-----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, FEuvlKd//N0NkFMqnxZagHa9HUqKdNhjYw4swl5cXDZGKVHge8rXIDMDxpT8HmAM 3dQNBiyx6Rf9HCA5ukty4Q== 0001011723-07-000100.txt : 20070606 0001011723-07-000100.hdr.sgml : 20070606 20070606154316 ACCESSION NUMBER: 0001011723-07-000100 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXII CENTRAL INDEX KEY: 0000740156 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942939418 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43359 FILM NUMBER: 07904018 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 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES FUND XXI DATE OF NAME CHANGE: 19840918 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 mpfcenturyxxiitota1.txt AMENDMENT NO. 1 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 GROWTH FUND XXII (Name of Subject Company) MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I, LP; SCM Special Fund, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, 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 $92.10 (2,620,000) (80.43) ----------- ------- $ 380,000 $11.67 * For purposes of calculating the filing fee only. Assumes the purchase of 20,000 Units at a purchase price equal to $150 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: $80.43 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: May 3, 2007 [ ] 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 May 3, 2007 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 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I, LP; SCM Special Fund, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, LLC (collectively the "Purchasers") to purchase up to 20,000 Units of limited partnership interest (the "Units") in Century Properties Growth Fund XXII (the "Partnership"), the subject company upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 3, 2007 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer is hereby amended to extend the Expiration Date to July 15, 2007 and to increase the purchase price to $150 per Unit, less the amount of any distributions declared or made with respect to the Units between May 3, 2007 (the "Offer Date") and July 15, 2007 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 April 18, 2007 (the "Offer to Purchase") and the related Letter of Transmittal. Item 12. Exhibits. (a)(1) Offer to Purchase dated May 3, 2007* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated May 3, 2007* (a)(4) Supplemental letter to unit holders dated June 6, 2007 (a)(5) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 3, 2007 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: June 6, 2007 MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I, LP; SCM Special Fund, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, 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 May 3, 2007* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated May 3, 2007* (a)(4) Supplemental letter to unit holders dated June 6, 2007 (a)(5) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on May 3, 2007 EX-99 2 mpfcenturyxxiitota1exa4.txt EXHIBIT (A)(4) SUPPLEMENTAL LETTER Exhibit (a)(4) June 6, 2007 TO: UNIT HOLDERS OF CENTURY PROPERTIES GROWTH FUND XXII SUBJECT: OFFER TO PURCHASE UNITS AT HIGHER PRICE AND EXTENSION OF EXPIRATION DATE Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you on May 3, 2007, (the "Offer"), which was made by the Purchasers identified in the Offer. The Purchasers are offering to purchase up to 20,000 Units of limited partnership interest (the "Units") in CENTURY PROPERTIES GROWTH FUND XXII (the "Partnership") at the increased Offer Price of: $150 per Unit ------------- The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in CENTURY PROPERTIES GROWTH FUND XXII without the usual transaction costs associated with market sales or partnership transfer fees. Reasons you may wish to sell your Units include: o GP REMAINS NEUTRAL. The General Partner has remained neutral in its recommendation regarding our Offer. 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 general partner has given no indication when the partnership will be liquidating. The Partnership term extends through 2016! o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your Units will be the final year for which you will be obligated to file a 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 potential sellers should consult their individual tax advisers. The Purchasers are extending the Expiration Date to July 15, 2007. You can view the amended Offer materials at www.mpfi.com (Click on MPF Tenders). If you already completed and sent a Letter of Transmittal to the Depositary, you need not send another, you will automatically receive the higher price. Please note that a Medallion Guarantee is no longer required. 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 This Offer expires (unless extended) July 15, 2007. EX-99 3 mpfcenturyxxiitota1exa5.txt EXHIBIT (A)(5) PRESS RELEASE Exhibit (a)(5) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, LP announces an extension of and amendment to the tender offer for CENTURY PROPERTIES GROWTH FUND XXII Moraga, Calif. (Market Wire)--June 5, 2007-- MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Senior Note Program I, LP; SCM Special Fund, LLC; MPF Income Fund 23, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Special Fund 8, LLC; MPF Acquisition Co. 3, 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 GROWTH FUND XXII (the "Partnership"), through July 15, 2007 and increased the Offer Price to $150 per Unit. As of the date hereof, a total of 64 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-----