-----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, VQYybLO4+Aou3TDyTxM6KyfRDTB7Cv7nIQcMcAhQ7EDIJHXM0bW3Z39e5gNX2X8M DyUUxADToGpg8OMWEu+jbA== 0001011723-05-000093.txt : 20060831 0001011723-05-000093.hdr.sgml : 20060831 20050526160638 ACCESSION NUMBER: 0001011723-05-000093 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20060117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD MILESTONE PLUS L P CENTRAL INDEX KEY: 0000808460 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 521494615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40562 FILM NUMBER: 05860302 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIR STREET 2: 4TH FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 4073949260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIXON ROBERT E CENTRAL INDEX KEY: 0001103016 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: BUSINESS PHONE: 4157881444 MAIL ADDRESS: STREET 1: 220 MONTGOMERY STREET STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC TO-T/A 1 sutter3concordtota1.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 ------------------- CONCORD MILESTONE PLUS, LP (Name of Subject Company) SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC, SCM-CMP ACQUISITION FUND, LLC, MACKENZIE PATTERSON FULLER, INC., ROBERT E. DIXON and C.E. PATTERSON (Bidders) Equity Units of Limited Partnership Interest, Each Composed of One Class A Interest and one Class B Interest (Title of Class of Securities) None or unknown (CUSIP Number of Class of Securities) ----------------------- Copy to: Copy to: Robert Dixon Chip Patterson Sutter Capital Management, LLC MacKenzie Patterson Fuller, Inc. 220 Montgomery Street, Suite 2100, 1640 School Street San Francisco, California 94104 Moraga, California 94556 (415) 788-1441 (925) 631-9100 (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 $3,797,000 $446.91 * For purposes of calculating the filing fee only. Assumes the purchase of 1,518,800 of the Equity Units of Limited Partnership Interest ("Units") at a purchase price equal to $2.50 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: $446.91 Form or Registration Number: SC TO-T Filing Party: Robert Dixon Date Filed: April 27, 2005 [ ] 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 April 27, 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 SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC, SCM SPECIAL FUND, LLC, and MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers") to purchase any and all outstanding Equity Units of Limited Partnership Interest, each Composed of One Class A Interest and one Class B Interest ( each such Equity unit a "Unit") in CONCORD MILESTONE PLUS, LP (the "Partnership"), the subject company, at a purchase price equal to $2.50 per Unit, less the amount of any distributions declared or made with respect to the Units between May 26, 2005 and June 10, 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 April 27, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. Robert E. Dixon and C.E. Patterson are named as a "bidders" herein because they are deemed to control the Purchasers, but neither is otherwise participating in the offer described in this schedule. As of the date hereof, a total of 18,497 Units have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. This amendment increases the Offer Price by $0.0326 per Unit to offset the decrease in the Offer Price by the $0.0326 per Unit distribution declared by the General Partner, leaving the Offer Price at $2.50 per Unit. The Expiration Date has been extended to June 10, 2005. The Offer to Purchase and Letter of Transmittal are amended by deleting all references to "proration" and correcting the name of one of the Purchasers, SCM Special Fund, LLC (which was incorrectly listed as SCM-CMP Acquisition Fund, LLC). The fourth paragraph of Section 2 of the Offer is hereby replaced with the following: If any tendered Units are not purchased for any reason, the Letter of Transmittal with respect to such Units not purchased will be of no force or effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchasers are unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchasers' rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Units and such Units may not be withdrawn (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. The third paragraph of Section 5 of the Offer to Purchase is amended by deleting the following parenthetical reference: "(other than an increase of not more than 2% of the securities sought)." No subsequent offering period will be available. The first sentence of Section 6 of the Offer is amended by deleting "FOR GENERAL INFORMATION ONLY AND". Section 12 of the Offer is amended by changing the estimate of related fees and expenses to $37,000. Item 12. Exhibits. -------- (a)(1) Offer to Purchase dated April 27, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated April 27, 2005* (a)(4) Form of Letter to Unit holders dated May 26, 2005 (a)(5) Revised Letter of Transmittal (a)(6) Form of Press Release (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 27, 2005. 