SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Wilder Richman Historic Properties II, L.P.
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(Name of Subject Company [Issuer])
Everest Properties II, LLC (offeror)
Dixon Mill Investor, LLC (offeror)
MPF Pacific Gateway, LLC (offeror)
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(Filing Persons)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101
Telephone (626) 585-5920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation: $8,170,000(1) Amount of Filing Fee: $1,634
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(1) Calculated as the product of the total Units available for purchase and the
gross cash price per Unit.
(2) Already paid.
[ ] 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: Not Applicable Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
[ ] Check 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: [ ]
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Properties II, LLC, a
California limited liability company ("Everest"), Dixon Mill Investor, LLC, a
New Jersey limited liability company ("Dixon"), and MPF Pacific Gateway, LLC, a
California limited liability company ("MPF") (Everest, Dixon and MPF are
referred to herein as the "Purchasers"), to purchase ALL Units of limited
partnership interests ("Units") not already held by Purchasers and their
affiliates in Wilder Richman Historic Properties II, L.P. (the "Partnership"),
as set forth in the Schedule TO. Capitalized terms used but not defined herein
have the meaning ascribed to them in the Offer to Purchase filed as Exhibit 12.1
to the Schedule TO (the "Offer to Purchase").
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
DETAILS OF THE OFFER
7. Conditions of the Offer
Clause (iv) of paragraph (a) of the Section is hereby amended to
delete the phrase "any Purchaser, or" from the clause.
Paragraph (c) of the Section is hereby amended and restated in its
entirety as follows.
"(c) any court, government, administrative agency or other
governmental authority, shall attempt to require any authorization,
consent, filing or waiting period as necessary for the consummation of
the transactions contemplated by the Offer, or any such authority
shall make comments or inquiries concerning the Offer, and the
Purchasers are unable to fulfil such requirement or demonstrate to
such authority that such authorization, consent, filing or waiting
period is not required, or resolve to the satisfaction of any such
authority any comments or inquiries made concerning the Offer;"
ITEM 12. EXHIBITS.
12.6 Letter to Unit Holders dated December 16, 2005.
12.7 Press Release dated and issued December 16, 2005.
SIGNATURE
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: December 16, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
DIXON MILL INVESTOR, LLC
By: /S/ MARK M. BAVA
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Mark M. Bava
Authorized Agent
MPF PACIFIC GATEWAY, LLC
By: MacKenzie Patterson Fuller, Inc., Manager
By: /S/ CHIP PATTERSON
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Chip Patterson
Senior Vice President