SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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CONCORD MILESTONE PLUS, L.P.
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC; SUTTER OPPORTUNITY FUND 3 TAX EXEMPT, LLC;
MPF-NY 2005, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; MP
VALUE FUND 8, LLC; MP FALCON FUND, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE
RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY
PREMIER FUND, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 21, LLC; MPF INCOME
FUND 22, LLC; MPF INCOME FUND 23, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP
FUND 11, LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 5, LLC; MP FALCON GROWTH
FUND 2, LLC; AND MACKENZIE PATTERSON FULLER, INC.
(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)
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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
$6,075,200.00 $715.05
* For purposes of calculating the filing fee only. Assumes the purchase
of 1,518,800 Units at a purchase price equal to $4 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: $715.05
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: October 13, 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: [X]
FINAL AMENDMENT TO 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 TAX EXEMPT, LLC;
MPF-NY 2005, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; MP
VALUE FUND 8, LLC; MP FALCON FUND, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE
RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY
PREMIER FUND, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 21, LLC; MPF INCOME
FUND 22, LLC; MPF INCOME FUND 23, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP
FUND 11, LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 5, LLC; MP FALCON GROWTH FUND
2, LLC; AND MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers") to
purchase up to 1,518,800 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, L.P. (the "Partnership"), the subject company, at a
purchase price equal to $4 per Unit, less the amount of any distributions
declared or made with respect to the Units between October 13, 2005 (the "Offer
Date") and November 12, 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 October 13, 2005 (the "Offer to
Purchase") and the related Letter of Transmittal.
The Offer resulted in the tender by Unit holders, and acceptance for payment by
the Purchasers, of a total of 15,720 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 79,744 Units, or approximately
5.25% of the total outstanding Units. These Units were allocated among the
Purchasers as follows: MPF-NY 2005, LLC, 1,572 units; MPF Flagship Fund 10, LLC,
14,148 Units.
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 17, 2005
SUTTER OPPORTUNITY FUND 3, LLC; SUTTER OPPORTUNITY FUND 3 TAX EXEMPT, LLC;
MPF-NY 2005, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF FLAGSHIP FUND 10, LLC; MP
VALUE FUND 8, LLC; MP FALCON FUND, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE
RIDGE FUND II, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY
PREMIER FUND, LLC; MP INCOME FUND 16, LLC; MPF INCOME FUND 21, LLC; MPF INCOME
FUND 22, LLC; MPF INCOME FUND 23, LLC; MPF FLAGSHIP FUND 9, LLC; MPF FLAGSHIP
FUND 11, LLC; MP VALUE FUND 7, LLC; MP VALUE FUND 5, LLC; MP FALCON GROWTH FUND
2, LLC; AND MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of
Manager or General Partner of each filing person