SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
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
$1,294,466 $39.74
1,109,543 34.06
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$ 184,923 $ 5.68
* For purposes of calculating the filing fee only. Assumes the purchase
of 12,328.25 Units at a purchase price equal to $105 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, 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 as set forth in the Form of Letter to Unit holders
dated May 11, 2007, filed as Exhibit (a)(4), and as set forth in the Letter of
Transmittal (Revised Price - $105 per Unit), filed as Exhibit (a)(5), both of
which are incorporated herein by reference.
The Purchasers expect that approximately $1,294,466 would be required to
purchase 12,328.25 Units. The sources of the additional funds to pay the
increased price are unchanged, and no financing arrangements or plans are
necessary.
This information amends Items 1-14 of Schedule 13D, as applicable.
Item 12. Exhibits.
(a)(4) Form of Letter to Unit holders dated May 11, 2007
(a)(5) Letter of Transmittal (Revised Price - $105 per Unit)
(b)- (h) 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: 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
EXHIBIT INDEX
Exhibit Description
(a)(4) Form of Letter to Unit holders dated May 11, 2007
(a)(5) Letter of Transmittal (Revised Price - $105 per Unit)