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
___________________
ICON CASH FLOW PARTNERS L.P. SEVEN
(Name of Subject Company)
MPF-NY 2006, LLC, MORAGA GOLD, LLC, MPF DEWAAY FUND 3, LLC, MPF FLAGSHIP
FUND 11, LLC, MPF BLUE RIDGE FUND I, LLC, MPF BLUE RIDGE FUND II, LLC,
MPF SENIOR NOTE PROGRAM I, LP, MACKENZIE PATTERSON SPECIAL FUND 7, LLC,
MPF DEWAAY PREMIER FUND 3, LLC, MACKENZIE PATTERSON SPECIAL FUND 6, LLC,
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC, MPF INCOME FUND 22, LLC,
MPF INCOME FUND 23, LLC, MPF DEWAAY FUND 4, LLC, MPF DEWAAY PREMIER FUND 2, 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)
_______________________
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
$4,443,966 $475.50
* For purposes of calculating the filing fee only. Assumes the purchase
of 987,548 Units at a purchase price equal to $4.50 per Unit 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: $475.50
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: May 30, 2006
[ ] 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 May 1, 2006 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
MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay Fund 3, LLC, MPF Flagship Fund
11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior
Note Program I, LP, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier
Fund 3, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson
Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF
DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, LLC (collectively the
"Purchasers") to purchase all Units of limited partnership interest (the
"Units") in ICON Cash Flow Partners L.P. Seven (the "Partnership"), the subject
company, not already held by purchasers and their affiliates at a purchase price
equal to $4.50 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
The Purchasers are making the following additional disclosure: if we are unable
to transfer Units purchased in the Offer due to restrictions in the Partnership
Agreement, but we accept the Units for payment and pay for them upon
confirmation from the general partner that the Partnership will change the
address of record for distributions and reports, the transaction will be
complete from a legal and tax standpoint, in our opinion. Thus, you should
consider the tax implications of that situation prior to tendering (i.e., the
tax situation should be identical to a completed transfer--you would be deemed
legally to have sold your Units.) Further, the actual transfer of the Units on
the records of the Partnership may be delayed for an indefinite period of time.
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: June 06, 2006
MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay Fund 3, LLC, MPF Flagship Fund
11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior
Note Program I, LP, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier
Fund 3, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson
Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF
DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, 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