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
-------------------
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)
-----------------------
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
$2,929,500.00 $344.80
* For purposes of calculating the filing fee only. Assumes the purchase
of 450,000 Shares at a purchase price equal to $6.51 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: $397.24
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
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: [ ]
The Schedule TO filed as of November 1, 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
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.
Item 12. Exhibits.
--------
(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*
(a)(5) Form of Press Release
(a)(6) Supplement to Offer to Purchase
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on November 1, 2005, as amended.
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 22, 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
--------------------------------------
Chip Patterson, Senior Vice President of
Manager or General Partner of each filing person
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*
(a)(5) Form of Press Release
(a)(6) Supplement to Offer to Purchase
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on November 1, 2005, as amended.