SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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
___________________
US REALTY PARTNERS LIMITED PARTNERSHIP
(Name of Subject Company)
MPF-NY 2005, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 10, LLC;
MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
STEVEN GOLD;AND MACKENZIE PATTERSON FULLER, INC.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
_______________________
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
$1,237,500.00 $145.65
* For purposes of calculating the filing fee only. Assumes the purchase
of 275,000 Units at a purchase price equal to $4.50 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: $145.65
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: October 17, 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 October 17, 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-NY 2005, LLC; MPF DeWaay Premier Fund, LLC; MPF Flagship Fund 10, LLC; MPF
DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC; AND STEVEN
GOLD (collectively the "Purchasers") to purchase up to 275,000 Units of limited
partnership interest (the "Units") in US Realty Partners Limited Partnership
(the "Partnership"), the subject company, at a purchase price equal to $4.50 per
Unit, less the amount of any distributions declared or made with respect to the
Units between October 17, 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
October 17, 2005 (the "Offer to Purchase") and the related Letter of
Transmittal.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated October 17, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated October 17, 2005*
(a)(4) Form of Letter to Unit holders dated November 16, 2005
(a)(5) Form of Press Release
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on October 17, 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 16, 2005
MPF-NY 2005, LLC; MPF DeWaay Premier Fund, LLC; MPF Flagship Fund 10, LLC; MPF
DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC
By: /s/ Chip Patterson
---------------------------------
Chip Patterson, Senior Vice President of
Manager or General Partner of each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
---------------------------------
Chip Patterson, Senior Vice President
STEVEN GOLD
/s/ Steven Gold
- -----------------------------
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated October 17, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated October 17, 2005*
(a)(4) Form of Letter to Unit holders dated November 16, 2005
(a)(5) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on October 17, 2005.