SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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;
MP VALUE FUND 7, 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
$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 and amended June 6, 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, and MP Value Fund 7, 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 amending the Offer to add MP Value Fund 7, LLC as a Purchaser
and by making the following additional disclosures. In March 2006, MP Value Fund
7, LLC entered into a contract to purchase 500 Units of the Partnership at $7.65
per Unit in order to become a partner in the Partnership. Those Units have not
transferred as of the date of the Offer or this amendment, so the Offer did not
disclose that the Purchasers owned any Units in the Partnership. However, the
Purchasers do have the contractual right to purchase those Units and such Units
should be transferred in the near future. The 500 Units constitute 0.05% of the
outstanding Units. The Partnership has disclosed that it will not recognize any
of the Purchasers as substitute limited partners, but rather will only transfer
the economic rights to the Units purchased pursuant to the Offer. This fact
should not be material to any partner's decision as to whether to sell Units or
not because it has no impact on the contract or purchase price or rights of the
seller. Further, please note that if we were successful in obtaining more than
50% of the Units of the Partnership, we might have the ability to control the
Partnership through the ability to remove the general partner, although we have
no intention of so doing.
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 14, 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