SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 3
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
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)
_______________________
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: [X]
FINAL AMENDMENT TO 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; 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, 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 Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 5205.4232 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 5205.4232 Units, or approximately
0.5% of the total outstanding Units. These shares were allocated among the
Purchasers as follows:
MPF-NY 2006, LLC, 10%; MORAGA GOLD, LLC, 5%; MPF DEWAAY FUND 3, LLC, 85%
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: August 11, 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; MP VALUE FUND 7, LLC
By: /s/ Chip Patterson
---------------------------------
Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
---------------------------------
Chip Patterson, Senior Vice President