SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
Amendment No. 1
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II
(Name of Subject Company)
MACKENZIE REALTY CAPITAL, INC.
AND MACKENZIE CAPITAL MANAGEMENT, 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 Capital Management, LP | | MacKenzie Capital Management, LP |
| 1640 School Street | | 1640 School Street |
| Moraga, California 94556 | | Moraga, California 94556 |
| (925) 631-9100 ext. 1024 | | (925) 631-9100 ext. 1006 |
(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 |
| | | |
| | $2,250,000 | $261.45 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 500,000 Units at a purchase price equal to $4.50 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: $261.45 |
| | Form or Registration Number: SC TO-T |
| | Filing Party: MacKenzie Realty Capital, Inc. |
| | Date Filed: May 18, 2015 |
| | |
| [ ] | 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] |
| | |
| | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
| | |
| [ ] | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| [ ] | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
FINAL AMENDMENT TO TENDER OFFER
This Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MacKenzie Realty Capital, Inc.; and MacKenzie Capital Management, LP (collectively the “Purchasers”) to purchase up to 500,000 Units of limited partnership interest (the “Units”) in Uniprop Manufactured Housing Communities Income Fund II (the “Partnership”), the subject company, at a purchase price equal to $4.50 per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated May 18, 2015 (the “Offer Date”) and the related Assignment Form.
The Offer resulted in the tender by Unit holders, and acceptance for payment by the Purchasers, of a total of approximately 44,902 Units. Following the purchase of all the tendered Units, the Purchasers will own an aggregate of approximately 195,813 Units, or approximately 5.93% of the outstanding 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: June 30, 2015
MacKenzie Realty Capital, Inc.
| By: | /s/ Chip Patterson | | |
| | Chip Patterson, Secretary | | |
