-----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, GlfiaNQndnghGFwFm2vyL+IRtzYLAVnJZkOGRlbIKy/vdEkR4UQDv/jQXZtY1jCJ N3C/TcZFiNwvYxo2bzD+/Q== 0001011723-06-000182.txt : 20061101 0001011723-06-000182.hdr.sgml : 20061101 20061101165040 ACCESSION NUMBER: 0001011723-06-000182 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II CENTRAL INDEX KEY: 0000725646 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133202289 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51697 FILM NUMBER: 061179491 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 TO-T/A 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 TO-T/A 1 mpfdrexeltota1.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- 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 ------------------- DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II (Name of Subject Company) MPF-NY 2006, LLC; MP INCOME FUND 12, LLC; MP INCOME FUND 14, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MPF DEWAAY PREMIER FUND 4, LLC; MPF FLAGSHIP FUND 12, LLC; MP VALUE FUND 7, LLC; MP FALCON GROWTH FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MPF SPECIAL FUND 8, LLC; SUTTER OPPORTUNITY FUND 4, LLC; MPF BLUE RIDGE FUND I, LLC; MPF BLUE RIDGE FUND II, LLC; MPF DEWAAY PREMIER FUND 3, LLC; MPF FLAGSHIP FUND 11, LLC; MPF DEWAAY FUND 3, LLC; MPF DEWAAY FUND 4, LLC; MPF DEWAAY FUND 5, LLC; MPF SENIOR NOTE PROGRAM I, LP; 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) ----------------------- 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 $9,318,250 $997.05 (7,491,873) (801.63) ---------- ------- $1,826,377 $195.42 * For purposes of calculating the filing fee only. Assumes the purchase of 37,273 Units at a purchase price equal to $250 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: $801.63 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: October 26, 2006 [ ] 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 October 26, 2006 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 MPF-NY 2006, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF DeWaay Premier Fund 2, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 12, LLC; MP Value Fund 7, LLC; MP Falcon Growth Fund 2, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF Special Fund 8, LLC; Sutter Opportunity Fund 4, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC; MPF DeWaay Fund 5, LLC; and MPF Senior Note Program I, LP (collectively the "Purchasers") to purchase all Units of limited partnership interest (the "Units") in Drexel Burnham Lambert Real Estate Associates II (the "Partnership"), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $250 per Unit, less the amount of any distributions declared or made with respect to the Units between October 26, 2006 (the "Offer Date") and December 19, 2006 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 October 26, 2006 (the "Offer to Purchase") and the related Letter of Transmittal. The Purchasers are amending the offer by increasing the price to $250 per Unit, less the amount of any distributions declared or made with respect to the Units between the Offer Date and the Expiration Date and by extending the Expiration Date to December 19, 2006. Further, the Purchasers are amending the Offer to add the disclosure that they have been informed that Peachtree Partners has recently made an offer to purchase Units in the Partnership for $225 per Unit. The Purchasers are unaware of any other details of that offer. Item 12. Exhibits. (a)(1) Offer to Purchase dated October 26, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated October 26, 2006* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Letter to Unit holders dated November 1, 2006 (a)(6) Form of Press Release (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on October 26, 2006. 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: November 1, 2006 MPF-NY 2006, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF DeWaay Premier Fund 2, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 12, LLC; MP Value Fund 7, LLC; MP Falcon Growth Fund 2, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF Special Fund 8, LLC; Sutter Opportunity Fund 4, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC; MPF DeWaay Fund 5, LLC; MPF Senior Note Program I, LP By: /s/ Chip Patterson --------------------------------- 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 2 EXHIBIT INDEX Exhibit Description (a)(1) Offer to Purchase dated October 26, 2006* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated October 26, 2006* (a)(4) Form of advertisement in Investor's Business Daily* (a)(5) Form of Letter to Unit holders dated November 1, 2006 (a)(6) Form of Press Release * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on October 26, 2006. EX-99 2 mpfdrexeltota1exa5.txt EXHIBIT (A)(5) LETTER TO UNIT HOLDERS Exhibit (a)(5) November 1, 2006 TO: UNIT HOLDERS OF DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II SUBJECT: INCREASED OFFER TO PURCHASE UNITS AND EXTENSION OF OFFER --------------- Dear Unit Holder: We are amending the Offer to Purchase and related Letters of Transmittal sent to you on October 26, 2006, (the "Offer"), which was made by the Purchasers identified in the Offer. The Purchasers are offering to purchase all Units of limited partnership interest (the "Units") in DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II (the "Partnership") at a purchase price equal to: $250 per Unit ------------- This offer price is approximately 54% higher than recent reported secondary market trading prices and, we are told, 11% higher than a recent tender offer by Peachtree Partners.(1) The Offer will provide you with an opportunity to liquidate all, or a portion of, your investment in DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II without the usual transaction costs associated with market sales or partnership transfer fees. The Purchasers are amending the Offer by extending the Expiration Date to December 19, 2006. You can view the Offer materials as amended on our website at www.mpfi.com (Click on MPF Tenders) or by calling us at the number below. After carefully reading the Offer as amended, if you elect to tender your Units, mail (using the enclosed pre-addressed, postage paid envelope) or fax (then mail) a duly completed and executed copy of the Letter of Transmittal (printed on PURPLE paper) and change of address forms, and any other documents required by the Letter of Transmittal, to the Depositary for the Offer at the address on this letterhead or via facsimile at (925) 631-9119. If you have any questions or need assistance, please call the Depository at 800-854-8357. This Offer expires (unless extended) December 19, 2006. - --------- 1 The Purchasers have been told by a limited partner in the Partnership that Peachtree Partners recently offered to purchase less than 5% of the Units of the Partnership at a price of $225 per Unit. The Purchasers are unaware of the details of the offer and have no further information about such an offer. EX-99 3 mpfdrexeltota1exa6.txt EXHIBIT (A)(6) PRESS RELEASE Exhibit (a)(6) FOR IMMEDIATE RELEASE MacKenzie Patterson Fuller, LP announces an increase in offer price and an extension of tender offer for DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II Moraga, Calif. (Market Wire)--November 1, 2006-- MPF-NY 2006, LLC; MP Income Fund 12, LLC; MP Income Fund 14, LLC; MPF DeWaay Premier Fund 2, LLC; MPF DeWaay Premier Fund 4, LLC; MPF Flagship Fund 12, LLC; MP Value Fund 7, LLC; MP Falcon Growth Fund 2, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF Special Fund 8, LLC; Sutter Opportunity Fund 4, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC; MPF DeWaay Fund 5, LLC; and MPF Senior Note Program I, LP (the "Purchasers") have increased the Offer Price to $250 per Unit, less distributions between the Offer Date and Expiration Date, and extended the expiration date with respect to their tender offer for units of limited partnership interests (the "Units") in DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II (the "Partnership"), pursuant to a letter to be mailed to unitholders as soon as practicable after the date of this release. The expiration date has been extended through December 19, 2006. As of the date hereof, no Units have yet been tendered by unitholders and not withdrawn. Unitholders should read the Offer to Purchase and the related materials carefully because they contain important information. Unitholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Supplemental Letter to Unitholders, the Letter of Transmittal, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov. Unitholders also may obtain a copy of these documents, without charge, from our website at www.mpfi.com (click on MPF Tenders), or by calling toll free at 800-854-8357. Contact: Christine Simpson, 800-854-8357 x.224 MacKenzie Patterson Fuller, LP 1640 School Street, Suite 100 Moraga, California 94556 -----END PRIVACY-ENHANCED MESSAGE-----