SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
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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G REIT, INC.
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY FUND
3, LLC; MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE
RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY
FUND 4, LLC; MPF INCOME FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5,
LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF DEWAAY PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY
2005, LLC; MORAGA GOLD, LLC; MACKENZIE PATTERSON FULLER, INC.
(Bidders)
SHARES OF COMMON STOCK
(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
$15,400,000 $1,812.58
* For purposes of calculating the filing fee only. Assumes the purchase of
2,200,000 Shares at a purchase price equal to $7 per Share 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: $1,812.58
Form or Registration Number: SC TO-T/A
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: November 7, 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 November 1, 2005, as amended November 7, 2005 and
December 9, 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
SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY FUND 3, LLC;
MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE RIDGE FUND I,
LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 4, LLC; MPF INCOME
FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MPF FLAGSHIP FUND 10, LLC;
MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF DEWAAY PREMIER
FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC; MORAGA GOLD, LLC; and MACKENZIE
PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase up to
1,000,000 shares of common stock (the "Shares") in G REIT, Inc. (the
"Corporation"), the subject company, at a purchase price equal to $7 per Share,
less the amount of any dividends declared or made with respect to the Shares
between November 1, 2005 (the "Offer Date") and December 30, 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 November
1, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. As
previously disclosed, the Corporation has made dividends of $0.125 per share
since November 1, 2005, so pursuant to the terms of the Offer, the Offer Price
is now approximately $6.88 per Share ($6.875).
We are filing this amendment to direct Shareholders to the Corporation's PREM
14A filed December 22, 2005 and its Schedule 14D-9/A filed today. The
Corporation has disclosed that:
"As disclosed in a Preliminary Proxy Statement on Schedule 14A filed with the
SEC on December 22, 2005 (the "Preliminary Proxy Statement"), the Company's
board of directors has determined that liquidation of the Company is more likely
to provide Company stockholders with a greater return on their investment within
a reasonable period of time than they would receive through other alternatives
reasonably available to the Company at that time. Accordingly, after
consultation with the Company's Advisor (Triple Net Properties, LLC) and Robert
A. Stanger & Co., Inc., or Stanger, the Company's financial advisor, the
Company's board of directors (the "Board") and a special committee of the
Company's independent directors previously formed to evaluate the Company's
strategic alternatives (the "Special Committee") unanimously approved the sale
of all of the Company's assets and the dissolution of the Company in accordance
with a plan of liquidation, pending the approval of the Company's stockholders.
The date of the special meeting at which the Company intends to seek the
approval of the Company's stockholders for the liquidation proposal described in
the Preliminary Proxy Statement has not yet been determined, and the Preliminary
Proxy Statement has not yet been mailed to Company stockholders... The Company
disclosed in the Preliminary Proxy Statement that due to current, favorable
commercial real estate market conditions, the Company estimates that the net
proceeds from liquidation will range between approximately $452,770,000 and
$504,930,000 upon the liquidation of all of its assets, and that Company
stockholders will receive between approximately $10.31 and $11.50 per share in
the liquidation, an amount which significantly exceeds the current Offer Price
offered by MPF. As described in the Preliminary Proxy Statement, the Special
Committee received an opinion from Stanger, the Company's financial advisor,
that as of the date of the opinion the Company's net liquidation value range
estimate and estimated per share distribution range were reasonable from a
financial point of view. The Company's estimates and Stanger's opinion are
subject to the assumptions, conditions and qualifications described in the
Preliminary Proxy Statement, and the completion of the liquidation is subject to
the contingencies described in the Preliminary Proxy Statement, including the
approval of the plan of liquidation by the Company's stockholders at the special
meeting described in the Preliminary Proxy Statement. Company stockholders
should evaluate this information in determining whether to tender their shares
pursuant to MPF's offer."
This statement supplements the references in the Offer to the Corporation's
plans to liquidate, the Estimated Liquidation Value, and information on the
Corporation and its plans generally. The Purchasers based their valuation of the
Corporation's assets on a capitalization of income approach. The Corporation's
proxy statement discloses an estimate of value, but not the methodology that the
Corporation used to arrive at that estimate. Thus, while the Corporation
estimates Shareholders may receive between $10.31 and $11.50 per Share, this
does not change the Purchasers' valuation methodology. The Corporation's
estimate could be correct, or the Purchasers' estimate could be correct; the
Purchasers do not have any further information in that respect. It is important
to note, however, that this proxy statement is preliminary, meaning it is
subject to change; it has not yet been mailed to Shareholders. No Special
Meeting date has been set. Thus, while it would now appear that the Corporation
will liquidate in the near
future, no assurance of the timing of liquidation can be given, because the
Corporation must get Shareholder approval of the plan and then proceed to sell
its properties.
