Exhibit (a)(3)
December 19, 2005
TO: UNIT HOLDERS OF CONSOLIDATED RESOURCES HEALTH CARE FUND II
SUBJECT: OFFER TO PURCHASE UNITS FOR $50 PER UNIT MORE THAN PREVIOUS OFFERS!
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 3,750 Units of
limited partnership interest (the "Units") in CONSOLIDATED RESOURCES HEALTH CARE
FUND II (the "Partnership") at a purchase price equal to:
$525 per Unit
-------------
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in CONSOLIDATED RESOURCES HEALTH CARE FUND II without the
usual transaction costs associated with market sales or partnership transfer
fees. Reasons you may wish to sell your Units include:
o HIGHEST OFFER PRICE YET. The Offer Price is $50 higher than the
highest tender offer about which the Purchasers are aware.
o FAILURE TO PROVIDE FINANCIALS. The Partnership continues to fail to
provide current financial reports on its operations to the SEC and the
limited partners
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with
the opportunity to receive a guaranteed amount of money in a specified
time period. The general partner has given no indication when the
partnership will be liquidating. Therefore, investors may not see
liquidity for some time.
o ILLIQUIDITY OF UNITS. The relative illiquidity of the Units resulting
from the absence of a formal trading market makes the Units difficult
to sell.
o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
Units will be the final year for which you will be obligated to file a
K-1 for the Partnership with your tax return. This may represent a
reduction in costs associated with filing complicated tax returns.
Your decision to sell may have other favorable or unfavorable tax
consequences and potential sellers should consult their individual tax
advisers.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units, you
may avoid incurring fees for having this investment in your IRA or
retirement account. Because many custodians have transfer restrictions
against limited partnership units or charge additional fees for
holding this type of asset, many investors are faced with the task of
searching for a way to avoid these fees. Once our cash payment is sent
directly to your retirement account, you are free to consolidate your
retirement accounts or transfer the funds to a custodian that offers
lower fees.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on yellow
paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depository at
800-854-8357. This Offer expires (unless extended) January 19, 2006.