2 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: May 26, 2005 SUTTER OPPORTUNITY FUND 3, LLC SUTTER OPPORTUNITY FUND 3 (TE), LLC SCM SPECIAL FUND, LLC By: /s/ Robert E. Dixon ----------------------------------- Robert E. Dixon, Manager of Sutter Capital Management, LLC, Manager of each such Bidder MACKENZIE PATTERSON FULLER, INC. By: /s/ Chip Patterson ----------------------------------- Chip Patterson, Senior Vice President ROBERT E. DIXON /s/ Robert E. Dixon - ----------------------------------- Robert E. Dixon, C.E. PATTERSON /s/ C.E. Patterson - ----------------------------------- C.E. Patterson 3 EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated April 27, 2005* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated April 27, 2005* (a)(4) Form of Letter to Unit holders dated May 26, 2005 (a)(5) Revised Letter of Transmittal (a)(6) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 27, 2005. EX-99 3 sutter3concordtota1ex4.txt EXHIBIT (A)(4) LETTER TO UNIT HOLDERS Exhibit (a)(4) May 26, 2005 TO: EQUITY UNIT HOLDERS OF CONCORD MILESTONE PLUS, LP SUBJECT: AMENDED AND EXTENDED OFFER TO PURCHASE UNITS FOR $2.50 PER UNIT Dear Unit holder: We are amending and extending the Offer to Purchase (the "Offer") sent to you on April 27, 2005, by Sutter Opportunity Fund 3, LLC, Sutter Opportunity Fund 3 (TE), LLC, SCM Special Fund, LLC, and MacKenzie Patterson Fuller, Inc. (the "Purchasers") for any and all outstanding Equity Units, each Equity Unit consisting of one Class A Interest and one Class B Interest ( with each such Equity Unity referred to herein as a "Unit") in CONCORD MILESTONE PLUS, LP, (the "Company") at a purchase price equal to: $2.50 per Unit The General Partner declared a $0.0326 per Unit distribution, which pursuant to the terms of the Offer would have reduced the Offer Price by that amount; however, we are now amending the Offer to increase the Offer Price back up to $2.50 per Unit. Further, we are extending the Expiration Date to June 10, 2005. The Purchasers are making the following additional disclosures or clarifications: (1) the Offer is for "Equity Units," each of which consist of a Class A and Class B Interest. We are not offering to purchase Class A or B Interests separately; (2) In addition to the recent trading prices indicated in our Offer, there were trades at $1.50 per Equity Unit in the Fourth Quarter 2004 according to the Stanger Report, and the General Partner has indicated that it processed trades since December 31, 2004 ranging from $0.75 to $1.65 per Equity Unit; (3) the Offer will not have a subsequent offering period; (4) Section 6 of the Offer is not limited to general information only; (5) if the Offer results in there being fewer than 300 Unit holders in the Partnership, the Purchasers would advocate deregistration to save compliance time and costs, but this would result in the concomitant loss of the protections afforded to the remaining Unit holders from registration under the Securities Exchange Act; (6) the original Offer incorrectly identified one of the Purchasers as SCM-CMP Acquisition Fund, but the correct name is SCM Special Fund, LLC; and (7) the estimate of Purchasers' fees and expenses in Section 12 should be $37,000. To respond to our offer, instruct your broker to tender your Units to Depository Trust Company, or complete and return a Letter of Transmittal to the Purchasers. As of the date hereof, a total of 18,497 Units have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. Additional copies of the Letter of Transmittal and Offer documents may be obtained free of charge by contacting the Purchasers at the number below, or at our website, www.mpfi.com (click on MPF Tenders), or from the Securities Exchange Commission website at www.sec.gov. If you elect to tender your Units with a Letter of Transmittal, fax a duly completed and executed copy of the Letter of Transmittal, and any other documents required by the Letter of Transmittal, to the Purchasers at: MacKenzie Patterson Fuller, Inc., 1640 School Street Moraga, California 94556 Facsimile: (925) 631-9119 Email: offers@mpfi.com If you have any questions or need assistance, please call the Purchasers at (800) 854-8357. This Offer expires (unless extended) June 10, 2005. EX-99 4 sutter3concordtota1exa5.txt EXHIBIT (A)(5) TRANSMITTAL Exhibit (a)(5) LETTER OF TRANSMITTAL THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON JUNE 10, 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED. Deliver to: MacKenzie Patterson Fuller, Inc. 1640 School Street Moraga, California 94556 For Assistance: (800) 854-8357 Via Facsimile: (925) 631-9119 E-Mail Address: offers@mpfi.com (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS PRINTED TO THE