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 2006, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF SENIOR NOTE PROGRAM I, LP;
MPF INCOME FUND 22, LLC; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MACKENZIE
PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, 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, 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
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$1,312,500 $140.44
* For purposes of calculating the filing fee only. Assumes the purchase of
750,000 Shares at a purchase price equal to $1.75 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: $140.44
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: OCTOBER 6, 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; Moraga Gold, LLC; Steven Gold; MPF Senior Note Program I, LP;
MPF Income Fund 22, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie
Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 6, LLC;
(collectively the "Purchasers") to purchase up to 750,000 shares of common stock
(the "Shares") in BellaVista Capital, Inc. (the "Corporation"), the subject
company, at a purchase price equal to $1.75 per Share, less the amount of any
dividends declared or made with respect to the Shares between October 6, 2006
(the "Offer Date") and November 10, 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 6, 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 5,063 Shares. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 1,231,232 Shares, or approximately
8.25% of the total outstanding Shares. These shares were allocated among the
Purchasers as follows:
MPF-NY 2006, LLC - 506 Shares; and MPF Senior Note Program I, LP - 4557 Shares;
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: December 8, 2006
MPF-NY 2006, LLC; Moraga Gold, LLC; Steven Gold; MPF Senior Note Program I, LP;
MPF Income Fund 22, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie
Patterson Special Fund 7, LLC; MacKenzie Patterson Special Fund 6, LLC;
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
STEVEN GOLD
/s/ Steven Gold