-----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, R9TqgxaPRkPkjV8t/l0I+YGj5Qob/XxTjv8XqqurHrpaaxVcm4WiBH5zEg1qiUKq rp1IjRpNNCoaEGqpZPxQyA== 0001011723-07-000076.txt : 20071120 0001011723-07-000076.hdr.sgml : 20071120 20070510211853 ACCESSION NUMBER: 0001011723-07-000076 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20071108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMRECORP REALTY FUND II CENTRAL INDEX KEY: 0000745061 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 751956009 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54793 FILM NUMBER: 07839809 BUSINESS ADDRESS: STREET 1: 2800 N DALLAS PKWY STREET 2: #100 CITY: PLANO STATE: TX ZIP: 75093-4707 BUSINESS PHONE: 9728368010 MAIL ADDRESS: STREET 1: 2800 N DALLAS PKWY STREET 2: #100 CITY: PLANO STATE: TX ZIP: 75093-4707 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 mpfamrecorp2tota1.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 ------------------- AMRECORP REALTY FUND II (Name of Subject Company) MPF-NY 2007, LLC; Steven Gold; MPF Special Fund 8, LLC; Everest Management, LLC; Anise, LLC; MacKenzie Patterson Fuller, LP; and Everest Properties II, LLC (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 $1,109,543 $34.06 * For purposes of calculating the filing fee only. Assumes the purchase of 12,328.25 Units at a purchase price equal to $90 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: $34.06 Form or Registration Number: SC TO-T Filing Party: MacKenzie Patterson Fuller, LP Date Filed: April 23, 2007 [ ] 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 [X] 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 23, 2007 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 2007, LLC; Steven Gold; MPF Special Fund 8, LLC; Everest Management, LLC; Anise, LLC (collectively the "Purchasers") to purchase all Units of limited partnership interest (the "Units") in Amrecorp Realty Fund II (the "Partnership"), the subject company, not already held by purchasers and their affiliates at a purchase price equal to $90 per Unit, less the amount of any distributions declared or made with respect to the Units between April 23, 2007 (the "Offer Date") and May 23, 2007 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 23, 2007 (the "Offer to Purchase") and the related Letter of Transmittal. The Offer is hereby amended in the following respects: EQUITY RESOURCE FRANKLIN FUND, LLC has withdrawn from the Offer. The other Purchasers are continuing the Offer on the same terms and conditions, and will allocate tendered Units equally among the three Purchasers. The Original Schedule TO was signed by all bidders. The Purchasers' offer to purchase the Partnership's property was made in an email to the general partner's staff in early April. There were no conditions or terms negotiated other than sale price; had we agreed on a sale price, those terms would have been discussed at that point. The General Partner did not provide a reason for its rejection of the offer; it just stated that it would actively market the property and would entertain a bid from us along with any other potential purchaser. We no longer have any plans to purchase the property. If our offer had been accepted, we estimate that limited partners would have received approximately $98 per Unit. The Schedule 13D filed on April 23, 2007 is hereby amended to delete Equity Resource Investments, LLC and EQUITY RESOURCE FRANKLIN FUND, LLC as members of the group. Thus, as a group, the remaining members beneficially own 1,285.75 Units, or approximately 8.8% of the outstanding Units. This information amends Items 1-14 of Schedule 13D, as applicable. Item 12. Exhibits. (a)(1) Offer to Purchase dated April 23, 2007* (a)(2) Letter of Transmittal* (a)(3) Form of Letter to Unit holders dated April 23, 2007* (b)- (h) Not applicable. * Previously filed and incorporated by reference from the Schedule TO filed with the SEC by the Purchasers on April 23, 2007 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: May 11, 2007 MPF-NY 2007, LLC; MPF Special Fund 8, LLC 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 STEVEN GOLD /s/ Steven Gold EVEREST MANAGEMENT, LLC; By: Everest Properties II, LLC, Manager By: /s/ David Lesser David Lesser, Executive Vice President EVEREST PROPERTIES II, LLC By: /s/ David Lesser David Lesser, Executive Vice President ANISE, LLC By: /s/ DeAnn Totta DeAnn Totta, Manager COVER 2 filename2.txt May 11, 2007 Christina Chaulk Office of Mergers and Acquisitions Securities and Exchange Commission Washington, D.C. 20549-0303 Re: Amrecorp Realty Fund II, Schedule TO-T filed April 23, 2007 by MacKenzie Patterson Fuller, LP and its affiliates, the Purchasers SEC File No. 005-54793 Dear Ms. Chaulk: Thank you for your letter dated May 1, 2007 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 disclose the fact that we made an earlier offer, and the date and amount of that offer in two different locations in the Offer to Purchase. It is in the Summary Term Sheet under "WHAT IS THE MARKET VALUE OF MY UNITS?" and under "Establishment of the Offer Price." Further, almost without fail, every unit holder would have received a copy of that offer as well (and perhaps the 14D-9 filed with respect to that offer), and would be fully aware of the previous offer. We do not feel it is appropriate for the Staff to make comments about whether or not disclosure items should be bullet points or otherwise. Furthermore, we fail to see the materiality of the disclosure in any case; the unit holders receiving this offer cannot avail themselves of the previous offer and the purchasers do not have a plan or intention of making "serial offers." In fact, 83% of the participants in this offer were not a part of the last offer (i.e., only Steve Gold participated in the last offer and this offer). The Purchasers and their affiliates have conducted the following previous tender offers: Everest Management, LLC made 3 offers: $65 per Unit on 4/17/01; $80 per Unit on 9/25/02; and $30 per Unit on 10/03/05; Affiliates of MacKenzie Patterson Fuller, LP have made 4 offers (dates are approximate): 7-1-1998, $40 Per Unit; 2-29-00, $30 Per Unit; 7-7-2003, $80 Per Unit; 11-22-2006, $60 Per unit (net of distributions, as noted below). Equity Resources is withdrawing from the Offer, so information about their tender offers in the past was not requested. 