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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NATIONAL PROPERTY INVESTORS 6
(Name of Subject Company)
MPF-NY 2005, LLC, STEVEN GOLD, MORAGA GOLD, LLC, MACKENZIE PATTERSON SPECIAL
FUND 7, LLC, MPF SPECIAL FUND 8, LLC, MP FALCON GROWTH FUND 2, LLC, MP VALUE
FUND 7, LLC, MPF FLAGSHIP 9, LLC, MPF DEWAAY PREMIER 2, LLC, MACKENZIE PATTERSON
FULLER, INC, and C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
(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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$1,650,000 $247.50
* For purposes of calculating the filing fee only. Assumes the purchase
of 30,000 Units at a purchase price equal to $55.00 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: $247.50
Form or Registration Number: SC TO
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: March 23, 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: [ ]
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The Schedule TO filed as of March 23, 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-NY 2005, LLC, STEVEN GOLD, MORAGA GOLD, LLC, MACKENZIE PATTERSON SPECIAL
FUND 7, LLC, MPF SPECIAL FUND 8, LLC, MP FALCON GROWTH FUND 2, LLC, MP VALUE
FUND 7, LLC, MPF FLAGSHIP 9, LLC, MPF DEWAAY PREMIER 2, LLC, and MACKENZIE
PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase up to 30,000
Units of limited partnership interest (the "Units") in National Property
Investors 6, a California limited partnership (the "Partnership"), the subject
company, at a purchase price equal to $55.00 per Unit, less the amount of any
distributions declared or made with respect to the Units between March 23, 2005
(the "Offer Date") and May 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 March 23, 2005 (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 Unit holders to the Purchasers. C.E. Patterson is
named as a "bidder" herein because it is deemed to control the Purchasers, but
is not otherwise participating in the offer described in this schedule.
The first sentence of Section 2 of the Offer is replaced with the following:
"Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchasers will accept for payment, and will pay for, Units
validly tendered and not withdrawn in accordance with Section 4, promptly
following the Expiration Date and upon confirmation that the general partner
will recognize the change of address for distributions and correspondence on the
Units."
The Purchasers currently have sufficient funded capital to fund all of their
commitments under this offer and all other tender offers they are presently
making. If the Offer is very successful, the Partnership could end up having
fewer than 300 unit holders, which could result in it being deregistered and the
loss of the associated protections of registration.
Although the Purchasers are purchasing Units, and not the Partnership's
underlying assets, the Purchasers are purchasing the Units because of the value
of the underlying assets.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated March 23, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated March 23, 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 March 23, 2005.
Item 13. Information Required by Schedule 13E-3.
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Not applicable.
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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: May 2, 2005
MPF-NY 2005, LLC
MORAGA GOLD, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MPF SPECIAL FUND 8, LLC
MP FALCON GROWTH FUND 2, LLC
MP VALUE FUND 7, LLC
MPF FLAGSHIP 9, LLC
MPF DEWAAY PREMIER 2, LLC
By MacKenzie Patterson Fuller, Inc., General Partner or Manager of the above
Filing Persons
By: /s/ CHRISTINE SIMPSON
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Christine Simpson, Vice President
MACKENZIE PATTERSON FULLER, INC.
By: /s/ CHRISTINE SIMPSON
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Christine Simpson, Vice President
STEVEN GOLD
/s/ Steven Gold
C.E. PATTERSON
/s/ C.E. Patterson
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