-----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, FnCxIk0DvfMwHH8QNcVrmoZbstZ/U3yIIa0JD3UNrc6mcT/Y1M1Aa6gaPBk3LT3h C1z42hg1b0jHLbu7S/KsOQ== 0001169232-06-004673.txt : 20061201 0001169232-06-004673.hdr.sgml : 20061201 20061201152211 ACCESSION NUMBER: 0001169232-06-004673 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 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: 061251061 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 d70075_scto-ta.txt AMENDMENT TO SCHEDULE TO 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) 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; AND 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: $240.75 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: October 31, 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: |_| The Schedule TO filed as of October 31, 2006 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 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; and MPF Flagship Fund 11, LLC (collectively the "Purchasers") to purchase up to 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 $200 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 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 October 31, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers have extended the Expiration Date to December 22, 2006, less the amount of any distributions declared or made with respect to the Units between the Offer Date and the Expiration Date. As of the date hereof, a total of 252 Units have been tendered by unitholders and not withdrawn. No other Units have been tendered to date. The Purchasers have also increased the Offer Price to $200 per Unit. Item 12. Exhibits. (a)(1) Offer to Purchase dated October 31, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated October 31, 2006* (a)(4) Supplemental Letter to Unitholders dated December 1, 2006 (a)(5) Form of Press Release (b)-(h) Not applicable. 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: December 1, 2006 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; and MPF Flagship Fund 11, LLC 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 EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated October 31, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated October 31, 2006* (a)(4) Supplemental Letter to Unitholders dated December 1, 2006 (a)(5) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on October 31, 2006. EX-99.(A)(4) 2 d70075_ex99-a4.txt SUPPLEMENTAL LETTER TO UNITHOLDERS Exhibit (a)(4) December 1, 2006 TO: UNIT HOLDERS OF CENTURY PROPERTIES FUND XIX SUBJECT: INCREASED AND EXTENDED OFFER TO PURCHASE UNITS AT $200 PER UNIT Dear Unit Holder: We are amending and extending the Offer to Purchase sent to you October 31, 2006 (the "Offer") made 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; AND MPF FLAGSHIP FUND 11, LLC; AND MACKENZIE PATTERSON FULLER, LP (collectively the "Purchasers"), who are offering to purchase up to 15,000 Units of limited partnership interest (the "Units") in CENTURY PROPERTIES FUND XIX (the "Partnership"). You may wish to consider the following factors in deciding whether to sell your Units: o The offer is hereby amended to increase the price payable to ALL Unitholders to $200 per Unit. o This price is 33% per Unit higher than the original offer. o The Purchasers are extending the Expiration Date to December 22, 2006. o If you sell your Units to us this year, the 2006 tax year will be the final year for which you will be obligated to file a Schedule K-1 for the Partnership with your tax return. This may represent a reduction in costs associated with filing complicated tax returns. Your decision to sell may have other favorable or unfavorable tax consequences and you should consult your individual tax adviser. As of the date hereof, 252 Units have yet been tendered by securities holders. No other Units have been tendered to date. After carefully reading the enclosed Offer, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax (then mail) a duly completed and executed copy of the Letter of Transmittal (printed on pink paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at: MacKenzie Patterson Fuller, LP 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 If you have any questions or need assistance, please call the Depository at 800-854-8357. Unitholders should read the Offer to Purchase and the related materials carefully because they contain important information. Unitholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Unitholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. If you have already submitted a Letter of Transmittal, there is no need to do anything as your Units are already accounted for by the Purchasers and you will automatically receive the higher Offer Price. This Offer expires (unless extended) December 22, 2006. EX-99.(A)(5) 3 d70075_ex99-a5.txt FORM OF PRESS RELEASE Exhibit (a)(5) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, LP announces an extension and amendment of tender offer for Century Properties Fund XIX. Moraga, Calif. (Market Wire)--December 1, 2006-- 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; AND MPF FLAGSHIP FUND 11, LLC; AND MACKENZIE PATTERSON FULLER, LP (the "Purchasers") have extended the expiration date with respect to their tender offer for units of limited partnership interests (the "Units") in Century Properties Fund XIX (the "Partnership"), pursuant to a letter to be mailed to unitholders as soon as practicable after the date of this release. The expiration date has been extended through December 22, 2006. The Offer Price has also been increased to $200 per Unit. As of the date hereof, a total of 252 Units have been tendered by unitholders and not withdrawn. No other Units have been tendered to date. Unitholders should read the Offer to Purchase and the related materials carefully because they contain important information. Unitholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Unitholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. Contact: Christine Simpson, 800-854-8357 x.224 MacKenzie Patterson Fuller, LP 1640 School Street, Suite 100 Moraga, California 94556 -----END PRIVACY-ENHANCED MESSAGE-----