SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 LAND APPRECIATION FUND II, L.P.
(Name of Subject Company)
MPF-NY 2005, LLC; STEVEN GOLD; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY FUND 2,
LLC; MPF DEWAAY FUND 4, LLC; MPF BLUERIDGE FUND I, LLC; MPF BLUERIDGE FUND II,
LLC; MP INCOME FUND 20, LLC; MPF INCOME FUND 22, LLC; MPF FLAGSHIP FUND 11,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
SUTTER OPPORTUNITY FUND 3, LLC; MACKENZIE PATTERSON FULLER, LP
(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, LP MacKenzie Patterson Fuller, LP
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
$8,027,250 $858.92
* For purposes of calculating the filing fee only. Assumes the purchase of
9,730 Units at a purchase price equal to $825 per Unit in cash.
[ ] 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:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2005, LLC; STEVEN GOLD; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY FUND 2, LLC;
MPF DEWAAY FUND 4, LLC; MPF BLUERIDGE FUND I, LLC; MPF BLUERIDGE FUND II, LLC;
MP INCOME FUND 20, LLC; MPF INCOME FUND 22, LLC; MPF FLAGSHIP FUND 11, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A,
LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; SUTTER OPPORTUNITY FUND 3, LLC;
MACKENZIE PATTERSON FULLER, LP (collectively the "Purchasers") to purchase up to
9,730 Units of limited partnership interest (the "Units") in Inland Land
Appreciation Fund II, L.P. (the "Partnership"), the subject company, at a
purchase price equal to $825 per Unit, less the amount of any distributions
declared or made with respect to the Units between March 2, 2006 (the "Offer
Date") and April 10, 2006 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 March 2, 2006 (the "Offer to Purchase") and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. As noted above, the Offer price would be
subject to reduction for distributions made or declared prior to the Expiration
Date. Any distributions made or declared after the Expiration Date, by the terms
of the Offer and as set forth in the Letter of Transmittal, would be assigned by
tendering Unit holders to the Purchasers.
In the event of a price reduction resulting from a Partnership
distribution declared or made after the Offer Date and before the Expiration
Date, as described above, the Purchasers will file an amendment to this Schedule
TO reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.
The Partnership had 4,522 holders of record owning an aggregate of
50,068 Units as of December 31, 2004, according to its Annual Report on Form
10-K for the fiscal year ending December 31, 2004. The Purchasers and their
affiliates currently beneficially own 70 Units, or 0.14% of the outstanding
Units. The 9,730 Units subject to the Offer constitute 19.43% of the outstanding
Units. Consummation of the Offer, if all Units sought are tendered, would
require payment by the Purchasers of up to $8,027,250 in aggregate Purchase
Price, which the Purchasers intend to fund out of their current working capital.
The address of the Partnership's principal executive offices is 2901
Butterfield Road, Oak Brook, IL 60523, and its phone number is (630) 218-8000.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated March 2, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 2, 2006
(a)(4) Form of advertisement in Investor's Business Daily
(b)-(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
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Not applicable.
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: March 2, 2006
MPF-NY 2005, LLC; MPF FLAGSHIP FUND 9, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY
FUND 4, LLC; MPF BLUERIDGE FUND I, LLC; MPF BLUERIDGE FUND II, LLC; MP INCOME
FUND 20, LLC; MPF INCOME FUND 22, LLC; MPF FLAGSHIP FUND 11, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC;
MACKENZIE PATTERSON SPECIAL FUND 7, LLC; SUTTER OPPORTUNITY FUND 3, LLC;
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
STEVEN GOLD
/s/ Steven Gold
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated March 2, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated March 2, 2006
(a)(4) Form of advertisement in Investor's Business Daily