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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CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
MPF-NY 2006, LLC; MPF INCOME FUND 21, LLC; MPF FLAGSHIP FUND 12, LLC; MP
VALUE FUND 6, LLC; MP FALCON GROWTH FUND 2, LLC; MPF BLUE RIDGE FUND I, LLC; MPF
BLUE RIDGE FUND II, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON
SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER
FUND 2, LLC; AND MPF DEWAAY PREMIER FUND 4, LLC; SCM SPECIAL FUND, 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
$2,500,000 $267.50
* For purposes of calculating the filing fee only. Assumes the purchase
of 12,500 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: $267.50
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: October 26, 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 October 26, 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 2006, LLC; MPF Income Fund 21, LLC; MPF Flagship Fund 12, LLC; MP Value
Fund 6, LLC; MP Falcon Growth Fund 2, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue
Ridge Fund II, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 6,
LLC; MacKenzie Patterson Special Fund 6-A, LLC; MacKenzie Patterson Special Fund
5, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF DeWaay Premier Fund 2, LLC;
and MPF DeWaay Premier Fund 4, LLC, SCM Special Fund, LLC (collectively the
"Purchasers") to purchase up to 12,500 Units of limited partnership interest
(the "Units") in Century Properties Growth Fund XXII (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 October 26,
2006 (the "Offer Date") and December 12, 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 October 26, 2006 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Purchasers are amending the offer to add a Purchaser that was inadvertently
left off the list of purchasers in the Offer, SCM Special Fund, LLC. The Offer
is hereby amended to conform the list of Purchasers to include SCM Special Fund,
LLC in every place that the Purchasers are named. As of the date hereof, a total
of no Units have been tendered by unitholders and not withdrawn.
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 7, 2006
MPF-NY 2006, LLC; MPF Income Fund 21, LLC; MPF Flagship Fund 12, LLC; MP Value
Fund 6, LLC; MP Falcon Growth Fund 2, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue
Ridge Fund II, LLC; MPF Special Fund 8, LLC; MacKenzie Patterson Special Fund 6,
LLC; MacKenzie Patterson Special Fund 6-A, LLC; MacKenzie Patterson Special Fund
5, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF DeWaay Premier Fund 2, LLC;
and MPF DeWaay Premier Fund 4, LLC; SCM Special Fund, 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