SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2007; MPF Badger Acquisition Co., LLC; MPF DeWaay Premier Fund 3, LLC;
MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund 6,
LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC; MPF
Flagship Fund 13, LLC; MPF Senior Note Program II, LP, MPF Acquisition Co. 3,
LLC, MP Value Fund 5, LLC; and 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 $40.29
* 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.
|_| 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:
Form or Registration Number:
Filing Party:
Date Filed:
|_| 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: |_|
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY, 2007; MPF Badger Acquisition Co., LLC; MPF DeWaay Premier Fund 3, LLC;
MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund 6,
LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC; MPF
Flagship Fund 13, LLC; MPF Senior Note Program II, LP, MPF Acquisition Co. 3,
LLC, MP Value Fund 5, 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 September 21, 2007 (the "Offer Date") and October 31, 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 September 21, 2007 (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
dividends made or declared prior to the Expiration Date. Any dividends 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 Shareholders to the
Purchasers. MacKenzie Patterson Fuller, LP is named as a bidder herein because
it is deemed to control the Purchasers, but is otherwise not participating in
the offer described in this schedule.
In the event of a price reduction resulting from a Corporation dividend
declared or made after the Offer Date and before the Expiration Date, as
described above, the Purchasers will file an amendment to this Schedule TO
reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Corporation had 836 holders of record owning an aggregate of
13,959,452 Shares as of February 15, 2007, and August 20, 2007, according to the
shareholder list provided to the Purchasers and the Corporation's Quarterly
Report on Form 10-Q for the period ending June 30, 2007, respectively. The
Purchasers and their affiliates currently beneficially own 1,249,232 Shares, or
8.95% of the outstanding Shares. The 750,000 Shares subject to the Offer
constitute 5.37% of the outstanding Shares. Consummation of the Offer, if all
Shares sought are tendered, would require payment by the Purchasers of up to
$1,312,500 in aggregate purchase price, which the Purchasers intend to fund out
of their current working capital.
The address of the Corporation's principal executive offices is 420
Florence Street, Suite 200, Palo Alto, CA 94301, and its phone number is (650)
328-3060.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated September 21, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated September 21, 2007
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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: September 21, 2007
MPF-NY, 2007; MPF Badger Acquisition Co., LLC; MPF DeWaay Premier Fund 3, LLC;
MacKenzie Patterson Special Fund 5, LLC; MacKenzie Patterson Special Fund 6,
LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC; MPF
Flagship Fund 13, LLC; MPF Senior Note Program II, LP, MPF Acquisition Co. 3,
LLC, MP Value Fund 5, 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
EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated September 21, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated September 21, 2007