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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CONCORD MILESTONE PLUS, LP
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC,
SCM SPECIAL FUND, LLC, MACKENZIE PATTERSON FULLER, INC., ROBERT E. DIXON and
C.E. PATTERSON
(Bidders)
Equity Units of Limited Partnership Interest, Each Composed of One Class A
Interest and one Class B Interest
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
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Copy to: Copy to:
Robert Dixon Chip Patterson
Sutter Capital Management, LLC MacKenzie Patterson Fuller, Inc.
220 Montgomery Street, Suite 2100, 1640 School Street
San Francisco, California 94104 Moraga, California 94556
(415) 788-1441 (925) 631-9100
(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
----------- ----------
$3,797,000 $446.91
* For purposes of calculating the filing fee only. Assumes the purchase
of 1,518,800 of the Equity Units of Limited Partnership Interest
("Units") at a purchase price equal to $2.50 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: $446.91
Form or Registration Number: SC TO-T
Filing Party: Robert Dixon
Date Filed: April 27, 2005
[ ] 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 27, 2005 and amended May 26, 2005 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
SUTTER OPPORTUNITY FUND 3, LLC, SUTTER OPPORTUNITY FUND 3 (TE), LLC, SCM SPECIAL
FUND, LLC, and MACKENZIE PATTERSON FULLER, INC. (collectively the "Purchasers")
to purchase any and all outstanding Equity Units of Limited Partnership
Interest, each Composed of One Class A Interest and one Class B Interest ( each
such Equity unit a "Unit") in CONCORD MILESTONE PLUS, LP (the "Partnership"),
the subject company, at a purchase price equal to $2.50 per Unit, less the
amount of any distributions declared or made with respect to the Units between
May 26, 2005 and June 10, 2005 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 27, 2005 (the "Offer to
Purchase") and the related Letter of Transmittal. Robert E. Dixon and C.E.
Patterson are named as a "bidders" herein because they are deemed to control the
Purchasers, but neither is otherwise participating in the offer described in
this schedule.
In the Offer, the Purchasers disclose that they may have "access" to tendered
Units prior to the expiration of the Offer, by which we mean that unitholders
tendering their units will be depositing them with an affiliate of the
Purchasers, so under some contexts (such as the Investment Advisers Act of 1940)
the Purchasers would generally be considered to have "access" to them. The
Purchasers will not accept the Units tendered until the expiration of the Offer
and all conditions to the Offer have been satisfied or waived. The Purchasers do
not have any rights to vote such Units, to receive distributions, or otherwise,
unless such Units are eventually purchased by the Purchasers under the Offer
(not withdrawn prior to expiration and promptly paid for). The Purchasers'
support for the capitalization rate used in determining the net asset value of
the Units is simply that it is the rate the Purchasers chose. The Purchasers'
experience leads them to believe it is appropriate, but as disclosed in the
Offer, a different rate may be appropriate. The Purchasers believe this
capitalization rate is appropriate for properties of this age that are not as
competitive in their markets, as they believe the case to be here. The transfer
restrictions in the Limited Partnership Agreement will not have any effect on
our Offer because we will accept Units under our Offer without regard to such
limitations (we will accept tendered units for payment and pay for them upon
confirmation that the General Partner will recognize the change of address for
distributions and correspondence on the 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 2, 2005
SUTTER OPPORTUNITY FUND 3, LLC
SUTTER OPPORTUNITY FUND 3 (TE), LLC
SCM SPECIAL FUND, LLC
By: /s/ ROBERT E. DIXON
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Robert E. Dixon,
Manager of Sutter Capital Management, LLC,
Manager of each such Bidder
MACKENZIE PATTERSON FULLER, INC.
By: /s/ CHIP PATTERSON
Chip Patterson, Senior Vice President
ROBERT E. DIXON
/s/ ROBERT E. DIXON
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Robert E. Dixon,
C.E. PATTERSON
/s/ C.E. PATTERSON
C.E. Patterson
June 2, 2005
Daniel Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: Concord Milestone Plus, LP, Amended Schedule TO-T filed May 26, 2005 by
Sutter Opportunity Fund 3, LLC, Sutter Opportunity Fund 3(TE), LLC, SCM Special
Fund, LLC, MacKenzie Patterson Fuller, Inc., Robert E. Dixon, and C.E. Patterson
SEC File No. 005-40562
Dear Mr. Duchovny:
Thank you for your letter dated May 31, 2005 regarding our recent Schedule TO-T.
I will respond to the questions you asked in your letter in the order in which
you posed them.
1. The substitution of SCM Special Fund, LLC for SCM-CMP Acquisition Fund,
LLC was due to a typographical error and the original Schedule TO
included the information for SCM Special Fund, LLC. We did specifically
account for this change in our revised Schedule, but you are right that
we neglected to change the cover page. We have corrected the cover page
on our revised materials. We note that security holders do not receive
this cover page.
2. We cannot comply with your requested change. Mr. Patterson simply is
not a purchaser, will not ever be purchasing any Units, and will not
bind himself to any contracts for the entities he controls. He is
listed as a bidder but not a purchaser, and we have done it this way
for many, many years. He has NO "level of involvement" in the Offer.
3. We have included this disclosure.
4. We have included this disclosure.
5. The transfer restrictions will not have any effect on our Offer because
we will accept Units under our Offer without regard to the 50%
limitation (we will accept tendered units for payment and pay for them
upon confirmation that the GP will recognize the change of address for
distributions and correspondence on the Units). We will disclose this
in the revised materials.
6. The authorizations or approvals we refer to are authorizations or
approvals from "any court, administrative agency or other governmental
authority necessary for the consummation of the transactions
contemplated by the Offer." This condition is not illusory. This is
boilerplate language found in many if not most tender offers because it
is necessary.
June 2, 2005
Page 2 of 2
7. You have requested that we acknowledge, and we hereby acknowledge on
behalf of all filing persons (and we have such authority), that we are
responsible for the adequacy and accuracy of the disclosure in the
filings and that staff comments or changes to disclosure in response to
staff comments in the filings reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing and
that we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Please let me know if you have any questions or further comments.
Very Truly Yours,
/s/ CHIP PATTERSON
Chip Patterson
Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com