SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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CAPITAL REALTY INVESTORS III, L.P.
(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 17, 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: [X]
FINAL AMENDMENT TO 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 12,000 Units of limited partnership interest (the "Units") in Capital
Realty Investors III, L.P. (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 17, 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 17, 2006 (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 a total of 470 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 470 Units, or approximately 0.8%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
MPF-NY 2005, LLC, 47 UNITS; STEVEN GOLD, 23 UNITS; MPF DEWAAY FUND 2, LLC, 400
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: May 5, 2006
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
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or General Partner
of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
STEVEN GOLD
/s/ Steven Gold
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