UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
BellaVista Capital, Inc.
(Name of Subject Company)
BellaVista Capital, Inc.
(Name(s) of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
None
(CUSP Number of Class of Securities)
Michael Rider, President
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
Copy to:
Paul Derenthal
Derenthal & Dannhauser LLP
One Post Street Suite 575
San Francisco, CA 94104
(650) 328-3060
(Name, address (including zip code) and telephone number
(including area code) of person(s) authorized to receive notices
and communications on behalf of the person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is BellaVista Capital, Inc., a Maryland
corporation (the "Company"). The address of the principal executive office of
the Company is 420 Florence Street Suite 200, Palo Alto, California 94301. The
Company's telephone number at that address is (650) 328-3060.
The title of the class of equity securities to which this statement
relates is the Company's Common Stock, par value $0.01 per share (the "Shares").
The number of Shares outstanding as of March 31, 2006 was 14,991,325.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Company. The name, address
and telephone number of the Company are set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer (the "Offer") made on
April 14, 2006 by MPF-NY 2005, LLC; MPF FLAGSHIP FUND 11, LLC; MPF BLUE RIDGE
FUND I, LLC; MPF BLUE RIDGE FUND II, 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; MPF INCOME FUND 22, LLC; MPF
DEWAAY FUND 3, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF DEWAAY PREMIER FUND 2,
LLC; MPF DEWAAY FUND 4, LLC; MPF INCOME FUND 23, LLC; SUTTER OPPORTUNITY FUND 3,
LLC (collectively, "MPF") to purchase up to 1,000,000 Shares at a purchase price
equal to $2.25 per Share, less the amount of any dividends declared or made with
respect to the Shares between April 14, 2006 and May 26, 2006 or a later date to
which the Offer may be extended, upon the terms and subject to the conditions
set forth in an Offer to Purchase dated April 14, 2006.
As set forth in MPF's Schedule TO filed with the Securities and
Exchange Commission (the "SEC") on April 14, 2006, the principal executive
offices of MPF is 1640 School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The Company's Board of Directors (the "Board") has reviewed and
carefully considered the Offer and has concluded that the consideration provided
by the Offer is inadequate to the shareholders of the Company.
The Board unanimously recommends that shareholders reject the Offer and
not tender their Shares. Shareholders are urged to carefully consider the
factors set forth herein and the information set forth in the Letter to the
Shareholders, dated as of April 24, 2006, a copy of which is attached hereto as
Exhibit (a)(1) and incorporated herein by reference.
No member of the Board and none of the Company's executive officers,
affiliates or subsidiaries intends to tender or sell any Shares in the Offer.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
During the past sixty (60) days, no transactions with respect to the
Shares have been effected by the Company or its executive officers, directors
and affiliates.
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ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Shareholders, dated as
of April 24, 2006, a copy of which is attached hereto as Exhibit (a)(1) and
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Letter to Shareholders dated April 24, 2006.
(e) Not applicable.
(g) Not applicable.
SIGNATURE
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 24, 2006 BellaVista Capital, Inc
/s/ MICHAEL RIDER
---------------------------
Name: Michael Rider
Title: President
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