SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
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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AMRECORP REALTY FUND II
(Name of Subject Company)
MPF-NY 2007, LLC; Steven Gold; MPF Special Fund 8, LLC; Everest Management,
LLC; Anise, LLC; MacKenzie Patterson Fuller, LP; and Everest Properties II, LLC
(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
$1,109,543 $34.06
* For purposes of calculating the filing fee only. Assumes the purchase
of 12,328.25 Units at a purchase price equal to $90 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: $34.06
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: April 23, 2007
[ ] 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
[X] 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 April 23, 2007 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 2007, LLC; Steven Gold; MPF Special Fund 8, LLC; Everest Management, LLC;
Anise, LLC (collectively the "Purchasers") to purchase all Units of limited
partnership interest (the "Units") in Amrecorp Realty Fund II (the
"Partnership"), the subject company, not already held by purchasers and their
affiliates at a purchase price equal to $90 per Unit, less the amount of any
distributions declared or made with respect to the Units between April 23, 2007
(the "Offer Date") and May 23, 2007 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 April 23, 2007 (the "Offer
to Purchase") and the related Letter of Transmittal.
The Offer is hereby amended in the following respects: EQUITY RESOURCE FRANKLIN
FUND, LLC has withdrawn from the Offer. The other Purchasers are continuing the
Offer on the same terms and conditions, and will allocate tendered Units equally
among the three Purchasers. The Original Schedule TO was signed by all bidders.
The Purchasers' offer to purchase the Partnership's property was made in an
email to the general partner's staff in early April. There were no conditions or
terms negotiated other than sale price; had we agreed on a sale price, those
terms would have been discussed at that point. The General Partner did not
provide a reason for its rejection of the offer; it just stated that it would
actively market the property and would entertain a bid from us along with any
other potential purchaser. We no longer have any plans to purchase the property.
If our offer had been accepted, we estimate that limited partners would have
received approximately $98 per Unit.
The Schedule 13D filed on April 23, 2007 is hereby amended to delete Equity
Resource Investments, LLC and EQUITY RESOURCE FRANKLIN FUND, LLC as members of
the group. Thus, as a group, the remaining members beneficially own 1,285.75
Units, or approximately 8.8% of the outstanding Units. This information amends
Items 1-14 of Schedule 13D, as applicable.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated April 23, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated April 23, 2007*
(b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 23, 2007
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: May 11, 2007
MPF-NY 2007, LLC; MPF Special Fund 8, 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
STEVEN GOLD
/s/ Steven Gold
EVEREST MANAGEMENT, LLC;
By: Everest Properties II, LLC, Manager
By: /s/ David Lesser
David Lesser, Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/ David Lesser
David Lesser, Executive Vice President
ANISE, LLC
By: /s/ DeAnn Totta
DeAnn Totta, Manager