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
--------------------------
CENTURY PROPERTIES FUND XIX
(Name of Subject Company)
MPF-NY 2007, LLC; MPF BADGER ACQUISITION CO., LLC; SCM SPECIAL FUND, LLC; MPF
DEWAAY PREMIER FUND, LLC; MPF BLUE RIDGE FUND II, LLC; MPF BLUE RIDGE FUND I,
LLC; MPF INCOME FUND 23, LLC; MP FALCON FUND, LLC; MPF SPECIAL FUND 8, 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
----------- ----------
$2,625,000 $80.59
* For purposes of calculating the filing fee only. Assumes the purchase of
15,000 Units at a purchase price equal to $175 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: $80.59
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: April 30, 2007
[ ] 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 April 30, 2007 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 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF
DeWaay Premier Fund, LLC; MPF Blue Ridge Fund II, LLC; MPF Blue Ridge Fund I,
LLC; MPF Income Fund 23, LLC; MP Falcon Fund, LLC; MPF Special Fund 8, LLC
(collectively the "Purchasers") to purchase up to 15,000 Units of limited
partnership interest (the "Units") in Century Properties Fund XIX (the
"Partnership"), the subject company, at a purchase price equal to $175 per Unit,
less the amount of any distributions declared or made with respect to the Units
between April 30, 2007 (the "Offer Date") and June 1, 2007 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 30,
2007 (the "Offer to Purchase") and the related Letter of Transmittal.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated April 30, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated April 30, 2007*
(a)(4) Supplemental Letter to Unit Holders dated May 18, 2007
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 30, 2007
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 18, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF
DeWaay Premier Fund, LLC; MPF Blue Ridge Fund II, LLC; MPF Blue Ridge Fund I,
LLC; MPF Income Fund 23, LLC; MP Falcon Fund, LLC; MPF Special Fund 8, LLC
By: /s/ Chip Patterson
-------------------------
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
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated April 30, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated April 30, 2007*
(a)(4) Supplemental Letter to Unit Holders dated May 18, 2007
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 30, 2007
Exhibit (a)(4)
May 18, 2007
TO: UNIT HOLDERS OF CENTURY PROPERTIES FUND XIX
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
We are amending the Offer to Purchase and related Letters of Transmittal sent to
you on April 30, 2007, (the "Offer"), which was made by the Purchasers
identified in the Offer. The Purchasers are offering to purchase up to 15,000
Units of limited partnership interest (the "Units") in CENTURY PROPERTIES FUND
XIX (the "Partnership") at a purchase price equal to:
$175 per Unit
The Offer is amended to delete the first bullet point on page 1, page 8, and the
cover letter to Unit holders. These bullet points incorrectly stated that this
Offer Price was the "Highest Offer Price Yet" and that the Offer Price is "17%
higher than our previous offer." Those statements were made in reference to the
original offer price of our October 31, 2006 offer, but we subsequently raised
that price to $200 per Unit, an amount that is lower than the Offer Price under
this Offer. The Offer is thus also amended to change the references to our
previous tender price on pages 7 and 9 so that it states that we previously paid
$200 per Unit instead of $150 per Unit. We apologize for this oversight. Because
our value for the Units decreased from $328 per Unit to $212 per Unit since our
October 31, 2006 offer, we are unwilling to purchase Units for more than $175
per Unit at this time.
If you have tendered your Units in this Offer, you have the right to withdraw
your Units anytime before the Expiration Date, which is currently set for June
1, 2007. Please contact us at the number below if this information was material
to your decision to tender and you wish to withdraw your Units, or if you wish
to withdraw your Units for any other reason.
After carefully reading the Offer, if you elect to tender your Units, or fax
(then mail) a duly completed and executed copy of the Letter of Transmittal
(printed on grey paper) and change of address forms, and any other documents
required by the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, LP
1640 School Street, Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depositary at
800-854-8357.
This Offer expires (unless extended) June 1, 2007.