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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T-REIT, INC.
(Name of Subject Company)
Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3,
LLC; MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge
Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF
Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay
Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon
Fund, LLC; MPF Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and
MacKenzie Patterson Fuller, Inc.
(Bidders)
SHARES OF COMMON STOCK
(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
$3,375,000.00 $397.24
* For purposes of calculating the filing fee only. Assumes the purchase
of 450,000 Shares at a purchase price equal to $7.50 per Share 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
Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC;
MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II,
LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co.
3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2,
LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF
Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller,
Inc. (collectively the "Purchasers") to purchase up to 450,000 shares of common
stock (the "Shares") in T-REIT, Inc. (the "Corporation"), the subject company,
at a purchase price equal to $7.50 per Share, less the amount of any dividends
declared or made with respect to the Shares between November 1, 2005 (the "Offer
Date") and December 12, 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 November 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 dividends made or declared prior to the
Expiration Date. Any dividends 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 Shareholders to the Purchasers.
In the event of a price reduction resulting from a Corporation dividend
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 Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Corporation had 2,043 holders of record owning an aggregate of
4,605,000 Shares 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 Shares, or 0.0% of the outstanding
Shares. The 450,000 Shares subject to the Offer constitute 9.77% of the
outstanding Shares. Consummation of the Offer, if all Shares sought are
tendered, would require payment by the Purchasers of up to $3,375,000.00 in
aggregate purchase price, which the Purchasers intend to fund out of their
current working capital.
The address of the Corporation's principal executive offices is 1551 N.
Tustin Avenue, Suite 200, Santa Ana, CA 92705, and its phone number is (877)
888-7348.
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 November 1, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated November 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.
1
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: November 1, 2005
Moraga Gold, LLC; MPF-NY 2005, LLC; Steven Gold; Sutter Opportunity Fund 3, LLC;
MPF Flagship Fund 10, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II,
LLC; MPF DeWaay Premier Fund 3, LLC; MP Value Fund 5, LLC; MPF Acquisition Co.
3, LLC; MP Value Fund 7, LLC; MP Value Fund 6, LLC; MPF DeWaay Premier Fund 2,
LLC; MP Value Fund 8, LLC; MPF Flagship Fund 9, LLC; MP Falcon Fund, LLC; MPF
Flagship Fund 11, LLC; MPF Income Fund 16, LLC; and MacKenzie Patterson Fuller,
Inc.
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of
Manager or General Partner of each filing person
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated November 1, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated November 1, 2005
(a)(4) Form of advertisement in Investor's Business Daily