SCM
Special Fund, LLC, MPF Badger Acquisition Co., LLC, Sutter Opportunity Fund 4,
LLC, MPF Senior Note Program II, LP, MPF ePlanning Opportunity Fund I, LP, MPF
Flagship Fund 13, LLC, MPF DeWaay Premier Fund 4, LLC, MPF DeWaay Premier Fund
2, LLC, MPF Flagship Fund 9, LLC, MP Falcon Fund, LLC, MPF DeWaay Premier Fund,
LLC, MPF Flagship Fund 12, LLC; AND
MACKENZIE PATTERSON FULLER, LP
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.
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 SCM
Special Fund, LLC, MPF Badger Acquisition Co., LLC, Sutter Opportunity Fund 4,
LLC, MPF Senior Note Program II, LP, MPF ePlanning Opportunity Fund I, LP, MPF
Flagship Fund 13, LLC, MPF DeWaay Premier Fund 4, LLC, MPF DeWaay Premier Fund
2, LLC, MPF Flagship Fund 9, LLC, MP Falcon Fund, LLC, MPF DeWaay Premier Fund,
LLC, MPF Flagship Fund 12, LLC
; (the
“Partnership”), the subject company, at a purchase price equal to $13,850 per Unit, less the
amount of any distributions declared or made with respect to the Units between
June 6, 2008 (the “Offer
Date”) and July 18, 2008
(the “Expiration Date”), upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 6, 2008 (the “Offer to
Purchase”) and the related Letter of Transmittal.
The Offer
resulted in the tender by unitholders, and acceptance for payment by the
Purchasers, of a total of 7.1728 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 7.1728 Units, or approximately
0.7% of the total outstanding Units. These shares were allocated
among the Purchasers as follows:
SCM
Special Fund, LLC: 2 Units
Sutter
Opportunity Fund 4, LLC: 5.1728
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.
SCM
Special Fund, LLC, MPF Badger Acquisition Co., LLC, Sutter Opportunity Fund 4,
LLC, MPF Senior Note Program II, LP, MPF ePlanning Opportunity Fund I, LP, MPF
Flagship Fund 13, LLC, MPF DeWaay Premier Fund 4, LLC, MPF DeWaay Premier Fund
2, LLC, MPF Flagship Fund 9, LLC, MP Falcon Fund, LLC, MPF DeWaay Premier Fund,
LLC, MPF Flagship Fund 12, LLC
; AND
MACKENZIE PATTERSON FULLER, LP.
By:
/s/ Chip
Patterson
Chip
Patterson, Senior Vice President of Manager or General Partner of each
filing person
MACKENZIE PATTERSON FULLER,
LP
By: /s/ Chip
Patterson
Chip Patterson, Senior Vice
President
Dates Referenced Herein and Documents Incorporated by Reference
