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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CONCORD MILESTONE PLUS, L.P.
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Moraga
Gold, LLC; MPF Flagship Fund 10, 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
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$2,749,028 $ 84.40
* For purposes of calculating the filing fee only. Assumes the purchase of
303,760 Units at a purchase price equal to $9.05 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: $ 84.40
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: APRIL 11, 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: |X|
FINAL AMENDMENT TO 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; Moraga
Gold, LLC; MPF Flagship Fund 10, LLC; and MacKenzie Patterson Fuller, LP
(collectively the "Purchasers") to purchase 303,760 Units of limited partnership
interest (the "Units") in Concord Milestone Plus, L.P. (the "Partnership"), the
subject company, at a purchase price equal to $9.05 per Unit, less the amount of
any distributions declared or made with respect to the Units between April 11,
2007 (the "Offer Date") and May 31, 2007 (the "Expiration Date"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated April 11,
2007 (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 15,495 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 184,723 Units, or approximately
12.2% of the total outstanding Units. These shares were allocated among the
Purchasers as follows:
MPF-NY 2007, LLC - 1,550 Units; MPF Badger Acquisition Co., LLC - 465 Units; SCM
Special Fund, LLC - 7,748 Units; Moraga Gold, LLC - 465 Units; and MPF Flagship
Fund 12, LLC - 5,267 Units.
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 7, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; Moraga
Gold, LLC; MPF Flagship Fund 10, 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