Exhibit (a)(3)
June 26, 2007
TO: UNIT HOLDERS OF REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - 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 REALMARK PROPERTY INVESTORS LIMITED
PARTNERSHIP - II (the "Partnership") for:
$301.00 per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - 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 / HIGHER THAN RECENT TRADES. Our offer price is
higher than any of the year-to-date trading prices listed in The
Stanger Report, Direct Investments Spectrum, or American Partnership
Board and is 20.4% higher than our April 2006 offer.
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 has marketed its properties for sale
since January 1, 2001 and has still failed to sale its remaining
property.
o NO DISTRIBUTIONS AND POSSIBLE PHANTOM INCOME! The Partnership has paid
no distributions since 1995! The Partnership has stated that "Limited
partners should be aware that it is possible that they will receive an
allocation of income from gain on sale of properties on which they
will be required to pay income taxes and there is no assurance that
distributions from the sale of the properties will be sufficient to
satisfy these obligations." (emphasis added). 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. Because many custodians have transfer restrictions
against limited partnership units or charge additional fees for
holding this type of asset, many investors are faced with the task of
searching for a way to avoid these fees. 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 green 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) August 3, 2007.