LEFT) To participate in the Offer, a duly executed copy of this Letter of Transmittal and any other documents required by this Letter of Transmittal must be received by the Depositary on or prior to the Expiration Date. Delivery of this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Unit holder. Please use the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is to be completed by holders of Units of limited partnership interest in CONCORD MILESTONE PLUS, LP (the "Partnership"), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Offer to Purchase. PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS To whom it may concern: The undersigned hereby tenders to Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special Fund, LLC; and MacKenzie Patterson Fuller, Inc. (collectively the "Purchasers") all of the Class A and Class B limited partnership interests ("Units") in the Partnership held by the undersigned as set forth above (or, if less than all such Units, the number set forth below in the signature box), at a purchase price equal to $2.50 per Unit, less the amount of any distributions made or declared with respect to the Units between May 26, 2005 and the Expiration Date, and upon the other terms and subject to the conditions set forth in the Offer to Purchase, dated April 27, 2005 (the "Offer to Purchase") and in this Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"). Receipt of the Offer to Purchase is hereby acknowledged. Subject to and effective upon acceptance for payment of any of the Units tendered hereby, the undersigned hereby sells, assigns, and transfers to, or upon the order of, Purchasers all right, title, and interest in and to such Units which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchasers as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Units, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Units and transfer ownership of such Units, on the books of the Partnership, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchasers and, upon payment of the purchase price in respect of such Units by the Purchasers, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units all in accordance with the terms of the Offer. Subject to and effective upon the purchase of any Units tendered hereby, the undersigned hereby requests that each of the Purchasers be admitted to the Partnership as a "substitute Limited Partner" under the terms of the Partnership Agreement of the Partnership. Upon the purchase of Units pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Units will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). In addition, by executing this Letter of Transmittal, the undersigned assigns to the Purchasers all of the undersigned's rights to receive distributions from the Partnership with respect to Units which are purchased pursuant to the Offer, other than distributions declared or paid through the Expiration Date and to change the address of record for such distributions on the books of the Partnership. Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Units. The undersigned hereby represents and warrants that the undersigned owns the Units tendered hereby within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly tender, sell, assign, and transfer the Units tendered hereby, and that when any such Units are purchased by the Purchasers, the Purchasers will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claim. Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchasers to be necessary or desirable to complete the assignment, transfer, and purchase of Units tendered hereby. The undersigned understands that a tender of Units to the Purchasers will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchasers to effect a change of distribution address to MacKenzie Patterson Fuller, Inc. at 1640 School Street, Moraga, California, 94556. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment will be destroyed by the Purchasers. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. ================================================================================ SIGNATURE BOX (Please complete Boxes A, B, C and D on the following page as necessary) ================================================================================ Please sign exactly as your name X------------------------------------- is printed (or corrected) above, (Signature of Owner) Date and insert your Taxpayer Identification Number or Social Security Number in the space provided below your signature. For joint owners, each joint owner must sign. (See Instructions 1) The signatory hereto hereby certifies under penalties of perjury the statements in Box B, Box C and if applicable, Box D. X------------------------------------- (Signature of Owner) Date If the undersigned is tendering less than all Units held the number of Units tendered is set forth below. Otherwise, all Units held by the undersigned are tendered hereby. Taxpayer I.D. or Social#______________ _____________ Units Telephone No. (day)_______________ (eve.)