whitestonescheduleto511final.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 2
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
WHITESTONE REIT
(Name of Subject Company)
MPF DEWAAY FUND 7, LLC, MPF BLUE RIDGE FUND II, LLC, MPF SENIOR NOTE PROGRAM I, LP, MPF SENIOR NOTE PROGRAM II, LP, MPF BADGER ACQUISITION CO., LLC, MACKENZIE PATTERSON SPECIAL FUND 5, LLC, MPF FLAGSHIP FUND 14, LLC; SCM SPECIAL FUND 2, LP, MP VALUE FUND 7, LLC, MP INCOME FUND 16, LLC, MPF PLATINUM FUND, LP, MPF FLAGSHIP FUND 12, LLC, MPF INCOME FUND 26, LLC; MPF NORTHSTAR FUND, LP, AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
CLASS A COMMON SHARES
(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. 1024
|
|
(925) 631-9100 ext. 1006
|
(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
|
| |
|
|
| |
$1,550,000
|
$179.96
|
|
*
|
For purposes of calculating the filing fee only. Assumes the purchase of 155,000 Shares at a purchase price equal to $10 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: $179.96
|
| |
Form or Registration Number: SC TO-T
|
| |
Filing Party: MacKenzie Patterson Fuller, LP
|
| |
Date Filed: May 6, 2011
|
| |
|
|
[]
|
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: [X]
|
| |
|
| |
|
FINAL AMENDMENT TO TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF DeWaay Fund 7, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior Note Program I, LP, MPF Senior Note Program II, LP, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 5, LLC, MPF Flagship Fund 14, LLC MP Value Fund 7, LLC, MP Income Fund 16, LLC, MPF Platinum Fund, LP, MPF Flagship Fund 12, LLC, MPF Income Fund 26, LLC; MPF Northstar Fund, LP, SCM Special Fund 2, LP (collectively the “Purchasers”) to purchase up to 155,000 Class A common shares (the “Shares”) in WHITESTONE REIT (the “Corporation”), the subject company, at a purchase price equal to $10 per Share, less the amount of any dividends declared or made with respect to the Shares between May 6, 2011 (the “Offer Date”) and June 6, 2011, 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 May 6, 2011 (the “Offer to Purchase”) and the related Assignment Form.
The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 8,621 Shares. Upon completion of the Offer, the Purchasers held an aggregate of approximately Shares, or approximately 4.7% of the total outstanding Class A Shares. These shares were allocated among the Purchasers as follows.
|
MPF DeWaay Fund 7, LLC
|
1839
|
|
MPF DeWaay Premier Fund 4, LLC
|
460
|
|
MPF Blue Ridge Fund II, LLC
|
460
|
|
MPF Senior Note Program I, LP
|
690
|
|
MPF Senior Note Program II, LP
|
920
|
|
MPF Badger Acquisition Co., LLC
|
1379
|
|
Mackenzie Patterson Special Fund 5, LLC
|
229
|
|
MPF Flagship Fund 14, LLC
|
920
|
|
SCM Special Fund 2, LP
|
1724
|
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: July 6, 2011
MPF DeWaay Fund 7, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior Note Program I, LP, MPF Senior Note Program II, LP, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 5, LLC, MPF Flagship Fund 14, LLC MP Value Fund 7, LLC, MP Income Fund 16, LLC, MPF Platinum Fund, LP, MPF Flagship Fund 12, LLC, MPF Income Fund 26, LLC; MPF Northstar Fund, LP
By: MacKenzie Patterson Fuller, LP, Manager/General Partner
|
By:
|
/s/ Chip Patterson
|
|
|
| |
Chip Patterson, Senior Vice President
|
|
|
SCM Special Fund 2, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager
|
By:
|
/s/ Chip Patterson
|
|
|
| |
Chip Patterson, Senior Vice President
|
|
|
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
Chip Patterson, Senior Vice President