SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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AMERICAN SPECTRUM REALTY, INC.
(Name of Subject Company)
MPF SENIOR NOTE PROGRAM I, LP, MPF BLUE RIDGE FUND I, LLC, MPF BLUE RIDGE
FUND II, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MORAGA GOLD, LLC,
MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF COMMON STOCK
(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
$2,972,500 $318.06
* For purposes of calculating the filing fee only. Assumes the purchase
of 145,000 Shares at a purchase price equal to $20.50 per Share in
cash.
[ ] 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:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF Senior Note Program I, LP, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund
II, LLC, MacKenzie Patterson Special Fund 7, LLC, Moraga Gold, LLC, MacKenzie
Patterson Fuller, LP(collectively the "Purchasers") to purchase up to 145,000
shares of common stock (the "Shares") in American Spectrum Realty, Inc. (the
"Corporation"), the subject company, at a purchase price equal to $20.50 per
Share, less the amount of any dividends declared or made with respect to the
Shares between July 18, 2006 (the "Offer Date") and August 18, 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
July 18, 2006 (the "Offer to Purchase") and the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
As noted above, the Offer price would be subject to reduction for dividends made
or declared prior to the Expiration Date. Any dividends made or declared after
the Expiration Date, by the terms of the Offer and as set forth in the Letter of
Transmittal, would be assigned by tendering Shareholders to the Purchasers.
In the event of a price reduction resulting from a Corporation dividend
declared or made after the Offer Date and before the Expiration Date, as
described above, the Purchasers will file an amendment to this Schedule TO
reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Corporation had 4,600 holders of record owning an aggregate of
1,393,026 Shares as of March 15, 2006, according to its Annual Report on Form
10-K for the year ending December 31, 2006. The Purchasers and their affiliates
currently beneficially own 56,653 Shares, or 4.07% of the outstanding Shares. On
May 26, 2006 affiliates of the Purchaser, MPF DeWaay Premier Fund 3, LLC, bought
5,000 Shares of the Company for $19.95 per Share. The 145,000 Shares subject to
the Offer constitute 10.41% of the outstanding Shares. Consummation of the
Offer, if all Shares sought are tendered, would require payment by the
Purchasers of up to $2,972,500 in aggregate purchase price, which the Purchasers
intend to fund out of their current working capital.
The address of the Corporation's principal executive offices is 5850
San Felipe, Suite 450, Houston, TX 77057, and its phone number is (713)
706-6200.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated July 18, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated July 18, 2006
(a)(4) Form of advertisement in Investor's Business Daily
(a)(5) Form of Press Release
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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: July 18, 2006
MPF Senior Note Program I, LP, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund
II, LLC, MacKenzie Patterson Special Fund 7, LLC, Moraga Gold, LLC, 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
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated July 18, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated July 18, 2006
(a)(4) Form of advertisement in Investor's Business Daily
(a)(5) Form of Press Release