______________ 1 ================================================================================ BOX A ================================================================================ Medallion Signature Guarantee (Required for all Sellers) (See Instruction 1) Name and Address of Eligible Institution: ______________________________________ Authorized Signature ________________________________ Title ________________ Name _____________________________________________ Date ______________, 200_ ================================================================================ BOX B SUBSTITUTE FORM W-9 (See Instruction 3 - Box B) ================================================================================ The person signing this Letter of Transmittal hereby certifies the following to the Purchasers under penalties of perjury: (i) The TIN set forth in the signature box on the front of this Letter of Transmittal is the correct TIN of the Unit holder, or if this box [ ] is checked, the Unit holder has applied for a TIN. If the Unit holder has applied for a TIN, a TIN has not been issued to the Unit holder, and either: (a) the Unit holder has mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) the Unit holder intends to mail or deliver an application in the near future (it being understood that if the Unit holder does not provide a TIN to the Purchasers within sixty (60) days, 31% of all reportable payments made to the Unit holder thereafter will be withheld until a TIN is provided to the Purchasers); and (ii) Unless this box [ ] is checked, the Unit holder is not subject to backup withholding either because the Unit holder: (a) is exempt from backup withholding, (b) has not been notified by the IRS that the Unit holder is subject to backup withholding as result of a failure to report all interest or dividends, or (c) has been notified by the IRS that such Unit holder is no longer subject to backup withholding. Note: Place an "X" in the box in (ii) if you are unable to certify that the Unit holder is not subject to backup withholding. ================================================================================ BOX C FIRPTA AFFIDAVIT (See Instruction 3 - Box C) ================================================================================ Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg. 1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash equivalents, and the holder of the partnership interest is a foreign person. To inform the Purchasers that no withholding is required with respect to the Unit holder's interest in the Partnership, the person signing this Letter of Transmittal hereby certifies the following under penalties of perjury: (i) Unless this box [ ] is checked, the Unit holder, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign estate, or foreign trust (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S. social security number (for individuals) or employer identification number (for non-individuals) is correctly printed in the signature box on the front of this Letter of Transmittal; and (iii) the Unit holder's home address (for individuals), or office address (for non-individuals), is correctly printed (or corrected) on the front of this Letter of Transmittal. If a corporation, the jurisdiction of incorporation is __________. The person signing this Letter of Transmittal understands that this certification may be disclosed to the IRS by the Purchasers and that any false statements contained herein could be punished by fine, imprisonment, or both. ================================================================================ BOX D SUBSTITUTE FORM W-8 (See Instruction 4 - Box D) ================================================================================ By checking this box [ ], the person signing this Letter of Transmittal hereby certifies under penalties of perjury that the Unit holder is an "exempt foreign person" for purposes of the backup withholding rules under the U.S. federal income tax laws, because the Unit holder: (i) Is a nonresident alien individual or a foreign corporation, partnership, estate, or trust; (ii) If an individual, has not been and plans not to be present in the U.S. for a total of 183 days or more during the calendar year; and (iii) Neither engages, nor plans to engage, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. 