SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
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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G REIT, INC.
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY FUND 3,
LLC; MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE RIDGE
FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 4, LLC; MPF
INCOME FUND 22, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MPF FLAGSHIP
FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF
DEWAAY PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC; MORAGA GOLD, LLC;
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
$15,400,000.00 $1,812.58
Increase from
original filing: $ 8,400,000.00 $ 988.68
* For purposes of calculating the filing fee only. Assumes the purchase of
2,200,000 Shares at a purchase price equal to $7 per Share 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: $823.90
Form or Registration Number: Schedule TO
Filing Party: Above named Bidders
Date Filed: November 1, 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: [ ]
TENDER OFFER
The Schedule TO filed by SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21,
LLC; MPF DEWAAY FUND 3, LLC; MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2,
LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF
DEWAAY FUND 4, LLC; MPF INCOME FUND 22, LLC; MACKENZIE PATTERSON SPECIAL FUND 5,
LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; MPF DEWAAY PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC;
MORAGA GOLD, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the
"Purchasers") on November 1, 2005, is hereby amended as set forth below. Except
as amended hereby, all of the terms of the Offer and all disclosure set forth in
the Schedule previously filed remain unchanged.
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
the Purchasers to purchase shares of common stock (the "Shares") in G REIT, Inc.
(the "Corporation"), the subject company, at a purchase price equal to $7 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 6, 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 were attached as Exhibits (a)(1) and (a)(2),
respectively, to the initial Schedule TO. 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.
By this amendment, the Purchasers are increasing the number of Shares subject to
the Offer from 1,000,000 to 2,200,000. The Corporation had 13,973 holders of
record owning an aggregate of 43,869,000 Shares as of March 31, 2005, 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 no Shares. The
2,200,000 Shares subject to the Offer as it is hereby amended constitute 5% of
the outstanding Shares. Consummation of the Offer, if all Shares sought are
tendered, would require payment by the Purchasers of up to $15,400,000.00 in
aggregate purchase price, which the Purchasers intend to fund out of their
current working capital.
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)(5) Addendum dated November 7, 2005 to Offer to Purchase dated
November 1, 2005
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 7, 2005
SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY FUND 3, LLC;
MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE RIDGE FUND I,
LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 4, LLC; MPF INCOME
FUND 22, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MPF FLAGSHIP FUND 10,
LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF DEWAAY
PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC; MORAGA GOLD, LLC; MACKENZIE
PATTERSON FULLER, INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President of Manager or General Partner of
each filing person
EXHIBIT INDEX
Exhibit Description
(a)(5) Addendum dated November 7, 2005 to Offer to Purchase dated
November 1, 2005