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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CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Name of Subject Company)
MPF FLAGSHIP FUND 9, LLC; MP VALUE FUND 5, LLC; MP VALUE FUND 7, 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
$531,000.00 $62.50
* For purposes of calculating the filing fee only. Assumes the purchase of
1,770 Units at a purchase price equal to $300 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: $62.50
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: July 21, 2005
|_| 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: |_|
The Schedule TO filed as of July 21, 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 Flagship Fund 9, LLC; MP Value Fund 5, LLC; MP Value Fund 7, LLC; MPF-NY
2005, LLC; Steven Gold (collectively the "Purchasers") to purchase up to 1,770
Units of limited partnership interest (the "Units") in Carolina Investment
Partners, Limited Partnership (the "Partnership"), the subject company, at a
purchase price equal to $300 per Unit, less the amount of any distributions
declared or made with respect to the Units between July 21, 2005 (the "Offer
Date") and September 6, 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 July 21, 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.
Further, the Purchasers' general business strategy is to invest in limited
partnerships where we believe a capital event may occur within a few years of
our investment. In some cases, but infrequently, we may decide to take a more
active role in seeking to have the partnership sell its assets, although we have
no present intention to do so in this case. Please see "WHAT ARE THE PURCHASERS'
FUTURE INTENTIONS CONCERNING THE PARTNERSHIP?" in our Offer. Although we have no
information about the General Partner's timeframe for transferring Units, in our
experience general partners will usually transfer units within 4-6 weeks of
submission for transfer. Also, please note that in our discussion of the Federal
Income Tax Consequences section of our Offer, we assume that the Partnership
will be treated as a partnership for tax purposes; we cannot assure you that it
will not be treated as a publicly traded partnership because the IRS could
determine that the Units are readily traded on a secondary market by virtue of
the fact that there have been some tender offers and auction trades of Units,
however unlikely and inconsistent with the Code that would be. If you do not
tender you Units in our Offer, you may have to wait a month or more to transfer
your units if our offer is fully subscribed and an additional 20% of the Units
are for some reason transferred by other unitholders, because, as noted in the
Offer, the Partnership will not transfer more than 50% of the Units in any
12-month period.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated July 21, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated July 21, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on July 21, 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 30, 2005
MPF Flagship Fund 9, LLC; MP Value Fund 5, LLC; MP Value Fund 7, LLC; 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
C.E. PATTERSON
/s/ C.E. Patterson
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STEVEN GOLD
/s/ Steven Gold
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