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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
MRI Business Properties Fund, Ltd. II
(Name of Subject Company)
MRI Business Properties Fund, Ltd. II
(Name of Person Filing Statement)
Unit of Limited Partnership Interest
(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Martin Lifton
NPI Equity Investments II, Inc.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
David J. Heymann
Post & Heymann, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 681-3636
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1. Security and Subject Company
The name of the subject partnership is MRI Business Properties Fund,
Ltd. II, a California limited partnership (the "Partnership"), and the
address of its principal executive offices is 5665 Northside Drive,
N.W., Suite 370, Atlanta, Georgia 30328. The title of the class of
equity securities to which this Statement relates is Units of Limited
Partnership Interest of the Partnership ("Units").
2. Tender Offer of the Bidder
This Statement relates to the tender offer of DeForest Ventures I L.P.,
a Delaware limited partnership (the "Purchaser"), to purchase up to
9,591 outstanding Units at a purchase price of $255.76 per Unit,
pursuant to the terms and conditions of an Offer to Purchase dated June
2, 1995, and the related Letter of Transmittal (together, the "Offer").
The Offer is being made pursuant to a tender offer statement on Schedule
14D-1 dated June 2, 1995.
The address of the executive offices of the Purchaser is 5665 Northside
Drive, N.W., Suite 370, Atlanta, Georgia 30328.
3. Identity and Background
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) DeForest Capital I Corporation, the general partner of the Purchaser
("DeForest Capital"), is affiliated with NPI Equity Investments II,
Inc., the entity which controls the general partners of the Partnership
(together, the "General Partner").
Certain Relationships. The General Partner owns a 2% interest in the
Partnership and thus receives, as a continuing interest in the
Partnership, an amount equal to a 2% allocation of the Partnership's
profits and losses, and 2% of distributions. The General Partner and
its affiliates are also entitled to be reimbursed for certain expenses
and to receive fees pursuant to the terms of the Partnership Agreement.
For information as to the amounts paid to the General Partner and its
affiliates during the last three fiscal years and the six months ended
March 31, 1995, see Note 2 to the Financial Statements of the
Partnership in the Form 10-K of the Partnership for the fiscal year
ended September 30, 1994 and Note 2 to the Financial Statements of the
Partnership in the Form 10-Q of the Partnership for the six months ended
March 31, 1995.
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Tender Offer Loan. As disclosed in the Offer, the Purchaser has
obtained a loan in connection with consummation of the Offer. One of
several sources of repayment of such loan is the Purchaser's
distributable portion of the proceeds of any sales or refinancings of
Partnership properties. Consequently, the General Partner may have a
conflict of interest in determining whether and when to sell and/or
refinance the Partnership's properties. In addition, because the terms
of the loan will require a payment by the Purchaser after a property sale
or refinancing by the Partnership (whether or not the proceeds of such
sale or refinancing are distributed by the Partnership), a conflict of
interest may exist for the General Partner in determining whether and
when to cause the Partnership to distribute any of such proceeds.
4. The Solicitation or Recommendation
The Partnership is recommending that unitholders not tender their Units
for the following reasons. The Partnership's Marriott Riverwalk hotel
and Marriott Somerset hotel are currently under contract for sale, with
the sale of these properties expected to occur no later than July 31,
1995. It is anticipated that, if such sales close, the Partnership
would distribute approximately $356 per Unit in the aggregate to its
Unitholders. Such amount is greater than the $255.76 per Unit cash
consideration which will be paid to Unitholders who tender their Units
pursuant to the Offer. In addition, the Partnership is currently
marketing its remaining two properties. If all of the Partnership's
properties are sold, the Partnership would be liquidated resulting in
additional distributions to Unitholders. Unitholders who tender their
Units will not be entitled to receive any distributions from the
Partnership.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of
persons to make solicitations or recommendations to Unitholders on its
behalf concerning the Offer.
6. Certain Negotiations and Transactions by the Subject Company
(a) None
(b) Except for 26,276 Units beneficially owned by the Purchaser and 57 Units
beneficially owned by affiliates of the General Partner, none of which
will be tendered in the Offer, neither the Partnership nor any executive
officer, director, affiliate or subsidiary of the Partnership owns any
Units.
7. Additional Information to be Furnished
None.
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8. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) - Offer to Purchase of the Purchaser dated June 2, 1995
Exhibit (a)(ii) - Cover Letter to Unitholders from the Partnership dated
June 2, 1995
Exhibit (b) - None
Exhibit (c)(i) - Note 2 to the financial statements of the Partnership
included in the Form 10-K of the Partnership for the
fiscal year ended December 31, 1994.
Exhibit (c)(ii) - Note 2 to the financial statements of the Partnership
included in the Form 10-Q of the Partnership for the
three months ended March 31, 1995.
SIGNATURE
After reasonable 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.
MRI BUSINESS PROPERTIES FUND, LTD. II
By: MONTGOMERY REALTY COMPANY - 84,
its managing general partner
By: FOX REALTY INVESTORS,
its managing partner
By: NPI EQUITY INVESTMENTS II, INC.
its managing partner
Date: June 2, 1995 By: /s/ Martin Lifton
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Martin Lifton, Chairman
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