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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250 WEST 57TH ST. ASSOCIATES L.L.C.
(Name of Subject Company)
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
(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
$2,800,000 $ 299.60
* For purposes of calculating the filing fee only. Assumes the purchase
of 140 Units at a purchase price equal to $20,000 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: $ 299.60
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: February 16, 2007
[ ] 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
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; and MP Value Fund
7, LLC (collectively the "Purchasers") to purchase up to 140 Participation Units
of LLC member interests (the "Units") in 250 West 57th St. Associates L.L.C.
(collectively the "Purchasers") to purchase 140 Units of limited partnership
interest (the "Units") in 250 West 57th St. Associates L.L.C. (the
"Partnership"), the subject company, at a purchase price equal to $20,000 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 (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.
The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 0.5 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 0.5 Units, or approximately 0.07%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
MP Income Fund 16, LLC - 0.5 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: May 4, 2007
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; and MP Value Fund
7, LLC
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person