SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-------------------
CRI HOTEL INCOME PARTNERS, LP
(Name of Subject Company)
MPF-NY 2007, LLC; Moraga Gold, LLC; Steven Gold; MPF Badger Acquisition Co.,
LLC; MPF Senior Note Program I, LP; MPF DeWaay Fund 4, LLC; MP Income Fund 11,
LP; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF Flagship Fund 12, LLC;
Sutter Opportunity Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MacKenzie
Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF
Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MacKenzie Patterson Special Fund
5, LLC; MPF Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund
II, LLC; MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund 4, LLC; MPF
DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; MPF Income Fund 22, LLC; MPF Income
Fund 23, LLC
(Bidders)
BENEFICIAL ASSIGNMENT CERTIFICATES REPRESENTING
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
-----------------------
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
---------- ----------
$9,777,038 $300.16
* For purposes of calculating the filing fee only. Assumes the purchase of
782,163 BACs at a purchase price equal to $12.50 per BAC in cash.
|_| 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:
Form or Registration Number:
Filing Party:
Date Filed:
|_| 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: |_|
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2007, LLC; Moraga Gold, LLC; Steven Gold; MPF Badger Acquisition Co.,
LLC; MPF Senior Note Program I, LP; MPF DeWaay Fund 4, LLC; MP Income Fund 11,
LP; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF Flagship Fund 12, LLC;
Sutter Opportunity Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MacKenzie
Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF
Acquisition Co. 3, LLC; MP Value Fund 7, LLC; MacKenzie Patterson Special Fund
5, LLC; MPF Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund
II, LLC; MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund 4, LLC; MPF
DeWaay Fund 3, LLC; MPF DeWaay Fund 5, LLC; MPF Income Fund 22, LLC; MPF Income
Fund 23, LLC (collectively the "Purchasers") to purchase all beneficial
assignment certificates representing limited partnership interests (the "BACs")
in CRI Hotel Income Partners, LP (the "Partnership"), the subject company, not
already held by purchasers and their affiliates at a purchase price equal to
$12.50 per BAC, less the amount of any distributions declared or made with
respect to the BACs between April 3, 2007 (the "Offer Date") and May 4, 2007 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 April 3, 2007 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. As noted above, the Offer price would be subject to reduction for
distributions made or declared prior to the Expiration Date. Any distributions
made or declared after the Expiration Date, by the terms of the Offer and as set
forth in the Letter of Transmittal, would be assigned by tendering BAC holders
to the Purchasers.
In the event of a price reduction resulting from a Partnership
distribution declared or made after the Offer Date and before the Expiration
Date, as described above, the Purchasers will file an amendment to this Schedule
TO reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of BACs will include the tender of any and all securities into
which the BACs may be converted and any securities distributed with respect to
the BACs from and after the Offer Date.
The Partnership had 997 holders of record owning an aggregate of 868,662
BACs as of MARCH 23, 2007, according to its Annual Report on Form 10-K for the
fiscal year ending December 31, 2006. The Purchasers and their affiliates
currently beneficially own 81,130 BACs, or 9.34% of the outstanding BACs. The
782,163 BACs subject to the Offer constitute 100% of the outstanding BACs not
already owned by the Purchasers and their affiliates. Consummation of the offer,
if all BACs sought are tendered, would require payment by the Purchasers of up
to $9,777,038 in aggregate Purchase Price, which the Purchasers intend to fund
out of their current working capital.
The address of the Partnership's principal executive offices is 11200
Rockville Pike, Rockville, Maryland 20852, and its phone number is (301)
468-9200.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated April 3, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to BAC holders dated April 3, 2007
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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: April 3, 2007
MPF-NY 2007, LLC; Moraga Gold, LLC; MPF Badger Acquisition Co., LLC; MPF Senior
Note Program I, LP; MPF DeWaay Fund 4, LLC; MP Income Fund 11, LP; MP Income
Fund 12, LLC; MP Income Fund 14, LLC; MPF Flagship Fund 12, LLC; Sutter
Opportunity Fund 4, LLC; MPF ePlanning Opportunity Fund, LP; MacKenzie Patterson
Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF Acquisition
Co. 3, LLC; MP Value Fund 7, LLC; MacKenzie Patterson Special Fund 5, LLC; MPF
Special Fund 8, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC;
MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund 4, LLC; MPF DeWaay Fund
3, LLC; MPF DeWaay Fund 5, LLC; MPF Income Fund 22, LLC; MPF Income Fund 23, LLC
By: /s/ Chip Patterson
---------------------------
Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
STEVEN GOLD
/s/ Steven Gold
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(1) Offer to Purchase dated April 3, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to BAC holders dated April 3, 2007