-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CuGuTllQvVwRh4OFiH6pL7LZyavAzcK8y9+bwtIRcHBigbpRaXWz/4f3TJM17282 mfA6UMbWjWVne4VsO1iV6w== 0001011723-07-000004.txt : 20070104 0001011723-07-000004.hdr.sgml : 20070104 20070104171025 ACCESSION NUMBER: 0001011723-07-000004 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX CENTRAL INDEX KEY: 0000705752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942887133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43357 FILM NUMBER: 07510479 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC TO-T/A 1 mpfcenturyxixtota2final.txt FINAL AMENDMENT 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 ___________________ CENTURY PROPERTIES FUND XIX (Name of Subject Company) MPF-NY 2006, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF BLUE RIDGE FUND I, LLC; MPF SENIOR NOTE PROGRAM I, LP; MPF FLAGSHIP FUND 12, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MPF DEWAAY PREMIER FUND 4, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF FLAGSHIP FUND 11, 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) _______________________ 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 $3,000,000 $ 321.00 * For purposes of calculating the filing fee only. Assumes the purchase of 15,000 Units at a purchase price equal to $200 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: $ 321.00 Form or Registration Number: SC TO-T; SC TO-TA Filing Party: MacKenzie Patterson Fuller, LP Date Filed: October 31, 2006; December 1, 2006 [ ] 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-NY 2006, LLC; MPF DeWaay Premier Fund, LLC; MPF Blue Ridge Fund I, LLC; MPF Senior Note Program I, LP; MPF Flagship Fund 12, LLC; MP Value Fund 6, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF DeWaay Premier Fund 4, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Flagship Fund 11, LLC; and MacKenzie Patterson Fuller, LP (collectively the "Purchasers") to purchase 15,000 Units of limited partnership interest (the "Units") in Century Properties Fund XIX (the "Partnership"), the subject company, at a purchase price equal to $150 per Unit, less the amount of any distributions declared or made with respect to the Units between October 31, 2006 (the "Offer Date") and December 22, 2006 (the "Expiration Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 31, 2006 (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 597 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 2,495 Units, or approximately 2.79% of the total outstanding Units. These shares were allocated among the Purchasers as follows: MPF-NY 2006, LLC - 60 Units; and MPF DeWaay Premier Fund, LLC - 537 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: January 4, 2007 MPF-NY 2006, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF BLUE RIDGE FUND I, LLC; MPF SENIOR NOTE PROGRAM I, LP; MPF FLAGSHIP FUND 12, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MPF DEWAAY PREMIER FUND 4, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF FLAGSHIP FUND 11, 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 -----END PRIVACY-ENHANCED MESSAGE-----