SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
PURSUANT TO SECTIONS 14(D)(1) OR 13(E)(3) OF THE SECURITIES EXCHANGE ACT OF 1934
IDM PARTICIPATING INCOME COMPANY - II
A California Limited Partnership
(Name of Subject Company (Issuer))
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DVM PROPERTIES, INC.
A Texas Corporation
(Name of Filing Persons - Offeror)
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LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
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N/A
(CUSIP Number of Class of Securities)
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HOWARD F. HART
HUGHES HUBBARD & REED LLP
350 SOUTH GRAND AVENUE, 36TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 613-2800
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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<F1> Amount of Filing Fee
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$1,350,000 $270
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<F1>
Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 200,000 Units at
$6.75 per Unit.
[ ] 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: N/A
Form or Registration No: N/A
Filing Party: N/A
Date Filed: N/A
[ ] 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.
[X] 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: [ ]
SCHEDULE TO
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under "SUMMARY TERM
SHEET" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is IDM Participating Income Company -
II, a California limited partnership (the "Company"), and the address of its
principal executive offices is Suite K100, 19401 South Vermont, Torrance,
California 90502. The Company's telephone number is (562) 590-1390.
(b) This Schedule relates to the offer by DVM Properties, Inc., a Texas
corporation (the "Offeror") to purchase any and all of the Company's outstanding
Limited Partnership Units (the "Units"), at $6.75 per Unit, net to the seller in
cash, all upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 14, 2001 (the "Offer to Purchase"), and the related Letter
of Transmittal (which together constitute the "Offer"), copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. As of
December 31, 2000, the Company had issued and outstanding 200,000 Units and
there were approximately 1,645 holders of record of the Units.
(c) The information set forth on the cover page and under "Introduction"
and "Special Factors - Price Range of Units; Distributions; Trading Volume" in
the Offer to Purchase is incorporated herein by reference.
(d)-(f) The information set forth under "SPECIAL FACTORS - Purpose of the
Offer" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (c) This Schedule is being filed by the Offeror. The information set
forth under "SPECIAL FACTORS - Certain Information Concerning the Offeror" in
the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a), (d), (e) The information set forth in the Offer to Purchase is
incorporated herein by reference.
(c), (f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) - (d), (e) The information set forth under "SPECIAL FACTORS - Past
Contacts, Transactions, Negotiations and Agreements; Transactions and Agreements
Concerning the Units" in the Offer to Purchase is incorporated herein by
reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) - (b), (c)(1) - (c)(8) The information set forth under "SPECIAL FACTORS
- - Purpose of the Offer" and "SPECIAL FACTORS - Fairness of the Transaction;
Reports, Opinions, Appraisals and Certain Negotiations; No Approvals Required;
No Appraisal Rights" in the Offer to Purchase is incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c) The information set forth under "SPECIAL FACTORS - Source and
Amount of Funds" and "SPECIAL FACTORS - Persons Retained; Fees and Expenses" in
the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) The information set forth under "SPECIAL FACTORS - Interest in
Units" in the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "INTRODUCTION" and "SPECIAL FACTORS -
Persons Retained; Fees and Expenses" in the Offer to Purchase is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth under "SPECIAL FACTORS - Certain Litigation,"
"SPECIAL FACTORS - Past Contracts, Transactions or Negotiations; Transactions
and Agreements Concerning the Units" and "SPECIAL FACTORS - "Fairness of the
Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Form of Offer to Purchase, dated May 14, 2001.
(a)(1)(B) Form of Letter of Transmittal with Substitute Form W-9.
(a)(1)(C) Instructions for the Requester of Form W-9.
(a)(1)(D) Form of Letter to the Limited Partners.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The information set forth under "SUMMARY TERM SHEET," "Introduction,"
"SPECIAL FACTORS - Purpose of the Offer," "SPECIAL FACTORS - Certain Federal
Income Tax Consequences," "SPECIAL FACTORS - Fairness of the Transaction;
Reports, Opinions, Appraisals and Certain Negotiations; No Approvals Required;
No Appraisal Rights," and "SPECIAL FACTORS - Past Contracts, Transactions or
Negotiations; Transactions and Agreements Concerning the Units" in the Offer to
Purchase and Schedule B to the Offer to Purchase is incorporated herein by
reference. Additionally, Item 8 of the Partnership's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 is incorporated herein by reference.
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.
DVM PROPERTIES, INC.
By: /S/ WILLIAM J. CARDEN
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William J. Carden
President
Dated: May 14, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(1)(A) Form of Offer to Purchase, dated May 14, 2001.
(a)(1)(B) Form of Letter of Transmittal with Substitute Form W-9.
(a)(1)(C) Instructions for the Requester of Form W-9.
(a)(1)(D) Form of Letter to the Limited Partners.