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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CAPITAL REALTY INVESTORS-III LIMITED PARTNERSHIP
(Name of Subject Company)
MPF NY-2005,LLC; STEVEN GOLD; MPF DEWAAY FUND 2, LLC; MPF INCOME FUND 21, LLC;
MPF INCOME FUND 23, LLC; MPF FLAGSHIP FUND 11, LLC; MPF BLUERIDGE I, LLC;
MPF BLUERIDGE II, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MACKENZIE PATTERSON
SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
MP 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)
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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
$2,400,000 $256.80
* For purposes of calculating the filing fee only. Assumes the purchase
of 12,000 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: $256.80
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: March 15, 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 March 15, 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-2005, LLC; Steven Gold; MPF DeWaay Fund 2, LLC; MPF Income Fund 21, LLC;
MPF Income Fund 23, LLC; MPF Flagship Fund 11, LLC; MPF Blueridge I, LLC; MPF
Blueridge II, LLC; MPF DeWaay Premier Fund 3, LLC; MacKenzie Patterson Special
Fund 5, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson
Special Fund 6-A, LLC; MacKenzie Patterson Special Fund 7, LLC; MP Acquisition
Co. 3, LLC; and MacKenzie Patterson Fuller, LP (collectively the "Purchasers")
to purchase up to 12,000 Units of limited partnership interest (the "Units") in
Capital Realty Investors-III Limited Partnership, a Maryland limited partnership
(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 March 15, 2006 (the "Offer Date") and April 21, 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 March 15,
2006 (the "Offer to Purchase") and the related Letter of Transmittal.
The Purchasers are amending their filing to clarify the meaning of their
previous disclosure that the Depository has "access" to the securities prior to
their acceptance for payment and the Expiration Date. The Purchasers and the
Depository have no rights with respect to the Units prior to the Expiration Date
and the Purchasers acceptance of the Units tendered for payment. The disclosure
is intended to simply notify unitholders that the Depository is an affiliate of
the Purchasers and may have possession over signed letters of transmittal prior
to the Expiration Date.
Further, the Purchasers are clarifying that the rights listed on page 2 of the
Offer relating to the ability to terminate the Offer and to amend the Offer must
be exercised, if at all, prior to the Expiration Date. The right to extend the
offer must be followed by a press release or public announcement which will be
issued no later than 9:00 a.m., Eastern Time, on the next business day after the
scheduled Expiration Date.
Further, the Purchasers are amending the answer to the question "What is the
market value of my Units" on page 1 and the second paragraph of page 9 to delete
the reference to the trading price of $650 per Unit reported by the Stanger
Report. The reported trade was not in fact made (it was, according to the
publisher, a trade for a different partnership). There were no recent trades
reported by the Stanger Report.
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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: April 3, 2006
MPF NY-2005, LLC; MPF DeWaay Fund 2, LLC; MPF Income Fund 21, LLC; MPF Income
Fund 23, LLC; MPF Flagship Fund 11, LLC; MPF Blueridge I, LLC; MPF Blueridge II,
LLC; MPF DeWaay Premier Fund 3, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A,
LLC; MacKenzie Patterson Special Fund 7, LLC; and MP Acquisition Co. 3, LLC
By: /s/ Christine Simpson
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Christine Simpson, Vice President of Manager
or General Partner of each of the above bidders
MACKENZIE PATTERSON FULLER, LP
By: /s/ Christine Simpson
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Christine Simpson, Vice President of its General Partner
STEVEN GOLD
/s/ Steven Gold
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