Shareholders considering tendering their Shares, or those who have already done
so, should consult the filings which are available at the Commission's EDGAR
website on www.sec.gov. The Offer and all withdrawal rights expire at 12:00
midnight, Pacific Standard Time, today, December 30, 2005. For more information,
please contact Chip Patterson at MacKenzie Patterson Fuller, Inc., 925.631.9100
x. 206.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated November 1, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Shareholders dated November 1, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Addendum dated November 7, 2005 to Offer to Purchase dated November 1,
2005**
(a)(6) Form of Press Release dated December 9, 2005***
(a)(7) Form of Press Release dated December 30, 2005
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on November 1, 2005.
** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on November 7, 2005.
*** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on December 9, 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: December 30, 2005
SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME FUND 21, LLC; MPF DEWAAY FUND 3, LLC;
MPF INCOME FUND 23, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE RIDGE FUND I,
LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF DEWAAY FUND 4, LLC; MPF INCOME
FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MPF FLAGSHIP FUND 10, LLC;
MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF DEWAAY PREMIER
FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC; MORAGA GOLD, LLC; MACKENZIE
PATTERSON FULLER, INC.
By: /s/ Chip Patterson
-------------------------
Chip Patterson, Senior Vice President of Manager or General Partner of each
filing person
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(1) Offer to Purchase dated November 1, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Shareholders dated November 1, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Addendum dated November 7, 2005 to Offer to Purchase dated
November 1, 2005**
(a)(6) Form of Press Release dated December 9, 2005***
(a)(7) Form of Press Release dated December 30, 2005
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on November 1, 2005.
** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on November 7, 2005.
*** Previously filed and incorporated by reference from the Schedule TO/A filed
with the SEC by the Purchasers on December 9, 2005.
Exhibit (a)(7)
FOR IMMEDIATE RELEASE
MacKenzie Patterson Fuller, Inc. Announces Supplementation Information Regarding
Tender Offer for G REIT, INC.
MORAGA, Calif.--December 30, 2005-- SUTTER OPPORTUNITY FUND 3, LLC; MPF INCOME
FUND 21, LLC; MPF DEWAAY FUND 3, LLC; MPF INCOME FUND 23, LLC; MP FALCON GROWTH
FUND 2, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF
DEWAAY FUND 4, LLC; MPF INCOME FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5,
LLC; MPF FLAGSHIP FUND 10, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; MPF DEWAAY PREMIER FUND 3, LLC; STEVEN GOLD; MPF-NY 2005, LLC;
MORAGA GOLD, LLC; and MACKENZIE PATTERSON FULLER, INC. (the "Bidders") have
announced that the Corporation has filed certain information with the Securities
and Exchange Commission that may be of interest to them. Specifically, the
Corporation has announced:
"As disclosed in a Preliminary Proxy Statement on Schedule 14A filed with the
SEC on December 22, 2005 (the "Preliminary Proxy Statement"), the Company's
board of directors has determined that liquidation of the Company is more likely
to provide Company stockholders with a greater return on their investment within
a reasonable period of time than they would receive through other alternatives
reasonably available to the Company at that time. Accordingly, after
consultation with the Company's Advisor (Triple Net Properties, LLC) and Robert
A. Stanger & Co., Inc., or Stanger, the Company's financial advisor, the
Company's board of directors (the "Board") and a special committee of the
Company's independent directors previously formed to evaluate the Company's
strategic alternatives (the "Special Committee") unanimously approved the sale
of all of the Company's assets and the dissolution of the Company in accordance
with a plan of liquidation, pending the approval of the Company's stockholders.
The date of the special meeting at which the Company intends to seek the
approval of the Company's stockholders for the liquidation proposal described in
the Preliminary Proxy Statement has not yet been determined, and the Preliminary
Proxy Statement has not yet been mailed to Company stockholders... The Company
disclosed in the Preliminary Proxy Statement that due to current, favorable
commercial real estate market conditions, the Company estimates that the net
proceeds from liquidation will range between approximately $452,770,000 and
$504,930,000 upon the liquidation of all of its assets, and that Company
stockholders will receive between approximately $10.31 and $11.50 per share in
the liquidation, an amount which significantly exceeds the current Offer Price
offered by MPF. As described in the Preliminary Proxy Statement, the Special
Committee received an opinion from Stanger, the Company's financial advisor,
that as of the date of the opinion the Company's net liquidation value range
estimate and estimated per share distribution range were reasonable from a
financial point of view. The Company's estimates and Stanger's opinion are
subject to the assumptions, conditions and qualifications described in the
Preliminary Proxy Statement, and the completion of the liquidation is subject to
the contingencies described in the Preliminary Proxy Statement, including the
approval of the plan of liquidation by the Company's stockholders at the special
meeting described in the Preliminary Proxy Statement. Company stockholders
should evaluate this information in determining whether to tender their shares
pursuant to MPF's offer."
Shareholders considering tendering their Shares, or those who have already done
so, should consult the filings which are available at the Commission's EDGAR
website on www.sec.gov. The Offer and all withdrawal rights expire at 12:00
midnight, Pacific Standard Time, today, December 30, 2005. For more information,
please contact Chip Patterson at MacKenzie Patterson Fuller, Inc., 925.631.9100
x. 206.