SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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FREEDOM TAX CREDIT PLUS L.P.
(Name of Subject Company)
SCM SPECIAL FUND, 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)
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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
$288,660 $ 30.89
* For purposes of calculating the filing fee only. Assumes the purchase
of 14,433 Beneficial Assignment Certificates at a purchase price equal
to $20 per Beneficial Assignment Certificate 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: $ 30.89
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: SEPTEMBER 22, 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
SCM Special Fund, LLC and MacKenzie Patterson Fuller, LP. (collectively the
"Purchasers") to purchase up to 14,433 Beneficial Assignment Certificates,
representing assignments of limited partnership interests (the "Units") in
Freedom Tax Credit Plus L.P. (the "Partnership"), the subject company, at a
purchase price equal to $20 per Unit, less the amount of any distributions
declared or made with respect to the Units between September 22, 2006 (the
"Offer Date") and October 31, 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 22, 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 Unit holders to the Purchasers
The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 1,872 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 1,872 Units, or approximately 2.6%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
SCM Special Fund, LLC - 468; and MacKenzie Patterson Fuller, LP - 1,404 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: January 19, 2007
SCM Special Fund, LLC and 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