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
___________________
PALMETTO REAL ESTATE TRUST
(Name of Subject Company)
MPF NY-2005, LLC, MPF FLAGSHIP FUND 10, LLC, MPF INCOME FUND 23, LLC,
MPF DEWAAY FUND 3, LLC 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
$605,364 $64.77
* For purposes of calculating the filing fee only. Assumes the purchase
of 172,961 Shares at a purchase price equal to $3.50 per Share 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: $64.77
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: APRIL 7, 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 10, LLC, MPF INCOME FUND 23, LLC, MPF DEWAAY
FUND 3 (collectively the "Purchasers") to purchase 88,500 Units of limited
partnership interest (the "Units") in Palmetto Real Estate Trust (the
"Partnership"), the subject company, at a purchase price equal to $3.50 per
Unit, less the amount of any distributions declared or made with respect to the
Units between April 7, 2006 (the "Offer Date") and June 2, 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 7,
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 9170 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 9170 Units, or approximately 0.5%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
MPF NY-2005, LLC, 917 UNITS; MPF FLAGSHIP FUND 10, LLC, 8253 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: August 11, 2006
MPF NY-2005, LLC, MPF FLAGSHIP FUND 10, LLC, MPF INCOME FUND 23, LLC, MPF DEWAAY
FUND 3
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