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)
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL
FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
MACKENZIE PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND
7, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE
SPECIFIED INCOME FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL FUND, LTD., L.P. 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
$7,125,000.00 $838.61
* For purposes of calculating the filing fee only. Assumes the purchase of
15,000 Units at a purchase price equal to $475 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: $838.61
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: June 17, 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: [ ]
The Schedule TO filed as of June 17, 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.
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND
7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF
FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME
FUND, L.P.; MPF Special Fund 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P. (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
$475 per Unit, less the amount of any distributions declared or made with
respect to the Units between June 17, 2005 (the "Offer Date") and July 17, 2005
or such other date to which this Offer may be extended (the "Expiration Date"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 17, 2005 (the "Offer to Purchase") and the related Letter of
Transmittal.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated June 17, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 17, 2005*
(a)(4) Notice of withdrawal from Care Associates, LLC Offer*
(a)(5) Form of Letter to Unit holders dated June 29, 2005
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 17, 2005.
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 29, 2005
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND
7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF
FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME
FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.
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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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated June 17, 2005*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 17, 2005*
(a)(4) Notice of withdrawal from Care Associates, LLC Offer*
(a)(5) Form of Letter to Unit holders dated June 29, 2005
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 17, 2005.