May 19, 2005
Julia Griffith
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: National Property Investors 6, Schedule TO-T filed May 2, 2005 by
MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers
SEC File No. 005-47883
Dear Ms. Griffith:
Thank you for your letter dated May 4, 2005 regarding our recent Schedule TO-T.
I will respond to the questions you asked in your letter in the order in which
you posed them.
1. We will file the allocation among the Purchasers with the final
amendment, but we cannot extend the Offer, because then the allocation
could change. We still maintain this is not material to tendering Unit
holders. We have provided them with sufficient information to be
certain that their Units will be purchased if tendered. We have also
included a discussion of the budgeted allocation in the amended TO.
2. The Purchasers do have sufficient capital to fund all outstanding
offers. We have attached a table showing this analysis to this letter.
3. The "total net assets at their disposal" figure includes only cash and
marketable securities, although the entire portfolio could be sold to
pay for the Units if need be. Even though the limited partnership Units
held are illiquid, they can be sold in private transactions, especially
when in larger portions. Please note that when we say that the
Purchasers have $26 million in total assets, that figure does not refer
to the "value" of those securities but to the cost basis. Thus, if we
had to liquidate the illiquid assets, it would be at a discount.
However, they were purchased at a discount as well, so the "cost" to
liquidate would not be as significant. Nonetheless, we have budgeted
the allocations based upon securities that we can sell in the markets
and cash.
4. We still believe that discussion of the "publicly traded partnership"
issue is immaterial. Nonetheless, we will include the following
discussion in the amended TO:
Certain partnerships are classified as "publicly traded
partnerships" and, subject to certain exceptions, are taxed as
corporations for federal income tax purposes. A partnership is
a publicly traded partnership if the partnership interests are
traded on an established securities market or readily tradable
on a secondary market (or the substantial equivalent of a
secondary market). The Units are not traded on an established
securities market. In the unlikely event that the Partnership
becomes a "publicly traded partnership" and is not excepted
from federal income tax, there would be several adverse tax
consequences to the Unit holders. For instance, the
Partnership would be regarded as having transferred all of its
assets (subject to all of its liabilities) to a newly-formed
corporation in exchange for stock which would be deemed
distributed to the Unit holders in liquidation of their
interests in the Partnership. In addition, if the Partnership
May 19, 2005
Page 2 of 2
is deemed to be a "publicly traded partnership," then special
rules under Code Section 469 govern the treatment of losses
and income of the Fund.
5. We hereby acknowledge on behalf of all filing persons (and we have the
authority to do so) that we are responsible for the adequacy and
accuracy of the disclosure in the filings and that staff comments or
changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing and that we may not assert staff
comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.
Please let me know if you have any questions or further comments.
Very Truly Yours,
Chip Patterson
Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046
