Exhibit (a)(3)
April 23, 2007
TO: UNIT HOLDERS OF AMRECORP REALTY FUND II
SUBJECT: OFFER TO PURCHASE UNITS
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 all Units of limited
partnership interest (the "Units") in AMRECORP REALTY FUND II (the
"Partnership") at a purchase price equal to:
$90 per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in AMRECORP REALTY 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. This Offer Price is 44% higher than the
latest tender offer of which the Purchasers are aware.
o EQUIVALANT TO APPRAISED VALUE. This Offer is approximately equivalent
to what the General Partner estimated limited partners would receive
($87 to $92 per Unit) if the Partnership's property were sold at
appraised value as of January 2, 2007, assuming prepayment of the
Partnership's loan is required. (see Schedule 13e-3 filed by the
Partnership on March 2, 2007).
o EQUIVILANT TO GENERAL PARTNER OFFER. This Offer is approximately
equivalent to what the General Partner estimated limited partners
would receive in its offer ($87 to $92 per Unit), assuming prepayment
of the Partnership's loan is required. The General Partner was
recommending that limited partners approve its offer and has a duty to
act in their best interests. (see Schedule 13e-3 filed by the
Partnership on March 2, 2007).
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 partnership is currently set to terminate on or
before December 31, 2014, although the General Partner said it intends
to actively market the Partnership's property for sale, but there can
be no assurance as to when the property can be sold and the
Partnership liquidated.
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. 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 (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on purple 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, LP
1640 School Street, Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depositary at
800-854-8357. This Offer expires (unless extended) May 23, 2007.