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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CRI Hotel Income Partners LP
(Name of Subject Company)
MPF-NY 2006, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF
SENIOR NOTE PROGRAM I, LP; MPF INCOME FUND 21, LLC; MPF INCOME FUND 23, LLC; MPF
DEWAAY FUND 3, LLC; MPF DEWAAY FUND 5, LLC; MP INCOME FUND 16, LLC; MPF BLUE
RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND
5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 8, LLC; MPF ACQUISITION CO. 3,
LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11,
LLC; MPF FLAGSHIP FUND 12, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; AND MPF DEWAAY PREMIER FUND 3, LLC; PURCHASER 1; PURCHASER 2;
PURCHASER 3; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
BENEFICIAL ASSIGNMENT CERTIFICATES REPRESENTING
LIMITED PARTNERSHIP INTERESTS
(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
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$8,236,390 $881.29
* For purposes of calculating the filing fee only. Assumes the purchase of
823,639 BACs at a purchase price equal to $10 per BAC 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-NY 2006, LLC; Moraga Gold, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF
Senior Note Program I, LP; MPF Income Fund 21, LLC; MPF Income Fund 23, LLC; MPF
DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; MP Income Fund 16, LLC; MPF Blue
Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MacKenzie Patterson Special Fund
5, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special
Fund 6-A, LLC; Mackenzie Patterson Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MPF Flagship Fund 9, LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 11,
LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Premier Fund, LLC; MPF DeWaay Premier
Fund 2, LLC; and MPF DeWaay Premier Fund 3, LLC (collectively the "Purchasers")
to purchase all beneficial assignment certificates representing limited
partnership interests (the "BACs") in CRI Hotel Income Partners LP (the
"Partnership"), the subject company, not already held by purchasers and their
affiliates at a purchase price equal to $10 per BAC, less the amount of any
distributions declared or made with respect to the BACs between August 30, 2006
(the "Offer Date") and October 4, 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 August 30, 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 distributions made or declared
prior to the Expiration Date. Any distributions 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 BAC holders to the Purchasers.
MacKenzie Patterson Fuller, LP is named as a bidder herein because it is deemed
to control the Purchasers, but is otherwise not participating in the offer
described in this schedule.
In the event of a price reduction resulting from a Partnership distribution
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 BACs will include the tender of any and all securities into which
the BACs may be converted and any securities distributed with respect to the
BACs from and after the Offer Date.
The Partnership had 1,068 holders of record owning an aggregate of 868,662
BACs as of March 21, 2006, according to its Annual Report on Form 10-K for the
fiscal year ending December 31, 2005. The Purchasers and their affiliates
currently beneficially own 45,023 BACs, or 5.18% of the outstanding BACs. The
823,639 BACs subject to the Offer constitute 100% of the outstanding BACs not
already owned by the Purchasers and their affiliates. Consummation of the offer,
if all BACs sought are tendered, would require payment by the Purchasers of up
to $8,236,390 in aggregate Purchase Price, which the Purchasers intend to fund
out of their current working capital.
The address of the Partnership's principal executive offices is 11200
Rockville Pike, Rockville, Maryland 20852,and its phone number is (301)
468-9200.
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 August 30, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to BAC holders dated August 30, 2006
(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: August 30, 2006
MPF-NY 2006, LLC; Moraga Gold, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF
Senior Note Program I, LP; MPF Income Fund 21, LLC; MPF Income Fund 23, LLC; MPF
DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; MP Income Fund 16, LLC; MPF Blue
Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MacKenzie Patterson Special Fund
5, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special
Fund 6-A, LLC; Mackenzie Patterson Special Fund 8, LLC; MPF Acquisition Co. 3,
LLC; MPF Flagship Fund 9, LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 11,
LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Premier Fund, LLC; MPF DeWaay Premier
Fund 2, LLC; and MPF DeWaay Premier Fund 3, LLC Purchaser 1; Purchaser 2;
Purchaser 3
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
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EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated August 30, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to BAC holders dated August 30, 2006