2 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Tender, Signature Requirements; Delivery. After carefully reading and completing this Letter of Transmittal, in order to tender Units a Unit holder must sign at the "X" on the bottom of the first page of this Letter of Transmittal and insert the Unit holder's correct Taxpayer Identification Number or Social Security Number ("TIN") in the space provided below the signature. The signature must correspond exactly with the name printed (or corrected) on the front of this Letter of Transmittal without any change whatsoever. If this Letter of Transmittal is signed by the registered Unit holder of the Units, a Medallion signature guarantee on this Letter of Transmittal is required. Similarly, if Units are tendered for the account of a member firm of a registered national security exchange, a member firm of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association, or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), a Medallion signature guarantee is required. In all other cases, signatures on this Letter of Transmittal must be Medallion guaranteed by an eligible institution, by completing the signature guarantee set forth in BOX A of this Letter of Transmittal. If any tendered Units are registered in the names of two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is signed by trustees, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Purchasers of their authority to so act. For Units to be validly tendered, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees in BOX A, and any other documents required by this Letter of Transmittal, must be received by the Depositary prior to or on the Expiration Date at its address or facsimile number set forth on the front of this Letter of Transmittal. No alternative, conditional or contingent tenders will be accepted. All tendering Unit holders by execution of this Letter of Transmittal waive any right to receive any notice of the acceptance of their tender. 2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer taxes, if any, payable in respect of Units accepted for payment pursuant to the Offer. 3. U.S. Persons. A Unit holder who or which is a United States citizen or resident alien individual, a domestic corporation, a domestic partnership, a domestic trust, or a domestic estate (collectively "United States persons") as those terms are defined in the Internal Revenue Code and Income Tax Regulations, should complete the following: Box B - Substitute Form W-9. In order to avoid 31% federal income tax backup withholding, the Unit holder must provide to the Purchasers the Unit holder's correct Taxpayer Identification Number or Social Security Number ("TIN") in the space provided below the signature line and certify, under penalties of perjury, that such Unit holder is not subject to such backup withholding. The TIN that must be provided is that of the registered Unit holder indicated on the front of this Letter of Transmittal. If a correct TIN is not provided, penalties may be imposed by the Internal Revenue Service ("IRS"), in addition to the Unit holder being subject to backup withholding. Certain Unit holders (including, among others, all corporations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Box C - FIRPTA Affidavit. To avoid potential withholding of tax pursuant to Section 1445 of the Internal Revenue Code, each Unit holder who or which is a United States Person (as defined Instruction 3 above) must certify, under penalties of perjury, the Unit holder's TIN and address, and that the Unit holder is not a foreign person. Tax withheld under Section 1445 of the Internal Revenue Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. 4. Foreign Persons. In order for a Unit holder who is a foreign person (i.e., not a United States Person as defined in 3 above) to qualify as exempt from 31% backup withholding, such foreign Unit holder must certify, under penalties of perjury, the statement in BOX D of this Letter of Transmittal attesting to that foreign person's status by checking the box preceding such statement. However, such person will be subject to withholding of tax under Section 1445 of the Code. 5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Purchasers by calling 800-854-8357. 3 EX-99 5 sutter3concordtota1exa6.txt EXHIBIT (A)(6) PRESS RELEASE Exhibit (a)(6) FOR IMMEDIATE RELEASE SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC, SCM SPECIAL FUND, LLC, and MACKENZIE PATTERSON FULLER, INC. announce extension of tender offer for CONCORD MILESTONE PLUS, LP and maintenance of $2.50 per Unit Offer Price. Moraga, Calif. (Business Wire)--May 26, 2005-- SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC, SCM SPECIAL FUND, LLC, and MACKENZIE PATTERSON FULLER, INC. (the "Purchasers") have extended the expiration date of their tender offer for Units of limited partnership interest (the "Units") in CONCORD MILESTONE PLUS, LP (the "Partnership"). The expiration date has been extended through June 10, 2005. The Offer Price has been increased by $0.0326 per Unit to offset the decrease of the same amount due to the distribution declared by the General Partner, so that the Offer Price remains at $2.50 per Unit. As of the date hereof, a total of 18,497 Units of the Partnership have been tendered by securities holders and not withdrawn. No other Units have