SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 5
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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UNITED INVESTORS INCOME PROPERTIES, L.P.
(Name of Subject Company)
MPF DEWAAY FUND 2, LLC, MPF FLAGSHIP FUND 10, LLC, MACKENZIE PATTERSON SPECIAL
FUND 5, LLC, MACKENZIE PATTERSON SPECIAL FUND 6, LLC, MACKENZIE PATTERSON
SPECIAL FUND 6-A, LLC, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF INCOME FUND
21, LLC, MPF DEWAAY PREMIER FUND 2, LLC, MPF FLAGSHIP FUND 9, LLC, MPF-NY 2005,
LLC; STEVEN GOLD; MACKENZIE PATTERSON FULLER, INC.; AND C.E. PATTERSON
(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, Inc. MacKenzie Patterson Fuller, Inc.
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
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$2,350,920.00 $276.70
* For purposes of calculating the filing fee only. Assumes the purchase of
21,372 Units at a purchase price equal to $110 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: $276.70
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: June 2, 2005
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|_| 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: |_|
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The Schedule TO filed as of June 2, 2005, as amended July 7, 2005, July 25,
2005, and August 5, 2005 by the above-named bidders is hereby amended as set
forth below. Items not amended remain unchanged, and capitalized terms are used
as defined in the original Schedule.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special
Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson
Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund
21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005,
LLC, and Steven Gold (collectively the "Purchasers") to purchase up to 21,372
Units of limited partnership interest (the "Units") in United Investors Income
Properties, L.P. (the "Partnership"), the subject company, at a purchase price
equal to $132.00 per Unit, less the amount of any distributions declared or made
with respect to the Units between June 2, 2005 (the "Offer Date") and August 12,
2005 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 June 2, 2005 (the "Offer to Purchase") and the related Letter of
Transmittal.
We are amending the Schedule TO by amending the first paragraph of Section 11 of
the Offer by appending thereto the following:
The Purchasers were formed solely for the purpose of investing in securities and
have no other business operations. Some of the entities managed by MacKenzie
Patterson Fuller, Inc. were formed as early as 1982, while many have been formed
within the last few years. Further information can be obtained from the
California Secretary of State at http://www.ss.ca.gov/business/business.htm. The
Purchasers are finite life entities (most terminate in 2099), and most of the
Purchasers do provide their investors the opportunity to vote to liquidate the
investment fund after five years if a majority of the investors so desire. The
Purchasers are advised by MPF Advisers, Inc., an investment adviser registered
with the Securities and Exchange Commission. More information on the investment
adviser can be obtained from the SEC's investment adviser database at
http://www.adviserinfo.sec.gov or at the SEC's offices. The adviser chooses
investments for these funds by selecting securities that it believes own assets
that are worth substantially more than the price for which the securities can be
acquired, such as through tender offers like this Offer. The adviser advises the
Purchasers to purchase assets with an anticipated exit strategy within the
investment objectives of the client (thus, newer funds may purchase securities
where liquidation of the partnership may not occur in the near term). The
Purchasers expect to retrieve their original capital and appropriate returns
from an investment in the Units when the Partnership sells the properties it
owns and pays liquidating distributions to its limited partners. The Purchasers,
as limited partners, do not generally take an active role in management or
operations of the partnerships in which they invest. On occasion, the manager or
general partner of the Purchasers will discuss operations with the general
partners of the Partnerships in which they invest. On an annual basis, the
adviser determines the net asset value of the securities owned by its clients in
the same fashion as described in "Establishing the Offer Price" above.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated June 2, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 2, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Form of Letter to Unit holders dated July 7, 2005**
(a)(6) Form of Press Release**
(a)(7) Form of Press Release***
(a)(8) Form of Press Release****
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(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 2, 2005.
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on July 7, 2005.
*** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on July 25, 2005.
**** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on August 5, 2005.
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: August 11, 2005
MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special
Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson
Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund
21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, and MPF-NY
2005, LLC
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or General Partner of
each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Vice President
STEVEN GOLD
/s/ Steven Gold
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C.E. PATTERSON
/s/ C.E. Patterson
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