SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
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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INLAND CAPITAL FUND, L.P.
(Name of Subject Company)
MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC;
MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY
PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; MPF-NY 2005, LLC;
MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(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
$2,560,000.00 $301.31
* For purposes of calculating the filing fee only. Assumes the purchase
of 8,000 Units at a purchase price equal to $320 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: $301.31
Form or Registration Number: SC TO-T
Filing Party: Mackenzie Patterson Fuller, Inc.
Date Filed: 2/23/2005
[ ] 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 February 23, 2005 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
MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND
6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC; MPF
SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER
FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL
FUND I, LTD., L.P.; and MPF-NY 2005, LLC (collectively the "Purchasers") to
purchase up to 8,000 Units of limited partnership interest (the "Units") in
INLAND CAPITAL FUND, L.P. (the "Partnership"), the subject company, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 23, 2005, as amended February 23, 2005, March 3, 2005, and hereby (the
"Offer to Purchase") and the related Amended Letter of Transmittal, a copy of
which is attached hereto as Exhibit (a)(2). The Offer to Purchase and all
related documents are hereby amended to extend the Expiration Date to April 30,
2005 and to change the Purchase Price in the Offer from $320.00 per Unit to
$159.00 per Unit (increased by a net $55 per Unit, after deducting the $216 per
Unit distribution paid by the Partnership on March 9, 2005), less the amount of
any additional distributions declared or made with respect to the Units between
March 9, 2004 and April 30, 2004 or such other date to which this Offer may be
extended (the "Expiration Date"). All references to Purchase Price shall mean
$159.00 per Unit. As noted above, the Offer price would be subject to reduction
for additional 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 an additional
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 2,583 holders of record owning an aggregate of
32,337 Units as of March 22, 2004 and September 30, 2004, respectively,
according to its annual report on Form 10-K for the year ending December 31,
2003 and the quarterly report on Form 10-Q for the quarter ending September 30,
2004, respectively. The Purchasers and their affiliates currently beneficially
own no Units, or 0% of the outstanding Units. The 8,000 Units subject to the
Offer constitute 24.74% of the outstanding Units. Consummation of the Offer, if
all Units sought are tendered, would require payment by the Purchasers of up to
$2,560,000 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 2901
Butterfield Road, Oak Brook, Illinois 60523, and its phone number is
630-218-8000.
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 February 23, 2005*
(a)(2) Amended Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 23, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Form of Letter to Unit Holders dated March 24, 2005
(a)(6) Press Release
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on February 23, 2005.
Item 13. Information Required by Schedule 13E-3.
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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 24, 2005
MPF INCOME FUND 21, LLC
MP VALUE FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6A, LLC
MP VALUE FUND 6, LLC
MPF SPECIAL FUND 8, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MPF DEWAAY PREMIER FUND, LLC
MPF DEWAAY FUND 2, LLC
MPF DEWAAY FUND 3, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.
MPF-NY 2005, LLC
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager of each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated February 23, 2005*
(a)(2) Amended Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 23, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Form of Letter to Unit Holders dated March 24, 2005
(a)(6) Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on February 23, 2005.