Kaanapali Land Llc - Amended tender offer statement by Third Party (SC TO-T/A)
06 3월 2008 - 4:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_______________________
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
___________________
KAANAPALI
LAND, LLC
(Name of
Subject Company)
SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 4, LLC; MPF FLAGSHIP FUND 11, LLC;
MPF DEWAAY PREMIER FUND 4, LLC; MPF SPECIAL FUND 8, LLC AND MACKENZIE PATTERSON
FULLER, LP
(Bidders)
UNITS OF
LIMITED PARTNERSHIP INTEREST
(Title of
Class of Securities)
None or
unknown
(CUSIP
Number of Class of Securities)
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Copy
to:
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Christine
Simpson
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Chip
Patterson, Esq.
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MacKenzie
Patterson Fuller, LP
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MacKenzie
Patterson Fuller, LP
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1640
School Street
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1640
School Street
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Moraga,
California 94556
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Moraga,
California 94556
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(925)
631-9100 ext. 1024
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(925)
631-9100 ext. 1006
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(Name,
Address, and Telephone Number of
Person
Authorized to Receive Notices and
Communications
on Behalf of Bidder)
Calculation
of Filing Fee
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Transaction
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Amount
of
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Valuation*
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Filing Fee
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$960,000
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$ 37.73
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*
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For
purposes of calculating the filing fee only. Assumes the
purchase of
32,000 Units at a purchase price equal to
$30 per Unit in cash.
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[X]
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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.
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Amount
Previously Paid: $ 37.73
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Form
or Registration Number: SC TO-T
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Filing
Party: MacKenzie Patterson Fuller, LP
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Date
Filed:
JANUARY 11,
2008
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[]
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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[X]
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third
party tender offer subject to Rule 14d-1.
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[]
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issuer
tender offer subject to Rule 13e-4.
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[]
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going
private transaction subject to Rule 13e-3
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[]
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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FINAL
AMENDMENT TO TENDER OFFER
This
Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 4, LLC; MPF FLAGSHIP FUND 11, LLC;
MPF DEWAAY PREMIER FUND 4, LLC; MPF SPECIAL FUND 8, LLC (collectively the
“Purchasers”) to purchase 32,000 Units of limited partnership interest (the
“Units”) in
Kaanapali Land, LLC
(the
“Partnership”), the subject company, at a purchase price equal to $30 per Unit,
less the amount of any distributions declared or made with respect to the Units
between
January 11, 2008
(the “Offer Date”) and February 29, 2008 (the “Expiration Date”), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
January 11, 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
6337
Units. Upon completion of
the Offer, the Purchasers held an aggregate of approximately 8,398 Units, or
approximately 0.46% of the total outstanding Units. These shares were
allocated among the Purchasers as follows:
SCM
SPECIAL FUND, LLC – 634 UNITS
SUTTER
OPPORTUNITY FUND 4, LLC – 2,851 UNITS
MPF
FLAGSHIP FUND 11, LLC – 2,852 UNITS
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: March
5, 2008
SCM
SPECIAL FUND, LLC; SUTTER OPPORTUNITY FUND 4, LLC; MPF FLAGSHIP FUND 11, LLC;
MPF DEWAAY PREMIER FUND 4, LLC; MPF SPECIAL FUND 8, LLC
By:
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/s/ Chip Patterson
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Chip
Patterson, Senior Vice President of Manager or General Partner of each
filing person
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MACKENZIE PATTERSON FULLER,
LP
By:
/s/ Chip
Patterson
Chip Patterson, Senior Vice
President
Kaanapali Land (PK) (USOTC:KANP)
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Kaanapali Land (PK) (USOTC:KANP)
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부터 7월(7) 2023 으로 7월(7) 2024