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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LIBERTY TAX CREDIT PLUS II, L.P.
(Name of Subject Company)
SCM SPECIAL FUND, LLC; MPF-NY 2006, LLC; MPF FLAGSHIP FUND 10, LLC; MPF SENIOR
NOTE PROGRAM I, LP; MPF DEWAAY PREMIER FUND 3, LLC; AND
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
$1,622,880 $173.65
* For purposes of calculating the filing fee only. Assumes the purchase of
23,184 Units at a purchase price equal to $70 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
SCM Special Fund, LLC; MPF-NY 2006, LLC; MPF Flagship Fund 10, LLC; MPF Senior
Note Program I, LP; MPF DeWaay Premier Fund 3, LLC. (collectively the
"Purchasers") to purchase up to 23,184 Units of limited partnership interest
(the "Units") in Liberty Tax Credit Plus II, L.P. (the "Partnership"), the
subject company, at a purchase price equal to $70 per Unit, less the amount of
any distributions declared or made with respect to the Units between August 24,
2006 (the "Offer Date") and October 2, 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 August 24, 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.
MacKenzie Patterson Fuller, LP is named as a bidder herein because it is deemed
to control the Purchasers, but is otherwise not participating in the offer
described in this schedule.
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 8,342 holders of record owning an aggregate of
115,917.5 Units as of MARCH 31, 2006, according to its Annual Report on Form
10-K for the fiscal year ending March 31, 2006. The Purchasers and their
affiliates currently beneficially own 4,168.93 Units, or 3.596% of the
outstanding Units. The 23,184 Units subject to the Offer constitute 20% of the
outstanding Units. Consummation of the offer, if all Units sought are tendered,
would require payment by the Purchasers of up to $1,622,880 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 625
Madison Avenue, New York, New York 10022, and its phone number is (212)
317-5700.
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.
(a)(1) Offer to Purchase dated August 24, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated August 24, 2006
(a)(4) Additional transfer documents required by general partner
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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: August 24, 2006
SCM Special Fund, LLC; MPF-NY 2006, LLC; MPF Flagship Fund 10, LLC; MPF Senior
Note Program I, LP; MPF DeWaay Premier Fund 3, LLC
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
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EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated August 24, 2006
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated August 24, 2006
(a)(4) Additional transfer documents required by general partner