SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
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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UNITED INVESTORS INCOME PROPERTIES, L.P.
(Name of Subject Company)
MPF DEWAAY FUND 2, LLC, MPF FLAGSHIP FUND 10, 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 INCOME
FUND 21, LLC, MPF DEWAAY PREMIER FUND 2, LLC, MPF FLAGSHIP FUND 9, LLC,
MPF-NY 2005, LLC; STEVEN GOLD; 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
$2,350,920.00 $276.70
* For purposes of calculating the filing fee only. Assumes the purchase
of 21,372 Units at a purchase price equal to $110 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: $276.70
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: June 2, 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 June 2, 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 Fund 2, LLC, MPF Flagship Fund 10, 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 Income Fund
21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005,
LLC, and Steven Gold (collectively the "Purchasers") to purchase up to 21,372
Units of limited partnership interest (the "Units") in United Investors Income
Properties, L.P. (the "Partnership"), the subject company. The Purchasers are
increasing the purchase price to $132 per Unit, less the amount of any
distributions declared or made with respect to the Units between June 2, 2005
(the "Offer Date") and July 29, 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 June 2, 2005 (the "Offer to
Purchase") and the related Letter of Transmittal.
The Purchasers are amending the financial statements previously provided by
adding the following footnote: "Assets are carried on the balance sheet at their
cost basis, management's reasonable estimate of their `fair value.""
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 25, 2005
MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, 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 Income Fund
21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, and MPF-NY
2005, 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
STEVEN GOLD
/s/ Steven Gold
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C.E. PATTERSON
/s/ C.E. Patterson
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