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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ANGELES PARTNERS XII
(Name of Subject Company)
MPF INCOME FUND 22, LLC; MPF-NY 2005, LLC; MORAGA GOLD, LLC; SUTTER
OPPORTUNITY FUND 3, LLC; MPF DEWAAY FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND
6-A, LLC; MPF ACQUISITION CO. 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY
FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MP VALUE FUND 8, LLC; MPF SPECIAL FUND 7, LLC; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP INCOME FUND 20, LLC; AND MP VALUE FUND 6,
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
$4,163,920.00 $490.09
* For purposes of calculating the filing fee only. Assumes the purchase
of 6,716 Units at a purchase price equal to $620 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 Income Fund 22, LLC; MPF-NY 2005, LLC; Moraga Gold, LLC; Sutter Opportunity
Fund 3, LLC; MPF DeWaay Fund 2, LLC; MPF Flagship Fund 10, LLC; Mackenzie
Patterson Special Fund 6, LLC; Mackenzie Patterson Special Fund 6-A, LLC; MPF
Acquisition Co. 3, LLC; MPF Income Fund 21, LLC; MPF DeWaay Fund 3, LLC; MPF
DeWaay Fund 4, LLC; MPF Flagship Fund 9, LLC; MPF DeWaay Premier Fund 2, LLC; MP
Value Fund 8, LLC; MPF Special Fund 7, LLC; MacKenzie Patterson Special Fund 5,
LLC; MP Income Fund 20, LLC; and MP Value Fund 6, LLC (collectively the
"Purchasers") to purchase up to 6,716 Units of limited partnership interest (the
"Units") in Angeles Partners XII (the "Partnership"), the subject company, at a
purchase price equal to $620 per Unit, less the amount of any distributions
declared or made with respect to the Units between July 1, 2005 (the "Offer
Date") and August 1, 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 July 1, 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 is otherwise not 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 1,155 holders of record owning an aggregate of
44,773 Units as of December 31, 2004, according to its Annual Report on Form
10-K for the fiscal year ending December 31, 2004. The Purchasers and their
affiliates currently beneficially own 0 Units, or 0% of the outstanding Units.
The 6,716 Units subject to the Offer constitute 15% of the outstanding Units.
Consummation of the Offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $4,163,920.00 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, PO 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 July 1, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 1, 2005
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
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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: July 1, 2005
MPF Income Fund 22, LLC; MPF-NY 2005, LLC; Moraga Gold, LLC; Sutter Opportunity
Fund 3, LLC; MPF DeWaay Fund 2, LLC; MPF Flagship Fund 10, LLC; Mackenzie
Patterson Special Fund 6, LLC; Mackenzie Patterson Special Fund 6-A, LLC; MPF
Acquisition Co. 3, LLC; MPF Income Fund 21, LLC; MPF DeWaay Fund 3, LLC; MPF
DeWaay Fund 4, LLC; MPF Flagship Fund 9, LLC; MPF DeWaay Premier Fund 2, LLC; MP
Value Fund 8, LLC; MPF Special Fund 7, LLC; MacKenzie Patterson Special Fund 5,
LLC; MP Income Fund 20, LLC; and MP Value Fund 6, LLC
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or General Partner of
each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated July 1, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 1, 2005
(a)(4) Form of advertisement in Investor's Business Daily