERS LIMITED
PARTNERSHIP
(Name of Subject Company)
MPF DEWAAY PREMIER FUND, LLC; MP VALUE FUND 7, LLC; MPF SPECIAL FUND 8, LLC;
MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MORAGA GOLD, LLC; STEVEN GOLD;
MPF-NY 2005, LLC; MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON
(Bidders)
DEPOSITARY UNITS CERTIFICATES
(Title of Class of Securities)
None or unknown
(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
$1,298,375 $152.82
* For purposes of calculating the filing fee only. Assumes the purchase
of 305,500 of the Depositary Units Certificates ("Units") at a purchase
price equal to $4.25 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
MPF DEWAAY PREMIER FUND, LLC; MP VALUE FUND 7, LLC; MPF SPECIAL FUND 8, LLC;
MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MORAGA GOLD, LLC, STEVEN GOLD; and
MPF-NY 2005, LLC (collectively the "Purchasers") to purchase up to 305,500 of
the Depositary Units Certificates ("Units") in U.S. REALTY PARTNERS LIMITED
PARTNERSHIP (the "Partnership"), the subject company, at a purchase price equal
to $4.25 per Unit, less the amount of any distributions declared or made with
respect to the Units between March 22, 2005 (the "Offer Date") and May 6, 2005
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 22, 2005 (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.
As of March, 2005, 1,222,000 Units were issued and outstanding, of
which AIMCO Properties, L.P., a general partner of the Partnership, and its
affiliates own 828,227, or approximately 67.78%, of the outstanding Units,
according to a Preliminary Information Statement on Schedule 14C filed by the
Partnership in March 2005. One of the Purchasers, Steven Gold, owns a total of
13,000 Units, or approximately 1% of the outstanding Units. The Purchasers and
their affiliates currently beneficially own no other Units. The 305,500 Units
subject to the Offer constitute approximately 25% of the outstanding Units.
Consummation of the Offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $1,298,375 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 55
Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone
number is (864) 239-1000.
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) Offer to Purchase dated March 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 22, 2005
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
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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 22, 2005
MPF DEWAAY PREMIER FUND, LLC
MP VALUE FUND 7, LLC
MPF SPECIAL FUND 8, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC
By: /s/ Christine Simpson
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Christine Simpson, Vice President of Manager of each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
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STEVEN GOLD
/s/ Steven Gold
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated March 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 22, 2005
(a)(4) Form of advertisement in Investor's Business Daily