2. We acknowledge that we have an obligation to disclose and disseminate material information of which we are aware that is not publicly available. Furthermore, should we make a material change in the terms of our Offer, we will file an amendment and disseminate the changes. 3. We mailed the Offer to Purchase, Letter of Transmittal, and Letter to Unit Holders to each limited partner of record, filed the same on EDGAR, and posted the same on our website. Thus, we have complied with Rule 14d-4's requirement that we "must publish, send or give the disclosure required by Sec. 240.14d-6 to security holders...." The instruction to paragraph (a) states that "tender offers may be published or sent or given to security holders by other methods..." Clearly, mailing a copy of the entire offer to each security holder May 11, 2007 Page 2 of 3 satisfies the requirement that we "send" the offer to security holders. Frankly, we are surprised by this comment. If the Staff has a concern that is not addressed by our response, please let us know. 4. We will file an amendment clarifying that the Schedule TO was signed by all bidders. 5. As disclosed in the Offer, the last tender offer was at $60 per Unit net of distributions. Originally, it was $85 per Unit, but that was prior to a $25 per Unit distribution made in late November 2006, so the offer price was reduced to $60 per Unit, as disclosed in the Partnership's Schedule 14D-9 filed with respect to that offer. The offer by CMG Partners at $65 per Unit is the "latest offer" to which we refer. As a point of clarification, our last offer ended December 29, 2006, not in January. As for the CMG Partners offer, we understand that it began sometime on or before January 2007 and continued through February 28, 2007, unless it was extended (our information is from the General Partner's preliminary proxy filing). As to your comment about this statement being misleading, we assume that our clarification regarding the distribution resolves that concern. As to your comment regarding the General Partner's recent offer, we disclose the details of that offer no fewer than 4 times in the Offer, including below the bullet point you reference. Further, in each instance we refer the General Partner's offer in comparison to our Offer, but again, he has abandoned that offer, as we disclose, so our comparison is based upon a sale at that price, even though no such contract is in place. 6. We will note in future offers that notice of the extension will be filed on EDGAR. The Summary Term Sheet already discloses that we will issue a public announcement. 7. It is neither our intent nor is it likely that our offer will result in deregistration eligibility. This offer is not one in a planned series of transactions that is likely to have that result either. We state already in the offer that "The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers." We also discuss the possibility of deregistration, which in this case is highly unlikely with 1,470 limited partners. Lastly, we are not an affiliate of the Partnership, so a 13e-3 filing would not be required even if our offer would certainly result in deregistration. 8. The offer to purchase was made in an email to the general partner's staff in early April. There were no conditions or terms negotiated other than sale price; had we agreed on a sale price, those terms would have been discussed at that point. The General Partner did not provide a reason for its rejection of the offer; it just stated that it would actively market the property and would entertain a bid from us along with any other potential purchaser. We no longer have any plans to purchase the property. If our offer had been accepted, we estimate that limited partners would have received approximately $98 per Unit. 9. We have no plans or intentions with respect to purchasing or marketing the property, as we disclose in the offer. At this point, if the property is actively marketed, we are content to receive the benefits of such a sale as limited partners. 10. We acknowledge your expectation. 11. The offer is to purchase "ALL Units of limited partnership interest (the "Units") in AMRECORP REALTY FUND II (the "Partnership") not already held by purchasers and their affiliates." The Purchasers and their affiliates currently own 2,215.75 Units, so the 12,328.25 Units May 11, 2007 Page 3 of 3 subject to the offer are all outstanding units that could be tendered. We believe this is clearly disclosed in several places. 12. As indicated above, we have no plans to purchase the property. Our negotiations with the general partner terminated, and the general partner indicated that it would begin actively marketing the property. 13. We do not believe the condition in 13(e) is impacted by the transaction proposed by the General Partner. The General Partner proposed to purchase the property owned by the Partnership, not additional units in the Partnership. 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, Chip Patterson Senior Vice President and General Counsel (925) 631-9100 ext. 206 (925) 871-4046 (Fax) chip@mpfi.com -----END PRIVACY-ENHANCED MESSAGE-----