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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CRI HOTEL INCOME PARTNERS, LP
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co. LLC; MPF DeWaay Fund 4, LLC;
MPF Senior Note Program I, LP; Steven Gold; MP Income Fund 16 LLC; MPF Income
Fund 23, LLC; MPF DeWaay Fund 6, LLC; MPF Flagship Fund 13 LLC; MPF Special Fund
8, LLC; MPF Flagship Fund 11, LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay Fund
5, LLC; MPF Flagship Fund 12, LLC AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
BACS 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. 1024 (925) 631-9100 ext. 1006
(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
$2,432,248 $ 74.67
* For purposes of calculating the filing fee only. Assumes the purchase
of 173,732 BACs at a purchase price equal to $14 per BAC 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: $ 74.67
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: OCTOBER 10, 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; MPF DeWaay Fund 4, LLC; MPF
Senior Note Program I, LP; MP Income Fund 16 LLC; MPF Income Fund 23, LLC; MPF
DeWaay Fund 6, LLC; MPF Flagship Fund 13 LLC; MPF Special Fund 8, LLC; MPF
Flagship Fund 11, LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay Fund 5, LLC; MPF
Flagship Fund 12, LLC; AND STEVEN GOLD (collectively the "Purchasers") to
purchase 173,732 BACs of limited partnership interest (the "BACs") in CRI Hotel
Income Partners, LP (the "Partnership"), the subject company, at a purchase
price equal to $14 per BAC, less the amount of any distributions declared or
made with respect to the BACs between October 10, 2007 (the "Offer Date") and
November 20, 2007 (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 10, 2007 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Offer resulted in the tender by BACholders, and acceptance for payment by
the Purchasers, of a total of 27,928 BACs. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 119,480 BACs, or approximately
13.7% of the total outstanding BACs. These shares were allocated among the
Purchasers as follows:
MPF-NY 2007, LLC: 1,396 BACS
MPF BADGER ACQUISITION CO., LLC: 1,396 BACS
STEVEN GOLD: 1,117 BACS
MPF DEWAAY FUND 4, LLC: 8,214
MPF SENIOR NOTE PROGRAM I, LP: 15,805
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: December 6, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co. LLC; MPF DeWaay Fund 4, LLC; MPF
Senior Note Program I, LP; Steven Gold; MP Income Fund 16 LLC; MPF Income Fund
23, LLC; MPF DeWaay Fund 6, LLC; MPF Flagship Fund 13 LLC; MPF Special Fund 8,
LLC; MPF Flagship Fund 11, LLC; MPF Acquisition Co. 3, LLC; MPF DeWaay Fund 5,
LLC; MPF Flagship Fund 12, 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
STEVEN GOLD
/s/ Steven Gold
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