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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INLAND LAND APPRECIATION FUND, L.P.
(Name of Subject Company)
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 10, LLC; STEVEN GOLD; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF
BLUERIDGE FUND I, LLC; MPF BLUERIDGE FUND II, LLC; MPF DEWAAY FUND 3, LLC; MPF
DEWAAY PREMIER FUND, LLC; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF
SPECIAL FUND 8, LLC; SUTTER OPPORTUNITY FUND 3, LLC;
AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(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, LP MacKenzie Patterson Fuller, LP
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
$3,671,400 $392.84
* For purposes of calculating the filing fee only. Assumes the purchase
of 5,064 Units at a purchase price equal to $725 per Unit 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
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 10, LLC; STEVEN GOLD; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF BLUERIDGE
FUND I, LLC; MPF BLUERIDGE FUND II, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND, LLC; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF SPECIAL
FUND 8, LLC; SUTTER OPPORTUNITY FUND 3, LLC; AND MACKENZIE PATTERSON FULLER, LP
(collectively the "Purchasers") to purchase up to 5,064 Units of limited
partnership interest (the "Units") in Inland Land Appreciation Fund, L.P. (the
"Partnership"), the subject company, at a purchase price equal to $725 per Unit,
less the amount of any distributions declared or made with respect to the Units
between February 24, 2006 (the "Offer Date") and April 7, 2006 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 February
24, 2006 (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 distributions
made or declared prior to the Expiration Date. Any distributions 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 Unit holders to the
Purchasers.
In the event of a price reduction resulting from a Partnership
distribution 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 Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.
The Partnership had 2,998 holders of record owning an aggregate of
29,592 Units 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 829.8757 Units, or 2.8044% of the
outstanding Units. The 5,064 Units subject to the Offer constitute 17.11% of the
outstanding Units. Consummation of the Offer, if all Units sought are tendered,
would require payment by the Purchasers of up to $3,671,400 in aggregate
Purchase Price, which the Purchasers intend to fund out of their current working
capital.
The address of the Partnership's principal executive offices is 2901
Butterfield Road, Oak Brook, IL 60523, and its phone number is (630) 218-8000.
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 February 24, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 24, 2006
(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.
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: February 24, 2006
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 10, LLC; STEVEN GOLD; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF BLUERIDGE
FUND I, LLC; MPF BLUERIDGE FUND II, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND, LLC; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF SPECIAL
FUND 8, LLC; SUTTER OPPORTUNITY FUND 3, LLC; AND MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
STEVEN GOLD
/s/ Steven Gold
2
EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated February 24, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 24, 2006
(a)(4) Form of advertisement in Investor's Business Daily