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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RANCON REALTY FUND V, LP
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC;
Steven Gold; Moraga Gold, LLC; MP Income Fund 11, LLC; MPF Blue Ridge Fund I,
LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie
Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF
DeWaay Fund 4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF
Flagship Fund 12, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund
5, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 22, LLC; MPF
DeWaay Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; Real Estate Securities Fund
83; MPF Flagship Fund 11, 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
$5,579,483 $171.29
* For purposes of calculating the filing fee only. Assumes the purchase
of 8,390.2 Units at a purchase price equal to $665 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: $171.29
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: May 7, 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 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Steven
Gold; Moraga Gold, LLC; MP Income Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF
Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson
Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund
4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship
Fund 12, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 22, LLC; MPF DeWaay
Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; Real Estate Securities Fund 83; MPF
Flagship Fund 11, LLC; and MacKenzie Patterson Fuller, LP (collectively the
"Purchasers") to purchase up to 8,390.2 Units of limited partnership interest
(the "Units") Rancon Realty Fund V, LP (the "Partnership"), the subject company,
at a purchase price equal to $665 per Unit, less the amount of any distributions
declared or made with respect to the Units between May 7, 2007 (the "Offer
Date") and June 11, 2007 (the "Expiration Date"), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 7, 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 463 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 9,063 Units, or approximately
10.80% of the total outstanding Units. These shares were allocated among the
Purchasers as follows:
MPF-NY 2007, LLC - 46 Units; MPF Badger Acquisition Co., LLC - 23 Units; SCM
Special Fund, LLC - 75 Units; MP Income Fund 11, LLC - 65 Units; MPF DeWaay
Premier Fund 2, LLC - 65 Units; MacKenzie Patterson Special Fund 6, LLC - 124
Units; and MacKenzie Patterson Special Fund 6-A, LLC - 65 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: June 22, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Steven
Gold; Moraga Gold, LLC; MP Income Fund 11, LLC; MPF Blue Ridge Fund I, LLC; MPF
Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 2, LLC; MacKenzie Patterson
Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund
4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship
Fund 12, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 22, LLC; MPF DeWaay
Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; Real Estate Securities Fund 83; MPF
Flagship Fund 11, 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
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
STEVEN GOLD
/s/ Steven Gold