SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
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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INLAND MONTHLY INCOME FUND II, L.P.
(Name of Subject Company)
MPF-NY 2005, LLC; MPF ACQUISITION CO. 3, LLC; MACKENZIE PATTERSON SPECIAL
FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10,
LLC; MPF DEWAAY PREMIER FUND 2, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 9, LLC;
MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON
(Bidders)
LIMITED PARTNERSHIP UNITS
(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
$1,980,000.00 $233.05
* For purposes of calculating the filing fee only. Assumes the purchase of
12,000 Units at a purchase price equal to $165 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: 233.05
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, Inc.
Date Filed: August 2, 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 August 2, 2005 and amended August 30, 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
MPF-NY 2005, LLC; MPF ACQUISITION CO. 3, LLC; MACKENZIE PATTERSON SPECIAL FUND
5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC;
MPF DEWAAY PREMIER FUND 2, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS,
LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; and MPF FLAGSHIP FUND 9, LLC
(collectively the "Purchasers") to purchase up to 12,000 limited partnership
units (the "Units") in Inland Monthly Income Fund II, L.P. (the "Partnership"),
the subject company, at a purchase price equal to $165 per Unit, less the amount
of any distributions declared or made with respect to the Units between August
2, 2005 (the "Offer Date") and September 16, 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 August 2, 2005 (the
"Offer to Purchase") and the related Letter of Transmittal.
If our offer is fully subscribed, we would not have a controlling voting
interest because in limited partnerships a majority of all units outstanding is
required for a successful vote, as opposed to a majority of units voting as is
the case in some corporations. Unitholders are referred to the Schedule 14D-9
filed by the Partnership on August 12, 2005, the Form 8-K filed on August 29,
2005, and the Form 8-K filed on September 8, 2005. The Partnership disclosed
that it estimates the final liquidating distribution to be $250 per unit, which
is $85 higher than our offer. It sold the property in LaGrange, Illinois and its
remaining property. It expects to liquidate in December 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: September 13, 2005
MPF-NY 2005, LLC; MPF ACQUISITION CO. 3, LLC; MACKENZIE PATTERSON SPECIAL
FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10,
LLC; MPF DEWAAY PREMIER FUND 2, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL
INVESTORS, LTD., L.P.; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 9, LLC
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ Chip Patterson
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Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. Patterson
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