SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CONSOLIDATED RESOURCES HEALTH CARE FUND II
(Name of Subject Company)
MPF - NY 2005, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; MPF DEWAAY
FUND 2, LLC; MPF INCOME FUND 22, LLC; MP VALUE FUND 8, LLC; MPF SPECIAL
FUND 8, LLC; AND MACKENZIE PATTERSON FULLER, INC. AND C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc.
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(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
$2,250,000.00 $264.83
* For purposes of calculating the filing fee only. Assumes the purchase of
15,000 Units at a purchase price equal to $150 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: $264.83
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: April 21, 2005
[ ] 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]
The Schedule TO filed as of April 21, 2005 by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
FINAL AMENDMENT TO TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF - NY 2005, LLC; MPF Acquisition Co. 3, LLC; Moraga Gold, LLC; MPF DeWaay
Fund 2, LLC; MPF Income Fund 22, LLC; MP Value Fund 8, LLC; MPF Special Fund 8,
LLC; and MacKenzie Patterson Fuller, Inc. (collectively the "Purchasers") to
purchase up to 15,000 Units of limited partnership interest (the "Units") in
Consolidated Resources Health Care Fund II (the "Partnership"), the subject
company, at a purchase price equal to $150 per Unit, less the amount of any
distributions declared or made with respect to the Units between April 21, 2005
(the "Offer Date") and May 30, 2005 or such other date to which this Offer may
be extended (the "Expiration Date").
The Offer resulted in the tender by Unit holders, and acceptance for payment by
the Purchasers, of a total of 423 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 746 Units, or approximately 5% of
the total outstanding Units. These Units were allocated among the Purchasers as
follows: MPF-NY 2005, 141 units; MPF Acquisition Co. 3, LLC, 141 Units; MPF
DeWaay Fund 2, LLC, 141 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 15, 2005
MPF - NY 2005, LLC; MPF Acquisition Co. 3, LLC; Moraga Gold, LLC; MPF DeWaay
Fund 2, LLC; MPF Income Fund 22, LLC; MP Value Fund 8, LLC; MPF Special Fund 8,
LLC; and MacKenzie Patterson Fuller, Inc.
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or
General Partner of each filing person
C.E. PATTERSON
/s/ C.E. Patterson
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