-----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, Ltapx2Ik5uIzUDk+pV00MAecoHrzAwZYA2vj7wHdGh4wHX2FTy1UATmOszFTbcaC pOYygQKXUhtbmjOdFye5NQ== 0001011723-05-000124.txt : 20050719 0001011723-05-000124.hdr.sgml : 20050719 20050719133423 ACCESSION NUMBER: 0001011723-05-000124 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050719 DATE AS OF CHANGE: 20050719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED RESOURCES HEALTH CARE FUND II CENTRAL INDEX KEY: 0000732247 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 581542125 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80679 FILM NUMBER: 05961200 BUSINESS ADDRESS: STREET 1: 1175 PEACHTREE STREET SUITE 710 CITY: ATLANTA STATE: GA ZIP: 30361 BUSINESS PHONE: 4046989040 MAIL ADDRESS: STREET 1: 1175 PEACHTREE STREET SUITE 710 CITY: ATLANTA STATE: GA ZIP: 30361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER INC 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 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC TO-T/A 1 mpficrhcf2totafinal.txt FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- 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 ------------------- CONSOLIDATED RESOURCES HEALTH CARE FUND II (Name of Subject Company) MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P. AND C.E. PATTERSON (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, Inc. MacKenzie Patterson Fuller, Inc. 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 $7,125,000.00 $838.61 * For purposes of calculating the filing fee only. Assumes the purchase of 15,000 Units at a purchase price equal to $475 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: $838.61 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, Inc. Date Filed: June 17, 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: [X] The Schedule TO filed as of June 17, 2005, as amended June 29, 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. FINAL AMENDMENT TO TENDER OFFER This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF Special Fund 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P. (collectively the "Purchasers") to purchase up to 15,000 Units of limited partnership interest (the "Units") in Consolidated Resources Health Care Fund II (the "Partnership"), the subject company, at a purchase price equal to $475 per Unit, less the amount of any distributions declared or made with respect to the Units between June 17, 2005 (the "Offer Date") and July 17, 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 June 17, 2005 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer resulted in the tender by Unit holders, and acceptance for payment by the Purchasers, of a total of 2,231.5 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 2,977.5 Units, or approximately 19.9% of the total outstanding Units. The Units were allocated as follows: MP VALUE FUND 8, LLC, 165 Units; MPF FLAGSHIP FUND 10, LLC, 475 Units; MPF - NY 2005, LLC, 420 Units; MP FALCON FUND, LLC, 165 Units; MPF DEWAAY PREMIER FUND 2, LLC, 525 Units; MACKENZIE PATTERSON SPECIAL FUND 6, LLC, 166.5 Units; MACKENZIE PATTERSON SPECIAL FUND 5, LLC, 315 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: July 19, 2005 MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P. By: /s/ Chip Patterson --------------------------------------- Chip Patterson, Senior Vice President of Manager or General Partner of each filing person C.E. PATTERSON /s/ C.E. Patterson - --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----