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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First Wilkow Venture, a Limited Partnership
(Name of Subject Company)
MPF-NY 2006, LLC; Steve Gold; MPF Senior Note Program I, LP; MPF Flagship Fund
10, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Blueridge Fund I, LLC; MPF
Blueridge Fund II, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie
Patterson Special Fund 6-A, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 23, LLC; MPF DeWaay
Premier Fund 2, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF
DeWaay Fund 4, LLC; Accelerated High Yield Institutional Investors, Ltd.;
Accelerated High Yield Institutional Fund, Ltd.; MPF Income Fund 21, LLC;
and MPF Income Fund 20, 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
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$6,134,960 $656.44
* For purposes of calculating the filing fee only. Assumes the purchase of
153,374 Units at a purchase price equal to $40 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 2006, LLC; Steve Gold; MPF Senior Note Program I, LP; MPF Flagship Fund
10, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Blueridge Fund I, LLC; MPF
Blueridge Fund II, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie
Patterson Special Fund 6-A, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 23, LLC; MPF DeWaay
Premier Fund 2, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF
DeWaay Fund 4, LLC; Accelerated High Yield Institutional Investors, Ltd.;
Accelerated High Yield Institutional Fund, Ltd.; MPF Income Fund 21, LLC; and
MPF Income Fund 20, LLC (collectively the "Purchasers") to purchase all Units of
limited partnership interest (the "Units") in First Wilkow Venture, a Limited
Partnership (the "Partnership"), the subject company, not already held by
purchasers and their affiliates at a purchase price equal to $40 per Unit, less
the amount of any distributions declared or made with respect to the Units
between May 30, 2006 (the "Offer Date") and July 11, 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 May 30, 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.
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 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 320 holders of record owning an aggregate of 153,374
Units as of December 31, 2005, according to its Annual Report on Form 10-K for
the fiscal year ending December 31, 2005. The Purchasers and their affiliates
currently beneficially own 0 Units, or 0.0% of the outstanding Units. The
153,374 Units subject to the Offer constitute 100% of the outstanding Units not
already owned by the Purchasers and their affiliates. Consummation of the offer,
if all Units sought are tendered, would require payment by the Purchasers of up
to $6,134,960 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 180 North
Michigan Avenue, Chicago, Illinois 60601, and its phone number is (312)
726-9622.
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 May 30, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 30, 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: May 30, 2006
MPF-NY 2006, LLC; MPF Senior Note Program I, LP; MPF Flagship Fund 10, LLC; MPF
DeWaay Premier Fund 3, LLC; MPF Blueridge Fund I, LLC; MPF Blueridge Fund II,
LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund
6-A, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special
Fund 7, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 2, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC;
Accelerated High Yield Institutional Investors, Ltd.; Accelerated High Yield
Institutional Fund, Ltd.; MPF Income Fund 21, LLC; and MPF Income Fund 20, 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
STEVEN GOLD
/s/ Steven Gold
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EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated May 30, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 30, 2006
(a)(4) Form of advertisement in Investor's Business Daily