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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60 EAST 42ND ST. ASSOCIATES L.L.C.
(Name of Subject Company)
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; MPF DeWaay Premier Fund 2, LLC;
and MacKenzie Patterson Fuller, LP
(Bidders)
PARTICIPATION UNITS ("UNITS") OF LLC MEMBER 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
$8,100,000 $866.70
* For purposes of calculating the filing fee only. Assumes the purchase
of 135 Units at a purchase price equal to $60,000 per Unit 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; 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
"Purchasers") to purchase up to 135 Participation Units of LLC member interests
(the "Units") in 60 EAST 42ND ST. ASSOCIATES L.L.C. (the "Company"), the subject
company, at a purchase price equal to $60,000 per Unit, less the amount of any
distributions declared or made with respect to the Units between February 16,
2007 (the "Offer Date") and April 6, 2007 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 February 16, 2007 (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.
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 Company 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 Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.
The Company had 801 holders of record owning an aggregate of 700 Units
as of SEPTEMBER 30, 2006, according to its Quarterly Report on Form 10-Q for the
period ending September 30, 2006. The Purchasers and their affiliates currently
beneficially own 0 Units, or 0.0% of the outstanding Units. The 135 Units
subject to the Offer constitute 19.29% of the outstanding Units. Consummation of
the offer, if all Units sought are tendered, would require payment by the
Purchasers of up to $8,100,000 in aggregate Purchase Price, which the Purchasers
intend to fund out of their current working capital.
The address of the Company's principal executive offices is 60 East
42nd Street, New York, New York 10165, and its phone number is (212) 687-8700.
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 February 16, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 16, 2007
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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: February 16, 2007
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; MPF DeWaay Premier Fund 2, LLC
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
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated February 16, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated February 16, 2007
(a)(4) Form of advertisement in Investor's Business Daily