-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FFxA0JdGvdT1GMgUQxO26TRD4vC/SP7B66iEcmL0QRYb59x6W/lHrUJvyOxy/Y4Y y9IhyUR7W45rh+pM7P3bkA== 0001102946-09-000058.txt : 20090526 0001102946-09-000058.hdr.sgml : 20090525 20090526125838 ACCESSION NUMBER: 0001102946-09-000058 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELLAVISTA CAPITAL INC CENTRAL INDEX KEY: 0001086670 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943324992 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80316 FILM NUMBER: 09851104 BUSINESS ADDRESS: STREET 1: 15700 WINCHESTER BOULEVARD CITY: LOS GATOS STATE: CA ZIP: 95030 BUSINESS PHONE: 4083548424 MAIL ADDRESS: STREET 1: 15700 WINCHESTER BOULEVARD CITY: LOS GATOS STATE: CA ZIP: 95030 FORMER COMPANY: FORMER CONFORMED NAME: PRIMECORE MORTGAGE TRUST INC DATE OF NAME CHANGE: 20000425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC 13D 1 sch13d.htm SCHEDULE 13D sch13d.htm
 
 

 
UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
     
 
SCHEDULE 13D
 
 
(Rule 13d-101)
 
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
 
Under the Securities Exchange Act of 1934
 
BELLAVISTA CAPITAL, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

 
unknown
(CUSIP Number)
 
 
Chip Patterson
Senior Vice President and General Counsel
MacKenzie Patterson Fuller, LP
1640 School Street
Moraga, CA 94556
(925) 631-9100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 26, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [x]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No.   314308107
 
1.
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
 
MacKenzie Patterson Fuller, LP
 
 
2.
 
 
 
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
 o
(b)
 o
 
3.
SEC Use Only
   
 
 
4.
Source of Funds (See Instructions)
WC
   
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
   
 
6.
Citizenship or Place of Organization
California
Address of Principal Office:
1640 School Street, Moraga, CA 94556
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7.
Sole Voting Power
1,390,046
8.
Shared Voting Power
0
9.
Sole Dispositive Power
1,390,046
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,046 (1)
   
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
   
 
13.
Percent of Class Represented by Amount in Row (11)
12.44%(2)
   
 
14.
Type of Reporting Person (See Instructions)
PN
           
(1) The number of shares reported as beneficially owned is as of May 22, 2009.  The shares reported consists of shares owned by:  MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MacKenzie Patterson Special Fund 7, LLC, MP Value Fund 7, LLC, MPF Badger Acquisition Co., LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF DeWaay Fund 3, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund, LLC, MPF Flagship Fund 11, LLC, MPF Income Fund 22, LLC, MPF Senior Note Program I, LP, MPF-NY 2007, LLC, MPF-NY, 2005, LLC, MPF-NY 2006, LLC, Sutter Opportunity Fund 3, LLC, for all of which MacKenzie Patterson Fuller, LP (or its affiliates) is the manager or general partner.
 
(2) The percentage is calculated based on a total of 11,171,433 of the Issuer’s shares of common stock, par value $.01 per share, outstanding as of February 23, 2009, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 25, 2009.

 
Item 1 Security and Issuer
          This statement relates to the common stock, $0.01 par value (the “Shares”), of BellaVista Capital, Inc.. (the “Company”). The principal executive offices of the Company are located at 15700 Winchester Blvd, Los Gatos, CA       95030.

Item 2 Identity and Background

          This statement is being filed by MacKenzie Patterson Fuller, LP, a California Limited Partnership (“MPF”). MPF’s principal business address is 1640 School Street, Moraga, California, 94556.

Item 3 Source and Amount of Funds or Other Consideration

          The total amount of funds required by MPF to acquire the Shares was $3,190,059.90.  Each of the MPF affiliates used its own assets to purchase such Shares, which may at any given time include funds borrowed in the ordinary course in their margin accounts.

Item 4 Purpose of Transaction

          MPF acquired the Shares for investment purposes, but has now changed its intent.  MPF is about to begin soliciting proxies to increase the size of the board of directors of the Company, elect five of MPF’s nominees to the board, and hire itself as the asset manager of the Company.  MPF has made this proposal because it feels that the current board is not maximizing shareholder value, and because MPF believes it can substantially reduce the Company’s costs.

Item 5 Interest in Securities of the Issuer

          (a) MPF owns 1,390,046 Shares, which represent 12.44% of the issued and outstanding Shares.
          (b) MPF possesses the sole power to vote and dispose of the Shares described in Item 5(a) herein.
          (c) During the past sixty days, MPF has not purchased or sold any Shares.
          (d) No person is known to have the right to receive or the powers to direct the receipt of dividends from, or the proceeds from the sale of the Shares.
          (e) Not applicable.

Item 6                       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

          There are no agreements or understandings, other than those addressed herein, between MPF and the Company or between MPF and any other person.

Item 7 Exhibits

none
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, and complete and correct.
 
 
Dated:  May 26, 2009
Mackenzie Patterson Fuller, LP
   
   
   
/s/ Chip Patterson
 
Name:
Chip Patterson
 
Title:
Sr. Vice President and general counsel
 
 
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