-----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, AXyius3H1iTZNW+ChNUFYCg7FP47inN1MVnqhYAT39eGcARFQru0TeqKCVZs971y 75q7UMeUC/MQF+osDJ/CMA== 0001011723-07-000184.txt : 20071115 0001011723-07-000184.hdr.sgml : 20071115 20071115144031 ACCESSION NUMBER: 0001011723-07-000184 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071115 DATE AS OF CHANGE: 20071115 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: 071249267 BUSINESS ADDRESS: STREET 1: 200 CONGRESS PARK DRIVE STREET 2: SUITE 205 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-394-9260 MAIL ADDRESS: STREET 1: 200 CONGRESS PARK DRIVE STREET 2: SUITE 205 CITY: DELRAY BEACH STATE: FL ZIP: 33445 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 mpfconcordtota2finalamd.txt AMENDED 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 ------------------- CONCORD MILESTONE PLUS, L.P. (Name of Subject Company) SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 12, LLC; MPF Income Fund 23, LLC; MPF ePlanning Opportunity Fund, LP; MPF DeWaay Premier Fund 4, LLC; MacKenzie Patterson Fuller, LP (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: 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 $14,007,809 $ 430.04 * For purposes of calculating the filing fee only. Assumes the purchase of 1,334,077 Units at a purchase price equal to $10.50 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: $ 430.04 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: SEPTEMBER 11, 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: [X] FINAL AMENDMENT TO TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 12, LLC; MPF Income Fund 23, LLC; MPF ePlanning Opportunity Fund, LP; MPF DeWaay Premier Fund 4, LLC; MacKenzie Patterson Fuller, LP (collectively the "Purchasers") to purchase 1,334,077 Equity Units of Limited Partnership Interest, each composed of one Class A Interest and one Class B Interest (the "Units") in Concord Milestone Plus, L.P. (the "Partnership"), the subject company, at a purchase price equal to $10.50 per Unit, less the amount of any distributions declared or made with respect to the Units between September 11, 2007 (the "Offer Date") and October 19, 2007 (the "Expiration Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2007 (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 an additional 5,000 units, to the 53,795 total reported in Amendment No. 1, for a total of 58,795 Units. These additional 5,000 units were tendered by a unit holder owning two accounts of which one account holding 5000 units was unaccounted for in Amendment No. 1. Upon completion of the Offer, the Purchasers held an aggregate of approximately 243,518, or approximately 16% of the total outstanding Units. The additional 5,000 shares were allocated to MPF Flagship Fund 12, LLC. 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: November 15, 2007 SCM Special Fund, LLC; MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF Flagship Fund 10, LLC; MPF Flagship Fund 12, LLC; MPF Income Fund 23, LLC; MPF ePlanning Opportunity Fund, LP; MPF DeWaay Premier Fund 4, LLC; MacKenzie Patterson Fuller, LP. By: /s/ Chip Patterson ------------------------------ Chip Patterson, Senior Vice President of Manager or General Partner of each filing person -----END PRIVACY-ENHANCED MESSAGE-----