been tendered to date. For further information, contact Christine Simpson at the below telephone number. MacKenzie Patterson Fuller, Inc. 1640 School Street, Suite 100 Moraga, California 94556 Telephone: 925-631-9100 COVER 6 filename6.txt May 26, 2005 Daniel Duchovny Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0303 Re: Concord Milestone Plus, LP, Schedule TO-T filed April 29, 2005 by Sutter Opportunity Fund 3, LLC, Sutter Opportunity Fund 3(TE), LLC, SCM-CMP Acquisition Fund, LLC, MacKenzie Patterson Fuller, Inc., Robert E. Dixon, and C.E. Patterson SEC File No. 005-40562 Dear Mr. Duchovny: Thank you for your letter dated May 9, 2005 regarding our recent Schedule TO-T. I will respond to the questions you asked in your letter in the order in which you posed them. 1. This occurred due to an error by the SEC's Fee Account Unit, which deposited the wire for the filing in the wrong CIK account, so EDGAR suspended the filing. We have been diligently trying to get the EDGAR filing office to correct the filing date. We did file the Schedule TO prior to commencement of the offer, but due to the SEC's error, it was not dated until later. 2. The Class A and Class B interests together make up a "Unit" as defined in our Offer and by the Partnership. Our understanding is that there are no Class A interests that do NOT have Class B interests "attached" but that there are some unattached Class B Interests. We are not tendering for the Class B Interests separately. Thus, unit holders will tender "Units" which are comprised of Class A and Class B Interests, and we will not accept any separate interests. We will clarify in the revised materials. 3. Please see the response above. 4. C. E. Patterson is named as a bidder because he is deemed to control the Purchasers, but is otherwise not participating in the offer described in the schedule. This is noted in the first paragraph of the Schedule TO, on the second page, in addition to making it clear that the same thing is true for Robert Dixon. 5. We are amending and extending the offer as of the date of this letter to account for such a distribution, and we will similarly comply with Rule 14e-1(b) in the future. 6. No more recent trading prices are available from Direct Investments Spectrum, but the Stanger Report reports trades at $1.50 in the Fourth Quarter, which will be added to the revised Offer. Further, we have added the information from the General Partner's Schedule 14D-9 on recent trading activity. May 26, 2005 Page 2 of 2 7. All we mean by "access" is that unitholders tendering their units will be depositing them with an affiliate of the Purchasers, so under SEC rules in the Investment Advisers Act context, at least, the Purchasers would generally be considered to have "access" to them. The Purchasers will not accept the Units tendered until the expiration of the Offer and all conditions to the Offer have been satisfied or waived. 8. This reference has been deleted. 9. The "support" for the capitalization rate we used is simply that it is the rate we chose. Our experience leads us to believe it is appropriate, but as we disclose, a different rate may be appropriate. We believe this capitalization rate is appropriate for properties of this age that are not as competitive in their markets, as we believe the case to be here. 10. We have reworded this paragraph to clarify. 11. This reference has been deleted. 12. The disclosure was not included because the bidders had not "elected" to have a subsequent offering period. Our revised materials indicate that no such period is available. 13. We have deleted the reference and so indicated in the revised materials. 14. We have disclosed our plans, but our experience tells us we are almost certainly will not have the kind of success in the Offer that would result in fewer than 300 unitholders remaining. 15. The $20,000 is the maximum we expect to pay based upon our experience, but it is possible that the expenses including transfer fees could be as much as $37,000, so we have revised the materials accordingly. 16. The section refers to "authorizations or approvals" of "any court, administrative agency or other governmental authority necessary for the consummation of the transactions contemplated by the Offer." None are anticipated, of course, but if we were sued and enjoined from consummating the Offer, we need to have the ability to comply. 17. You have requested that we acknowledge, and we hereby acknowledge on behalf of all filing persons (and we have such authority), that we are responsible for the adequacy and accuracy of the disclosure in the filings and that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing and that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please let me know if you have any questions or further comments. Very Truly Yours, /s/ Chip Patterson Chip Patterson Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----