SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                   SCHEDULE TO
                                (Amendment No. 5)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   Wilder Richman Historic Properties II, L.P.
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                       (Name of Subject Company [Issuer])

                      Everest Properties II, LLC (offeror)
                       MPF Pacific Gateway, LLC (offeror)
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                                (Filing Persons)

                      Units of Limited Partnership Interest
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                         (Title of Class of Securities)

                                      None
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                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
                           Everest Properties II, LLC
                        199 S. Los Robles Ave., Suite 200
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
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                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE
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  Transaction Valuation: $8,170,000(1)       Amount of Filing Fee: $1,634(2)
- --------------------------------------------------------------------------------
(1) Calculated as the product of the total Units available for purchase and the
gross cash price per Unit.
(2) Already paid.

[ ]  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:  Not Applicable       Filing party:  Not Applicable
     Form or registration no.:  Not Applicable     Date filed:  Not Applicable

[ ]  Check 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]






     This Amendment No. 5 amends the Tender Offer  Statement on Schedule TO (the
"Schedule  TO") filed by  Everest  Properties  II,  LLC,  a  California  limited
liability company  ("Everest"),  Dixon Mill Investor,  LLC, a New Jersey limited
liability company ("Dixon"),  and MPF Pacific Gateway, LLC, a California limited
liability company ("MPF") (Everest, Dixon, and MPF are referred to herein as the
"Original  Bidders,"  and  Everest  and  MPF  are  referred  to  herein  as  the
"Purchasers"),  to purchase Units of limited partnership  interests ("Units") in
Wilder Richman Historic Properties II, L.P. (the "Partnership"), as set forth in
the Schedule TO.  Capitalized terms used but not defined herein have the meaning
ascribed to them in the Offer to Purchase  filed as Exhibit 12.1 to the Schedule
TO, as amended hereby (the "Offer to Purchase").

     On December 29, 2005, the Original Bidders mutually agreed that Dixon would
no longer  participate as a bidder in the Offer due to concerns expressed by the
Securities and Exchange  Commission that the Offer by the Original  Bidders,  as
presented to such date, may constitute a "going private  transaction" under Rule
13e-3  promulgated  under the  Securities  Exchange  Act of 1934.  The  Original
Bidders  disagreed  that the Offer  was such a going  private  transaction,  but
revised the Offer to  discontinue  Dixon as a bidder in the Offer and to provide
that Everest would purchase the Units that Dixon would otherwise have purchased.
The Original  Bidders  filed an amendment to the Offer with the  Securities  and
Exchange  Commission  on December 29, 2005,  to report such change to the Offer,
which the Original Bidders did not consider material. As a result, neither Dixon
nor any of its affiliates  will acquire any Units that were tendered in response
to the Offer. Neither Dixon nor any of its affiliates is providing any financing
for the Offer.  Neither Dixon nor any of its affiliates have participated in any
decisions  relating to the Offer after  agreeing to  discontinue as a bidder and
they will not participate in any such decisions in the future.  Other than those
described  herein,  no  agreements  have been made  between  or among any of the
Original  Bidders or any of their  affiliates  regarding the  Partnership or its
securities.


ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Item 8 is hereby supplemented as follows:

     The Offer expired  pursuant to its terms at 5:00 p.m.,  New York City time,
on  December  29,  2005.  The  Purchasers  received  35 Units that were  validly
tendered and not withdrawn,  all of which were accepted for payment. As a result
of the Offer,  Everest is  acquiring  32 Units (4%) and MPF is acquiring 3 Units
(0.4%).  Affiliates of Everest already own Units as follows:  Everest  Investors
14, LLC, owns 97 Units (12%);  Millenium  Management,  LLC, owns 86 Units (11%);
and Everest Management,  LLC, owns 32 Units (4%).  Affiliates of MPF already own
Units as  follows:  MPF  Flagship  Fund 9,  LLC,  owns 8 Units  (1%);  MacKenzie
Patterson  Special Fund 6-A, LLC, owns 5 Units (0.6%);  and MacKenzie  Patterson
Special Fund 6, LLC, owns 16.5 Units (2%).







                                    SIGNATURE


     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: January 20, 2006

                                EVEREST PROPERTIES II, LLC

                                By: /S/ DAVID I. LESSER
                                    ------------------------
                                    David I. Lesser
                                    Executive Vice President


                                MPF PACIFIC GATEWAY, LLC
                                By: MacKenzie Patterson Fuller, Inc., Manager

                                By: /S/ CHIP PATTERSON
                                    ------------------------
                                    Chip Patterson
                                    Senior Vice President