Exhibit (a)(4)
[Published February 16, 2007 in Investor's Business Daily]
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Participation Units. The Offer is being made solely by the formal Offer to
Purchase forwarded to Unit holders of record and is not being made to, and
tenders will not be accepted from or on behalf of, Unit holders residing in any
jurisdiction in which making or accepting the Offer would violate that
jurisdiction's laws. In those jurisdictions where the securities, Blue Sky, or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchasers only by one or more
registered dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH:
Up to 140 Participation Units of LLC Member Interest of
250 West 57th St. Associates L.L.C., a New York limited liability Company
(the "250 West 57th") at a price of
$20,000 per Unit
by: MPF-NY 2006, LLC; MPF BADGER ACQUISITION CO., LLC; MORAGA GOLD, LLC;
MP INCOME FUND 16, LLC; MP FALCON GROWTH FUND 2, LLC; MPF FLAGSHIP FUND 9, LLC;
MPF FLAGSHIP FUND 12, LLC; SUTTER OPPORTUNITY FUND 4, LLC; MPF EPLANNING
OPPORTUNITY FUND, LP; MPF DEWAAY FUND 4, LLC; MPF BLUE RIDGE FUND I, LLC;
MP VALUE FUND 7, LLC
(collectively the "250 West 57th Purchasers") and
Up to 135 Participation Units of LLC Member Interest of
60 EAST 42ND ST. ASSOCIATES L.L.C., a New York limited liability Company
(the "60 East 42nd") at a price of
$60,000 per Unit
by: MPF-NY 2006, LLC; MPF Badger Acquisition Co., LLC; Moraga Gold, LLC;
MPF Senior Note Program I, LP; MPF ePlanning Opportunity Fund, LP; MPF Blue
Ridge Fund II, LLC; MPF DeWaay Fund 3, LLC; MPF Value Fund 7, LLC; MPF DeWaay
Premier 3, LLC; Sutter Opportunity Fund 4, LLC; MPF Income Fund 22, LLC; MPF
Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MacKenzie Patterson Special
Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC;
MPF Special Fund 9, LLC; MPF Flagship Fund 9, LLC; MPF Flagship Fund 11, LLC;
MPF DeWaay Premier Fund, LLC; and MPF DeWaay Premier Fund 2, LLC
(collectively the "60 East 42nd Purchasers")
The Purchasers are offering to purchase for cash up to 140 Participation Units
of LLC Member Interest ("250 West 57th Units") of 250 West 57th, at a price of
$20,000 per Unit and up to 135 Participation Units of LLC Member Interest ("60
East 42nd Units") of 60 East 42nd, at a price of $60,000 per Unit upon the terms
and subject to the conditions set forth in Purchasers' Offers to Purchase and in
the related Letters of Transmittal for each offer (which together constitute the
"Offers" and the "Tender Offer Documents"). Collectively, the 250 West 57th
Units and the 60 East 42nd Units may be referred to as the "Units" and 250 West
57th and 60 East 42nd may be referred to as the "Companies" and the Purchasers
for each Offer referred to as the "Purchasers."
THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON APRIL 6,
2007, UNLESS AN OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the Purchasers'
existing working capital. The Offers is not made for the purpose of acquiring or
influencing control of the business of the Companies. The Offers will expire at
11:59 p.m., Pacific Time on April 6, 2007, unless and until Purchasers, in their
sole discretion, shall have extended the period of time for which an Offer is
open (such date and time, as extended the "Expiration Date"). The Purchasers
will not provide a subsequent offering periods following the Expiration Date. If
Purchasers make a material change in the terms of an Offer, or if they waive a
material condition to an Offer, Purchasers will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(c) and
14d-6(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The minimum period during which an Offer must remain open following any
material change in the terms of an Offer, other than a change in price or a
change in percentage of securities sought or a change in any dealer's soliciting
fee, will depend upon the facts and circumstances including the materiality of
the change with respect to a change in price or, subject to certain limitations,
a change in the percentage of securities ought or a change in any dealer's
soliciting fee. A minimum of ten business days from the date of such change is
generally required to allow for adequate dissemination to Unit holders.
Accordingly, if prior to the Expiration Date, Purchasers increase (other than
increases of not more than two percent of the outstanding Units) or decrease the
number of Units being sought, or increase or decrease the consideration offered
pursuant to an Offer, and if an Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from the date that notice of
such increase or decrease is first published, sent or given to Unit holders, an
Offer will be extended at least until the expiration of such ten business days.
For purposes of the Offers, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through midnight, Pacific Time. In all cases payment for the Units
purchased pursuant to the Offers will be made only after timely receipt of the
Letters of Transmittal (or facsimiles thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offers are irrevocable, except that Unit
holders who tender their Units in response to the Offers will have the right to
withdraw their tendered Units at any time prior to the Expiration Date by
sending to MacKenzie Patterson Fuller, LP a written or facsimile transmission
notice of withdrawal identifying the name of the person who tendered Units to be
withdrawn, signed by the same persons and in the same manner as the Letter of
Transmittal tendering the Units to be withdrawn. In addition, tendered Units may
be withdrawn at any time on or after April 17, 2007, unless the tender has
theretofore been accepted for payment as provided above. If tendering Unit
holders tender more than the number of Units that Purchasers seek to purchase
pursuant to the Offer for those Units, Purchasers will take into account the
number of Units so tendered and take up and pay for as nearly as may be pro
rata, disregarding fractions, according to the number of Units tendered by each
tendering Unit holder during the period during which that Offer remains open.
The terms of the Offers are more fully set forth in the formal Tender Offer
Documents which are available from Purchasers at the Purchasers' expense. The
Offers contain terms and conditions and the information required by Rule
14d-6(d)(1) under the Exchange Act which are incorporated herein by reference.
The Tender Offer Documents contain important information which should be read
carefully before any decision is made with respect to the Offers.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. A request has been made to the Companies pursuant to Rule
14d-5 under the Exchange Act for the use of its list of Unit holders for the
purpose of disseminating the Offers to Unit holders. Upon compliance by the
Companies with such request, the Tender Offer Documents and, if required, other
relevant materials will be mailed at the Purchasers' expense to record holders
of Units, brokers, banks and similar persons whose names appear or whose nominee
appears on the list of securities holders, or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units.
For Copies of the Tender Offer Documents, Call Purchasers at 1-800-854-8357,
Make a Written Request Addressed to 1640 School Street, Moraga, California
94556, email to offers@mpfi.com, or visit our website at www.mpfi.com (click on
MPF Tenders).
February 16, 2007