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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REEVES TELECOM LIMITED PARTNERSHIP
(Name of Subject Company)
MPF-NY 2005, LLC; SCM SPECIAL FUND, LLC; MPF FLAGSHIP FUND 10, LLC; MPF DEWAAY
PREMIER 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
$905,781 $96.92
* For purposes of calculating the filing fee only. Assumes the purchase
of 1,811,562 Units at a purchase price equal to $0.50 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: $96.92
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: April 26, 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 April 26, 2006, as amended May 30, 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; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay
Premier Fund 3, LLC (collectively the "Purchasers") to purchase all Units of
limited partnership interest (the "Units") in Reeves Telecom Limited Partnership
(the "Partnership"), the subject company, not already held by purchasers and
their affiliates at a purchase price equal to $0.50 per Unit, less the amount of
any distributions declared or made with respect to the Units between April 26,
2006 (the "Offer Date") and June 16, 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 26, 2006 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Offer is also being amended to remove SCM Special Fund, LLC as a Purchaser;
the other Purchasers will receive a pro rata allocation of Units tendered that
would have been allocated to SCM Special Fund, LLC. The remaining Purchasers
still have more than enough capital to consummate the Offer.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated April 26, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated April 26, 2006*
(a)(4) Form of Letter to Unit holders dated May 30, 2006**
(a)(5) Form of Press Release**
(a)(6) Form of Press Release
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 26, 2006
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on May 30, 2006
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 15, 2006
MPF-NY 2005, LLC; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay
Premier 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
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated April 26, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated April 26, 2006*
(a)(4) Form of Letter to Unit holders dated May 30, 2006**
(a)(5) Form of Press Release**
(a)(6) Form of Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 26, 2006
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on May 30, 2006