SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE TO
(Amendment No. 4)
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.
- --------------------------------------------------------------------------------
(Name of Subject Company [Issuer])
Everest Properties II, LLC (offeror)
Dixon Mill Investor, LLC (offeror)
MPF Pacific Gateway, LLC (offeror)
- --------------------------------------------------------------------------------
(Filing Persons)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $8,170,000(1) Amount of Filing Fee: $1,634(2)
- --------------------------------------------------------------------------------
(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. 4 amends 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 were referred to therein 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, as
amended hereby (the "Offer to Purchase").
The Offer to Purchase and all related documents are hereby amended to
eliminate all references to Dixon Mill Investor, LLC as a Purchaser. Everest and
MPF will be the only Purchasers under the Offer (Everest will purchase all the
Units that would have otherwise been allocated to Dixon). Thus, no general
partner or affiliate of any general partner of either the Partnership or any of
the Operating Partnerships is involved in this Offer to Purchase. The Purchasers
do not believe this amendment is material to Unitholders. All other terms of the
Offer to Purchase remain unchanged, and the Offer is scheduled to expire
December 29, 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 29, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
------------------------
David I. Lesser
Executive Vice President
DIXON MILL INVESTOR, LLC
By: /S/ MARK M. BAVA
---------------------
Mark M. Bava
Authorized Agent
MPF PACIFIC GATEWAY, LLC
By: MacKenzie Patterson Fuller, Inc., Manager
By: /S/ CHIP PATTERSON
-----------------------
Chip Patterson
Senior Vice President