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 FUND XIX
(Name of Subject Company)
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE SPECIFIED
INCOME FUND; MP FALCON FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.; MPF DEWAAY PREMIER FUND 2 LLC; MP INCOME FUND 20, LLC; MP VALUE FUND
7, LLC; MPF SPECIAL FUND 8; MPF ACQUISITION CO 3, LLC; MORAGA GOLD, LLC; STEVEN
GOLD; MPF-NY 2005, LLC; MACKENZIE PATTERSON FULLER, INC.; AND C.E. PATTERSON
(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, 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
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$5,000,100.00 $588.51
* For purposes of calculating the filing fee only. Assumes the purchase of
16,667 Units at a purchase price equal to $300.00 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: $588.51
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: March 24, 2005
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[ ] 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: [ ]
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The Schedule TO filed as of March 24, 2005 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
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE SPECIFIED
INCOME FUND; MP FALCON FUND, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.; MPF DEWAAY PREMIER FUND 2 LLC; MP INCOME FUND 20, LLC; MP VALUE FUND
7, LLC; MPF SPECIAL FUND 8; MPF ACQUISITION CO 3, LLC; MORAGA GOLD, LLC; STEVEN
GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (collectively the
"Purchasers") to purchase up to 16,667 Units of limited partnership interest
(the "Units") in CENTURY PROPERTIES FUND XIX (the "Partnership"), the subject
company, at a purchase price equal to $300.00 per Unit, less the amount of any
distributions declared or made with respect to the Units between March 24, 2005
(the "Offer Date") and May 23, 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 March 24, 2005 (the "Offer
to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the
Offer price would be subject to reduction for distributions made or declared
prior to the Expiration Date. Any distributions made or declared after the
Expiration Date, by the terms of the Offer and as set forth in the Letter of
Transmittal, would be assigned by tendering Unit holders to the Purchasers. C.E.
Patterson is named as a participant in the tender because he is deemed to
control the Purchasers, but is otherwise participating in the offer described in
this schedule.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated March 24, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated March 24, 2005*
(a)(4) Form of advertisement in Investor's Business Daily*
(a)(5) Form of Letter to Unit holders dated April 8, 2005
(a)(6) Notice of Withdrawal from AIMCO, L.P. Tender Offer
(b)-(h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 24, 2005.
Item 13. Information Required by Schedule 13E-3.
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Not applicable.
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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 8, 2005
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
MACKENZIE SPECIFIED INCOME FUND
MP FALCON FUND, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.;
MPF DEWAAY PREMIER FUND 2 LLC
MP INCOME FUND 20, LLC
MP VALUE FUND 7, LLC
MPF SPECIAL FUND 8
MPF ACQUISITION CO 3, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or General Partner of each of the
above filing persons
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
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STEVEN GOLD
/s/ Steven Gold
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