(Fax) chip@mpfi.com
Meridian
Century Healthcare National National Inland Consolidated
Properties Growth and Property Property US Realty Capital Resources
Issuer Fund XIX Income Investors 4 Investors 6 Partners Fund Health Care II
- ------------------------------------------------------------------------------------------------------------------------
Price per
Unit $300.00 $20.00 $210.00 $ 55.00 $ 4.25 $ 159.00 $ 150.00
Units 16,667 308,000 12,000 30,000 305,500 8,000 15,000
- ------------------------------------------------------------------------------------------------------------------------
MPIF 20 $300,000
MPIF 21 $150,000
MPIF 22 $350,000 $200,000
MPVF 6 $200,000 $125,000
MPVF 7 $250,000 $150,000 $200,000 $200,000
MPVF 8 $80,000 $25,000
MPF
Flagship 9 $300,000 $250,000
MPSF 5 $300,000
MPSF 6 $200,000 $200,000 $150,000
MPSF 6-A $200,000 $130,000
MPSF 7 $250,000 $220,000 $250,000 $150,000 $100,000
MPFSF 8 $200,000 $150,000 $150,000 $100,000 $150,000 $125,000
MP Falcon
Fund $230,000 $200,000 $50,000
MP Falcon
Growth 2 $200,000 $100,000
MPFDP $350,000 $150,000 $60,000 $60,000
MPFDP2 $300,000 $300,000
MPFD 2 $350,000 $60,000 $250,000
MPFD 3 $250,000 $60,000
AHY Inst'l
Inv $230,000 $200,000 $220,000 $200,000
AHY Inst'l
Fund $100,000 $150,000 $50,000 $ -
MPF
Acquisition
Co. 3 $265,000 $200,000 $35,000
Moraga
Gold, LLC $1,000,000 $1,000,000 $450,000 $200,000 $300,000 $300,000
Steven Gold $200,000 $200,000 $150,000 $100,000
MAC 7 $200,000
MPF-NY 2005 $1,000,000 $1,000,000 $500,000 $150,000 $298,375 $87,000 $300,000
MPF $690,100 $645,000 $955,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Offer $5,000,100 $6,160,000 $2,520,000 $1,650,000 $1,298,375 $1,272,000 $2,250,000
Total
Commitments $5,000,100 $6,160,000 $2,520,000 $1,650,000 $1,298,375 $1,272,000 $2,250,000
(table continued)
Net Cash
Assets
(including Remaining
Total Marketable Available for
Issuer Commitments Securities) Commitments
- ------------------------------------------------------------------
Price per Unit $ 4.25 $ 159.00 $ 150.00
Units 305,500 8,000 15,000
- ------------------------------------------------------------------
MPIF 20 $ 300,000 $1,133,766 $ 833,766
MPIF 21 $ 150,000 $ 2,031,000 $1,881,000
MPIF 22 $ 550,000 $ 1,589,000 $1,039,000
MPVF 6 $ 325,000 $ 715,000 $ 390,000
MPVF 7 $ 800,000 $ 1,195,000 $ 395,000
MPVF 8 $ 105,000 $ 507,000 $ 402,000
MPF Flagship 9 $ 550,000 $ 2,325,000 $1,775,000
MPSF 5 $ 300,000 $ 1,100,000 $ 800,000
MPSF 6 $ 550,000 $ 2,500,000 $1,950,000
MPSF 6-A $ 330,000 $ 770,000 $ 440,000
MPSF 7 $ 970,000 $ 1,639,780 $ 669,780
MPFSF 8 $ 875,000 $ 985,000 $ 110,000
MP Falcon Fund $ 480,000 $ 692,000 $ 212,000
MP Falcon
Growth 2 $ 300,000 $ 472,500 $ 172,500
MPFDP $ 620,000 $ 2,180,000 $1,560,000
MPFDP2 $ 600,000 $ 700,000 $ 100,000
MPFD 2 $ 660,000 $ 1,860,000 $1,200,000
MPFD 3 $ 310,000 $ 2,500,000 $2,190,000
AHY Inst'l Inv $ 850,000 $ 870,000 $ 20,000
AHY Inst'l
Fund $ 300,000 $ 312,000 $ 12,000
MPF Acquisition
Co. 3 $ 500,000 $ 500,000 $ -
Moraga
Gold, LLC $ 3,250,000 $ 4,850,000 $1,600,000
Steven Gold $ 650,000 $ 950,000 $ 300,000
MAC 7 $ 200,000 $ 950,001 $ 750,001
MPF-NY 2005 $ 3,335,375 $ 5,000,000 $1,664,625
MPF $ 2,290,100 $ 2,500,000 $ 209,900
-------------------------------------------------------------------
Total Offer $20,150,475 $ 40,827,047 $20,676,572
Total
Commitments $20,150,475
IF--Income Fund
SF--Special Fund
VF--Value Fund
MPFDP--MPF DeWaay Premier Fund
MPFD--MPF DeWaay Fund
AHY--Accelerated High Yield
MAC 7--MacKenzie Specified Income Fund