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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BELLAVISTA CAPITAL, INC.
(Name of Subject Company)
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;
MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF COMMON STOCK
(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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$2,250,000 $240.75
* For purposes of calculating the filing fee only. Assumes the purchase of
1,000,000 Shares at a purchase price equal to $2.25 per Share 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: $240.75
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: April 14, 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 2006, 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 the "Purchasers") to purchase up to 1,000,000 shares of common
stock (the "Shares") in BellaVista Capital, Inc. (the "Corporation"), the
subject company, 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 (the "Offer Date") and May 26, 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 April 14, 2006 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Offer resulted in the tender by shareholders, and acceptance for payment by
the Purchasers, of a total of 615,877 Shares. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 1,231,232 Shares, or approximately
8.2% of the total outstanding Shares. These shares were allocated among the
Purchasers as follows:
MPF-NY 2006, LLC, 92,382; MPF FLAGSHIP FUND 11, LLC, 71,111; MPF BLUE RIDGE FUND
I, LLC, 53,333; MPF BLUE RIDGE FUND II, LLC, 13,333; MACKENZIE PATTERSON SPECIAL
FUND 5, LLC, 33,333; MACKENZIE PATTERSON SPECIAL FUND 6, LLC, 26,667; MACKENZIE
PATTERSON SPECIAL FUND 6-A, LLC, 22,222; MACKENZIE PATTERSON SPECIAL FUND 7,
LLC, 44,444; MPF INCOME FUND 22, LLC, 44,444; MPF DEWAAY FUND 3, LLC, 44,444;
MPF DEWAAY PREMIER FUND 3, LLC, 111,111; MPF SENIOR NOTE PROGRAM, LP, 59,053.
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: June 21, 2006
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
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
Chip Patterson, Senior Vice President