SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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
___________________
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Name of Subject Company)
MPF-NY 2006, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
FUND 7, LLC; MP INCOME FUND 16, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF BLUE
RIDGE I, LLC; MPF BLUE RIDGE II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 3, LLC;
MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, 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
$2,324,325 $248.70
* For purposes of calculating the filing fee only. Assumes the purchase
of 5,469 Units at a purchase price equal to $425 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: $ 248.70
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: MAY 1, 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
FUND 7, LLC; MP INCOME FUND 16, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF BLUE
RIDGE I, LLC; MPF BLUE RIDGE II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; AND MACKENZIE PATTERSON FULLER,
LP (collectively the "Purchasers") to purchase 5,469 Units of limited
partnership interest (the "Units") in Carolina Investment Partners, Limited
Partnership (the "Partnership"), the subject company, at a purchase price equal
to $425 per Unit, less the amount of any distributions declared or made with
respect to the Units between May 1, 2006 (the "Offer Date") and June 3, 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 1, 2006 (the "Offer to Purchase") and the related Letter of
Transmittal.
The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 85 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 516 Units, or approximately 8.7%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
MPF-NY 2006, LLC, 8.5 UNITS; MPF FLAGSHIP FUND 9, LLC, 76.5 UNITS
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 23, 2006
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 11, LLC; MP VALUE
FUND 7, LLC; MP INCOME FUND 16, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF BLUE
RIDGE I, LLC; MPF BLUE RIDGE II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; AND MACKENZIE PATTERSON FULLER,
LP
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