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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NATIONAL PROPERTY INVESTORS 4
(Name of Subject Company)
MP FALCON FUND, MP VALUE FUND 6, LLC, MPF ACQUISITION CO. 3, LLC, STEVEN GOLD,
MORAGA GOLD, LLC, MPF NY 2005, LLC, MPF SPECIAL FUND 8, LLC, AHY
INSTITUTIONAL INVESTORS, AHY INSTITUTIONAL FUND, MACKENZIE PATTERSON SPECIAL
FUND 7, LLC, MPF DEWAAY FUND 3, LLC, MP
VALUE FUND 8, LLC, MACKENZIE PATTERSON FULLER, INC., and C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
(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
$2,520,000 $296.60
* For purposes of calculating the filing fee only. Assumes the purchase
of 12,000 Units at a purchase price equal to $210.00 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
MP FALCON FUND, MP VALUE FUND 6, LLC, MPF ACQUISITION CO. 3, LLC, STEVEN GOLD,
MORAGA GOLD, LLC, MPF NY 2005, LLC, MPF SPECIAL FUND 8, LLC, AHY INSTITUTIONAL
INVESTORS, AHY INSTITUTIONAL FUND, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF
DEWAAY FUND 3, LLC, MP VALUE FUND 8, LLC, and MACKENZIE PATTERSON FULLER, INC.
(collectively the "Purchasers") to purchase up to 12,000 Units of limited
partnership interest (the "Units") in National Property Investors 4, a
California limited partnership (the "Partnership"), the subject company, at a
purchase price equal to $210.00 per Unit, less the amount of any distributions
declared or made with respect to the Units between March 23, 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 23, 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. C.E. Patterson is named as a "bidder"
herein because he is deemed to control the Purchasers, but is not 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 961 holders of record owning an aggregate of 60,005
Units as of December 31, 2004, according to its annual report on Form 10-KSB for
the year ending December 31, 2004. Currently, the Purchasers and their
affiliates do not beneficially own any Units. The 12,000 Units subject to the
Offer constitute approximately 20% of the outstanding Units. Consummation of the
Offer, if all Units sought are tendered, would require payment by the Purchasers
of up to $2,520,000 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, 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 23, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 23, 2005
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) 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: March 23, 2005
MP FALCON FUND
MP VALUE FUND 6, LLC
MPF ACQUISITION CO. 3, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC
MPF SPECIAL FUND 8, LLC
AHY INSTITUTIONAL INVESTORS
AHY INSTITUTIONAL FUND
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MPF DEWAAY FUND 3, LLC
MP VALUE FUND 8, LLC
By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above
Filing Persons
By: /s/ Christine Simpson
Christine Simpson, Vice President
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Christine Simpson
Christine Simpson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
STEVEN GOLD
/s/ Steven Gold
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated March 23, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 23, 2005
(a)(4) Form of advertisement in Investor's Business Daily