SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-------------------
REEVES TELECOM LIMITED PARTNERSHIP
(Name of Subject Company)
MPF-NY 2006, LLC; SCM SPECIAL FUND, LLC; MPF FLAGSHIP FUND 10, LLC; MPF
FLAGSHIP FUND 11, LLC; MPF FLAGSHIP FUND 12, LLC; MPF DEWAAY PREMIER FUND, LLC;
MPF SPECIAL FUND 8, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II,
LLC; MPF DEWAAY PREMIER FUND 3, 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
$4,386,900 $469.40
(3,509,520) (375.52)
---------- -------
$ 877,380 $ 93.88
* For purposes of calculating the filing fee only. Assumes the purchase of
1,754,760 Units at a purchase price equal to $2.50 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: $375.52
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: September 1, 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 September 1, 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; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF Flagship
Fund 11, LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Premier Fund, LLC; MPF
Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC;
and MPF DeWaay Premier Fund 3, LLC (collectively the "Purchasers") to purchase
all Units of limited partnership interest (the "Units") in Reeves Telecom
Limited Partnership (the "Partnership"), the subject company, not already held
by purchasers and their affiliates at a purchase price equal to $2.50 per Unit,
less the amount of any distributions declared or made with respect to the Units
between September 1, 2006 (the "Offer Date") and October 19, 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 September
1, 2006 (the "Offer to Purchase") and the related Letter of Transmittal.
The Purchasers are amending the Offer by extending the Expiration Date to
October 19, 2006 and by increasing the Offer Price to $2.50, less the amount of
any distributions declared or made with respect to the Units between the Offer
Date and the Expiration Date. As of the date hereof, a total of 1,056 Units have
been tendered by unitholders and not withdrawn. No other Units have been
tendered to date.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated September 1, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated September 1, 2006*
(a)(4) Notice of Withdrawal from Reeves Telecom Acquisition Corporation*
(a)(5) Form of Letter to Unit holders dated September 25, 2006
(a)(6) Amended Letter of Transmittal
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on September 1, 2006.
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: September 25, 2006
MPF-NY 2006, LLC; SCM Special Fund, LLC; MPF Flagship Fund 10, LLC; MPF Flagship
Fund 11, LLC; MPF Flagship Fund 12, LLC; MPF DeWaay Premier Fund, LLC; MPF
Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC;
MPF DeWaay Premier Fund 3, 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
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated September 1, 2006*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated September 1, 2006*
(a)(4) Notice of Withdrawal from Reeves Telecom Acquisition Corporation*
(a)(5) Form of Letter to Unit holders dated September 25, 2006
(a)(6) Amended Letter of Transmittal
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on September 1, 2006.