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
(AMENDMENT NO. 1)
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* Amount of Filing Fee
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$1,350,000 $270
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* 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: [ ]
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (the
"Schedule TO"), filed initially with the Securities and Exchange Commission on
May 14, 2001, 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 were
previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the
Schedule TO.
The Schedule TO, which incorporates by reference certain information
contained in the Offer to Purchase, is hereby generally amended and supplemented
throughout to the effect that the Offer will not be consummated because the
Offeror has been enjoined by an order of the United States District Court for
the Central District of California from accepting Units for payment. The
injunction was issued in connection with the litigation described in the Offer
to Purchase. The Offeror has instructed the Depositary for the Offer to return
promptly all tenders of Units made and not withdrawn. On June 18, 2001, the
Offeror issued the press release included as Exhibit (a)(5) hereto. The
information set forth in the press release is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(5) Press Release issued by the Offeror on June 18, 2001.
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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Name: William J.Carden
Title: President
Dated: June 18, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(5) Press Release of Offeror issued June 18, 2001.