SEC Company Response from MACKENZIE PATTERSON FULLER INC (CIK 0001102946) — Oct 27, 2005
MACKENZIE PATTERSON FULLER INC (CIK 0001102946)
Date: Oct. 27, 2005 · CIK: 0001102946 · Accession: 0001011723-05-000205
AI Filing Summary & Sentiment
Referenced dates: October 26, 2005
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October 27, 2005
Michael Pressman
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Concord Milestone Plus, LP, Schedule TO-T filed October 13, 2005 by
affiliates of MacKenzie Patterson Fuller, Inc.
SEC File No. 005-81005
Dear Mr. Pressman:
Thank you for your letter dated October 26, 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. We do not believe the conditions are so broad as to make the Offer
illusory or unclear. Nonetheless, we hereby confirm our understanding
of the staff's previously stated position that we must promptly advise
Unitholders as to how we intend to proceed if we believe an event
implicates a condition.
2. This condition is prefaced by: "a preliminary or permanent injunction
or other order of any federal or state court, government or
governmental authority or agency shall have been issued and shall
remain in effect which" so a purchaser could access such a public
record to verify the triggering event. Because it is so limited, this
is not an illusory condition, and we again confirm our understanding
of the position stated above.
3. Of course if our determination were challenged and a court ordered us
to change it, we would be in violation of that court order if we did
not. The point of this statement is that we are the ones who determine
whether a condition has been triggered and the tendering unitholders
do not. They are of course free to challenge that determination in a
court of law if it does not comport with the language of the
condition.
Closing paragraphs: While acknowledging the Staff's positions, and without
implying any specific issue with such position, we respectfully decline to make
the statements requested. There is no requirement that we do so. To the extent
the requested statements are accurate statements of applicable law, there is no
reason to obtain from bidders a recitation of such law. To the extent the
statements go beyond applicable law or reflect interpretations of law that may
be open to dispute, it would not be fair or appropriate to require bidders to
make statements that might prejudice their right to take a contrary position at
some later time, if the occasion arose.
Please let me know if you have any questions or further comments.
Very Truly Yours,
/s/ Chip Patterson
Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext. 206
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