SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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
___________________
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 2, 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)
_______________________
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 $1,812.58
* 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: $1,812.58
Form or Registration Number: SC TO-T/A
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: November 7, 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, as amended November 7, 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
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 2, 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") to purchase up to
1,000,000 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 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
The Purchasers are extending the expiration date to December 30, 2005 and
notifying shareholders of the reduction of the purchase price to be paid under
the terms of the Offer. The Corporation has made dividends of $0.125 per share
since November 1, 2005, so pursuant to the terms of the Offer, the Offer Price
is now approximately $6.88 per Share ($6.875). As of the date hereof, a total of
19 Shareholders have tendered Shares of the Corporation and not withdrawn. Nine
of these shareholders have indicated that they owned 23,332 Shares of the
Corporation. The remaining 10 shareholders have indicated that they wish to sell
all of their Shares, but we do not know how many Shares they own until transfer.
No other Units have been tendered to date. We also note that the determination
as to whether the automatic withdrawal rights will be exercised will be made
just prior to Expiration of the Offer.
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) Addendum dated November 7, 2005 to Offer to Purchase dated November 1,
2005**
(a)(6) 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 November 1, 2005.
** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on November 7, 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: December 9, 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 2, 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/ 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) Addendum dated November 7, 2005 to Offer to Purchase dated November 1,
2005**
(a)(6) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on November 1, 2005.
** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on November 7, 2005.