SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
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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MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
(Name of Subject Company)
MPF DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL
INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC;
MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL
FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC;
STEVEN GOLD; MPF-NY 2005, 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
Total: $6,160,000 $725.03
Increase from
original filing: $1,232,000 $145.00
* For purposes of calculating the filing fee only. Assumes the purchase
of 308,000 Units at a purchase price equal to $20.00 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: $580.03
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: March 7, 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 March 7, 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 DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF
SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.; MP
FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF INCOME FUND 22, LLC; MPF
DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION
CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY 2005, LLC; and MACKENZIE
PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase up to 308,000
Units of limited partnership interest (the "Units") in Meridian Healthcare
Growth and Income Fund Limited Partnership, a Delaware limited partnership (the
"Partnership"), the subject company, at a purchase price equal to $20.00 per
Unit, less the amount of any distributions declared or made with respect to the
Units between March 7, 2005 (the "Offer Date") and April 21, 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 7,
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. As of the date hereof, a total of 9,970
Units have been tendered by securities holders and not withdrawn. No other Units
have been tendered to date.
The Partnership had 1,714 holders of record owning an aggregate of
1,540,000 Units as of December 31, 2003, according to its annual report on Form
10-K for the year ending December 31, 2003. The Purchasers and their affiliates
currently beneficially own a total of 34,198 Units, or approximately 2.2% of the
outstanding Units. The 308,000 Units subject to the Offer constitute 20% of the
outstanding Units. Consummation of the Offer, if all Units sought are tendered,
would require payment by the Purchasers of up to $6,160,000 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 300
East Lombard Street, Suite 1200, Baltimore, Maryland 21202, and its phone number
is (410) 727-4083.
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 29, 2005
(a)(2) Amended Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 7, 2005*
(a)(4) Form of Letter to Unit holders dated April 1, 2005
(a)(5) Form of Press Release
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 7, 2005.
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 1, 2005
MPF DEWAAY PREMIER FUND, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.
ACCELERATED HIGH YIELD INSTUTIONAL INVESTORS, LTD., L.P.
MP FALCON FUND, LLC
MP FALCON GROWTH FUND 2, LLC
MPF INCOME FUND 22, LLC
MPF DEWAAY FUND 2, LLC
MACKENZIE PATTERSON SPECIAL FUND 5, LLC
MACKENZIE PATTERSON SPECIAL FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC
MPF ACQUISITION CO. 3, LLC
MORAGA GOLD, LLC
STEVEN GOLD
MPF-NY 2005, LLC
By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above
Filing Persons
By: /s/ Christine Simpson
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Christine Simpson, Vice President
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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EXHIBIT INDEX
Exhibit Description
(a)(1) Revised Offer to Purchase dated March 29, 2005
(a)(2) Amended Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 7, 2005*
(a)(4) Form of Letter to Unit holders dated April 1, 2005
(a)(5) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 7, 2005.