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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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
$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.
[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: $656.44
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 30, 2006 and amended June 21, 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; 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.
The Purchasers are making the following additional disclosures: the Partnership
Agreement has a "right of first refusal" which allows the Partnership to
purchase any Units tendered pursuant to this Offer. Thus, if the General Partner
exercises the right of first refusal, the Purchasers will be unable to purchase
any Units pursuant to this Offer. However, unitholders must be paid the same
amount and pursuant to substantially the same terms as the Offer, so unitholders
considering whether or not to tender will likely find the ultimate purchaser to
be immaterial. However, to the extent that it is material to you, you should
know that the Partnership may purchase the Units pursuant to this right instead
of the Purchasers. The Purchasers will not hold tendering unitholders liable for
their inability to transfer Units tendered hereby. Upon notice of the
Partnership's exercise of its right of first refusal, the Purchasers will
release tendering unitholders from their obligations under the Offer.
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 26, 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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