0001169232-05-002046.txt : 20120625
0001169232-05-002046.hdr.sgml : 20120625
20050408135107
ACCESSION NUMBER: 0001169232-05-002046
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20050408
DATE AS OF CHANGE: 20050408
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER INC
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
CITY: MORAGA
STATE: CA
ZIP: 94556
BUSINESS PHONE: 9256319100
FORMER COMPANY:
FORMER CONFORMED NAME: MACKENZIE PATTERSON INC
DATE OF NAME CHANGE: 20000111
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: 05741070
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
SC TO-T/A
1
d63301_scta.txt
AMENDMENT NO. 1 TO SC TO-T
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
-------------------
CENTURY PROPERTIES FUND XIX
(Name of Subject Company)
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE SPECIFIED
INCOME FUND; MP FALCON FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.; MPF DEWAAY PREMIER FUND 2 LLC; MP INCOME FUND 20, LLC; MP VALUE FUND
7, LLC; MPF SPECIAL FUND 8; MPF ACQUISITION CO 3, LLC; MORAGA GOLD, LLC; STEVEN
GOLD; MPF-NY 2005, LLC; MACKENZIE PATTERSON FULLER, INC.; AND C.E. PATTERSON
(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, 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
---------- ----------
$5,000,100.00 $588.51
* For purposes of calculating the filing fee only. Assumes the purchase of
16,667 Units at a purchase price equal to $300.00 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: $588.51
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: March 24, 2005
1
[ ] 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: [ ]
2
The Schedule TO filed as of March 24, 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
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE SPECIFIED
INCOME FUND; MP FALCON FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.; MPF DEWAAY PREMIER FUND 2 LLC; MP INCOME FUND 20, LLC; MP VALUE FUND
7, LLC; MPF SPECIAL FUND 8; MPF ACQUISITION CO 3, LLC; MORAGA GOLD, LLC; STEVEN
GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the
"Purchasers") to purchase up to 16,667 Units of limited partnership interest
(the "Units") in CENTURY PROPERTIES FUND XIX (the "Partnership"), the subject
company, at a purchase price equal to $300.00 per Unit, less the amount of any
distributions declared or made with respect to the Units between March 24, 2005
(the "Offer Date") and May 23, 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 24, 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 participant in the tender because he is deemed to
control the Purchasers, but is otherwise participating in the offer described in
this schedule.
Item 12. Exhibits.
--------
(a)(1) Offer to Purchase dated March 24, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated March 24, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Form of Letter to Unit holders dated April 8, 2005
(a)(6) Notice of Withdrawal from AIMCO, L.P. Tender Offer
(b)-(h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 24, 2005.
Item 13. Information Required by Schedule 13E-3.
--------------------------------------
Not applicable.
3
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: April 8, 2005
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
MACKENZIE SPECIFIED INCOME FUND
MP FALCON FUND, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.;
MPF DEWAAY PREMIER FUND 2 LLC
MP INCOME FUND 20, LLC
MP VALUE FUND 7, LLC
MPF SPECIAL FUND 8
MPF ACQUISITION CO 3, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
-----------------------------
Chip Patterson, Vice President of Manager or General Partner of each of the
above filing persons
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
-----------------------------
Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
------------------
STEVEN GOLD
/s/ Steven Gold
---------------
4
EX-99.(A)(5)
2
d63301_ex99a5.txt
FORM OF LETTER TO UNIT HOLDERS DATED APR. 8, 2005
Exhibit (a)(5)
5
April 8, 2005
SUBJECT: OFFER TO PURCHASE CENTURY PROPERTIES FUND XIX UNITS AT $300 PER UNIT
[Investor name and address]
Dear Century Properties Fund XIX Investor:
Your General Partner has recently extended its tender offer to purchase units of
Century Properties Fund XIX to April 27, 2005, but did not increase the offer
price.
Accelerated High Yield Institutional Investors, LTD., L.P.; MacKenzie Specified
Income Fund; MP Falcon Fund, LLC; Accelerated High Yield Institutional Fund,
LTD., L.P.; MPF DeWaay Premier Fund 2 LLC; MP Income Fund 20, LLC; MP Value Fund
7, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, LLC; Moraga Gold, LLC;
Steven Gold; MPF-NY 2005, LLC; and MacKenzie Patterson Fuller, Inc. (the
"Purchasers") are offering $300 per Unit, 15% higher than your general partner.
If you have previously tendered your Units to AIMCO Properties, L.P. pursuant to
its Tender Offer dated February 16, 2005, you may withdraw your Units from that
offer and tender your Units pursuant to our offer. We have enclosed a notice of
withdrawal that you may send to your general partner if you wish to receive a
higher price for your Units.
Reasons to consider selling your interest in the Partnership to MacKenzie
Patterson Fuller, Inc.:
o 15% HIGHER THAN GENERAL PARTNER, AIMCO. Your general partner's offer
----------------------------------------
is $261.28 per Unit and we are offering $300 per Unit.
o IN 2004, RENTAL INCOME DECREASED BY 3% AND OPERATING EXPENSES INCREASED
---------------------------------------------------------------------------
BY 5.2%. If this trend continues, distributions could decrease.
-------
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with the
--------------------------------------
opportunity to receive a guaranteed amount of money in a specified time
period.
The Purchasers currently have sufficient funded capital to fund all of its
commitments under this offer and all other tender offers they are presently
making. See "DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?" in our Offer.
If your general partner's offer and the Purchasers' Offer are very successful,
the Partnership could end up having fewer than 300 unit holders, which could
result in it being deregistered. See "WILL THE PARTNERSHIP CONTINUE AS A PUBLIC
COMPANY?" in our Offer. If you tender your Units to us, we will pay you promptly
after the close of the Offer and confirmation of transfer by the general
partner. If you have any questions or need assistance, please call the
Depository at 800-854-8357, or email us at: offers@mpfi.com.
This offer expires (unless extended) May 23, 2005.
Sincerely,
MACKENZIE PATTERSON FULLER, INC.
6
EX-99.(A)(6)
3
d63301_ex99a6.txt
NOTICE OF WITHDRAWAL FROM AIMCO, L.P.
Exhibit (a)(6)
7
NOTICE OF WITHDRAWAL
The undersigned hereby withdraws units of limited partnership interest in
Century Properties Fund XIX ("Units") heretofore tendered by the undersigned to
AIMCO Properties, L.P. pursuant to its tender offer dated February 16, 2005, as
amended to date.
Name of person who tendered Units: ____________________________________________
Name of registered Unit holder (if different):_________________________________
Number of Units to be withdrawn (state "all" if all Units tendered are to be
withdrawn): __________
Date: _______________, 2005
____________________________________
Signature of Withdrawing Unit Holder
______________________________________
Signature of Joint Unit Holder, if any
INSTRUCTIONS
For a withdrawal to be effective, a written notice of withdrawal must be
timely received by the information agent for AIMCO Properties, L.P. at its
address or facsimile number set forth below. Any such notice of withdrawal must
specify the name of the person who tendered the number of Units to be withdrawn
and the name of the registered holder of such Units, if different from the
person who tendered. In addition, the notice of withdrawal must be signed by the
person who signed AIMCO Properties, L.P.'s letter of transmittal in the same
manner as such letter of transmittal was signed. The information agent and its
contact information are as follows:
THE ALTMAN GROUP, INC.
By Mail:
1275 Valley Brook Avenue
Lyndhurst, NJ 07071
By Overnight Courier:
1275 Valley Brook Avenue
Lyndhurst, NJ 07071.
By Fax: (201) 460-0050
For information, please call:
By Telephone: TOLL FREE: (800) 467-0821
8