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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MERIDIAN HEALTHCARE GROWTH & INCOME FUND, L.P.
(Name of Subject Company)
MP INCOME FUND 12, LLC; MP INCOME FUND 16, LLC; MP INCOME FUND 17, LLC;
MP INCOME FUND 18, LLC; MP INCOME FUND 19, LLC; MP INCOME FUND 20, LLC; MPF
INCOME FUND 21, LLC; MPF INCOME FUND 22, LLC; MP VALUE FUND 5, LLC; MP VALUE
FUND 6, LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 9,
LLC; MPF FLAGSHIP FUND 10, LLC; MACKENZIE PATTERSON SPECIAL FUND 4, LLC;
MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON
SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP FALCON FUND, LLC; MP FALCON
GROWTH FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MACKENZIE SPECIFIED INCOME
FUND; ACCELERATED HIGH YIELD INCOME FUND I, LTD., L.P.; ACCELERATED HIGH YIELD
INCOME FUND II, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS,
LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; MPF DEWAAY
FUND 2, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY PREMIER
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; REAL ESTATE SECURITIES FUND 83;
MPF-NY 2005, LLC; MORAGA GOLD, LLC; MPF ACQUISITION CO 3, LLC; MACKENZIE
PATTERSON FULLER, INC.; AND EVEREST INVESTORS 12, LLC
(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
$32,317,553.00 $3,803.78
* For purposes of calculating the filing fee only. Assumes the purchase
of 1,405,111 Units at a purchase price equal to $23 per Unit in cash
(Purchasers will not purchase Units already owned).
[ ] 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 INCOME FUND 12, LLC; MP INCOME FUND 16, LLC; MP INCOME FUND 17, LLC; MP
INCOME FUND 18, LLC; MP INCOME FUND 19, LLC; MP INCOME FUND 20, LLC; MPF INCOME
FUND 21, LLC; MPF INCOME FUND 22, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 6,
LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 9, LLC; MPF
FLAGSHIP FUND 10, LLC; MACKENZIE PATTERSON SPECIAL FUND 4, LLC; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7,
LLC; MPF SPECIAL FUND 8, LLC; MP FALCON FUND, LLC; MP FALCON GROWTH FUND, LLC;
MP FALCON GROWTH FUND 2, LLC; MACKENZIE SPECIFIED INCOME FUND; ACCELERATED HIGH
YIELD INCOME FUND I, LTD., L.P.; ACCELERATED HIGH YIELD INCOME FUND II, LTD.,
L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; MPF DEWAAY FUND 2, LLC; MPF DEWAAY
FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; REAL ESTATE SECURITIES FUND 83; MPF-NY 2005, LLC; MORAGA
GOLD, LLC; MPF ACQUISITION CO 3, LLC; MACKENZIE PATTERSON FULLER, INC.; AND
EVEREST INVESTORS 12, LLC (collectively the "Purchasers") to purchase up to
1,540,000 Units of limited partnership interest (the "Units") in Meridian
Healthcare Growth & Income Fund, L.P. (the "Partnership"), the subject company,
at a purchase price equal to $23 per Unit, less the amount of any distributions
declared or made with respect to the Units between July 22, 2005 (the "Offer
Date") and August 19, 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 22, 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.
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 1,614 holders of record owning an aggregate of
1,540,000 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 134,889 Units, or 8.76% of the outstanding
Units. The 1,540,000 Units subject to the Offer constitute 100% of the
outstanding Units. Consummation of the Offer, if all Units sought are tendered,
would require payment by the Purchasers of up to $32,317,553.00 in aggregate
purchase price (exclusive of Units already owned), which the Purchasers intend
to fund out of their current working capital; provided that Everest Investors
12, LLC expects to obtain its funds by means of equity capital contributions
from its members at the time the Units tendered pursuant to the Offer are
accepted for payment. Such members will fund their capital contributions through
existing cash and other financial assets which in the aggregate are sufficient
to provide the funds required in connection with the Offer without any
borrowings. Such members have irrevocably agreed and are obligated to make such
capital contributions available to the Purchaser on demand.
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) Offer to Purchase dated July 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 22, 2005
(b)- (h) Not applicable.
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: July 22, 2005
MP INCOME FUND 12, LLC; MP INCOME FUND 16, LLC; MP INCOME FUND 17, LLC; MP
INCOME FUND 18, LLC; MP INCOME FUND 19, LLC; MP INCOME FUND 20, LLC; MPF INCOME
FUND 21, LLC; MPF INCOME FUND 22, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 6,
LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 9, LLC; MPF
FLAGSHIP FUND 10, LLC; MACKENZIE PATTERSON SPECIAL FUND 4, LLC; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7,
LLC; MPF SPECIAL FUND 8, LLC; MP FALCON FUND, LLC; MP FALCON GROWTH FUND, LLC;
MP FALCON GROWTH FUND 2, LLC; MACKENZIE SPECIFIED INCOME FUND; ACCELERATED HIGH
YIELD INCOME FUND I, LTD., L.P.; ACCELERATED HIGH YIELD INCOME FUND II, LTD.,
L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; MPF DEWAAY FUND 2, LLC; MPF DEWAAY
FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; REAL ESTATE SECURITIES FUND 83; MPF-NY 2005, LLC; MORAGA
GOLD, LLC; MPF ACQUISITION CO 3, LLC; MACKENZIE PATTERSON FULLER, INC.; AND
EVEREST INVESTORS 12, LLC
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or
General Partner of each filing person
EVEREST INVESTORS 12, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated July 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 22, 2005