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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PALMETTO REAL ESTATE TRUST
(Name of Subject Company)
MPF NY-2005, LLC, MPF FLAGSHIP FUND 10, LLC, MPF INCOME FUND 23, LLC, MPF
DEWAAY FUND 3, LLC MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF BENEFICIAL 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
$605,364 $64.77
* For purposes of calculating the filing fee only. Assumes the purchase
of 172,961 Shares at a purchase price equal to $3.50 per Share 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, MPF Income Fund 23, LLC, MPF DeWaay
Fund 3, LLC (collectively the "Purchasers") to purchase up to 172,961 shares of
beneficial interest (the "Shares") in Palmetto Real Estate Trust (the "Trust"),
the subject company, at a purchase price equal to $3.50 per Share, less the
amount of any dividends declared or made with respect to the Shares between
April 7, 2006 (the "Offer Date") and May 22, 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 April 7, 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 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. MacKenzie
Patterson Fuller, LP is named as a bidder herein because it is deemed to control
the Purchasers, but is otherwise not participating in the offer described in
this schedule.
In the event of a price reduction resulting from a Trust dividend
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 Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Trust had 1,030 holders of record owning an aggregate of 1,770,006
Shares 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 500 Shares, or 0.03% of the outstanding Shares. The
172,961 Shares subject to the Offer constitute 9.77% of the outstanding Shares.
Consummation of the Offer, if all Shares sought are tendered, would require
payment by the Purchasers of up to $605,364 in aggregate purchase price, which
the Purchasers intend to fund out of their current working capital.
The address of the Trust's principal executive offices is 45 Liberty
Lane, Greenville, South Carolina, 29607, and its phone number is (864) 233-6007.
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.
(a)(1) Offer to Purchase dated April 7, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated April 7, 2006
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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: April 7, 2006
MPF NY-2005, LLC, MPF Flagship Fund 10, LLC, MPF Income Fund 23, LLC, MPF DeWaay
Fund 3, LLC
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated April 7, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated April 7, 2006
(a)(4) Form of advertisement in Investor's Business Daily