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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NATIONAL TAX CREDIT INVESTORS II, L.P.
(Name of Subject Company)
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program
I, LP, MPF Flagship Fund 11, LLC, MPF ePlanning Opportunity Fund, LP, Sutter
Opportunity Fund 4, LLC, MPF Flagship Fund 13, LLC, MPF Special Fund 8, LLC, MPF
Flagship Fund 9, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund 4,
LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier
Fund 2, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Fund 6, LLC, MPF Income Fund 23,
LLC, MPF Income Fund 24, LLC, 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
$6,153,065 $ 188.90
* For purposes of calculating the filing fee only. Assumes the purchase
of 72,389 Units at a purchase price equal to $85 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: $ 188.90
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: SEPTEMBER 6, 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
[ ] 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I,
LP, MPF Flagship Fund 11, LLC, MPF ePlanning Opportunity Fund, LP, Sutter
Opportunity Fund 4, LLC, MPF Flagship Fund 13, LLC, MPF Special Fund 8, LLC, MPF
Flagship Fund 9, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund 4,
LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier
Fund 2, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Fund 6, LLC, MPF Income Fund 23,
LLC, MPF Income Fund 24, LLC, MacKenzie Patterson Fuller, LP (collectively the
"Purchasers") to purchase 72,389 Units of limited partnership interest (the
"Units") in National Tax Credit Investors II, L.P. (the "Partnership"), the
subject company, at a purchase price equal to $85 per Unit, less the amount of
any distributions declared or made with respect to the Units between September
6, 2007 (the "Offer Date") and October 8, 2007 (the "Expiration Date"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
September 6, 2007 (the "Offer to Purchase") and the related Letter of
Transmittal.
The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 4,269 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 4284 Units, or approximately 5.9%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:
MPF-NY 2007, LLC: 427 Units
MPF Badger Acquisition Co., LLC: 213 Units
MPF Senior Note Program I, LP: 2,352
MPF Flagship Fund 11, LLC: 1,277
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: October 29, 2007
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I,
LP, MPF Flagship Fund 11, LLC, MPF ePlanning Opportunity Fund, LP, Sutter
Opportunity Fund 4, LLC, MPF Flagship Fund 13, LLC, MPF Special Fund 8, LLC, MPF
Flagship Fund 9, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund 4,
LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier
Fund 2, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Fund 6, LLC, MPF Income Fund 23,
LLC, MPF Income Fund 24, LLC, MacKenzie Patterson Fuller, LP.
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person