SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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CONSOLIDATED RESOURCES HEALTH CARE FUND II
(Name of Subject Company)
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND
7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF
FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME
FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P. AND C.E. PATTERSON
(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, Inc. MacKenzie Patterson Fuller, Inc.
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
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$7,125,000.00 $838.61
* For purposes of calculating the filing fee only. Assumes the purchase of
15,000 Units at a purchase price equal to $475 per Unit in cash.
|_| 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:
Form or Registration Number:
Filing Party:
Date Filed:
|_| 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: |_|
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND
7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF
FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME
FUND, L.P.; MPF Special Fund 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P. (collectively the "Purchasers") to purchase up to 15,000 Units of
limited partnership interest (the "Units") in Consolidated Resources Health Care
Fund II (the "Partnership"), the subject company, at a purchase price equal to
$475 per Unit, less the amount of any distributions declared or made with
respect to the Units between June 17, 2005 (the "Offer Date") and July 17, 2005
or such other date to which this Offer may be extended (the "Expiration Date"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 17, 2005 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. As noted above, the Offer price would be subject to reduction for
distributions made or declared prior to the Expiration Date. Any distributions
made or declared after the Expiration Date, by the terms of the Offer and as set
forth in the Letter of Transmittal, would be assigned by tendering Unit holders
to the Purchasers. C.E. Patterson is named as a bidder herein because he is
deemed to control the Purchasers, but is otherwise not participating in the
offer described in this schedule.
In the event of a price reduction resulting from a Partnership
distribution declared or made after the Offer Date and before the Expiration
Date, as described above, the Purchasers will file an amendment to this Schedule
TO reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.
The Partnership had 1,243 holders of record owning an aggregate of 15,000
Units as of December 31, 2001, according to its Annual Report on Form 10-K for
the fiscal year ending December 31, 2001. The Purchasers and their affiliates
currently beneficially own 746 Units, or 4.97% of the outstanding Units. The
15,000 Units subject to the Offer constitute 100% of the outstanding Units.
Consummation of the Offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $7,125,000.00 in aggregate purchase price,
which the Purchasers intend to fund out of their current working capital.
The address of the Partnership's principal executive offices is 1175
Peachtree Street, Suite 850, Atlanta, GA 31106, and its phone number is (404)
873-1919.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated June 17, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated June 17, 2005
(a)(4) Notice of withdrawal from Care Associates, LLC Offer
(b)-(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
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: June 17, 2005
MP VALUE FUND 8, LLC; MPF FLAGSHIP FUND 10, LLC; MPF - NY 2005, LLC; MP FALCON
FUND, LLC; MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 6,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MACKENZIE PATTERSON SPECIAL FUND
7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; MACKENZIE
PATTERSON SPECIAL FUND 5, LLC; MP VALUE FUND 6, LLC; MP VALUE FUND 7, LLC; MPF
FLAGSHIP FUND 9, LLC; MPF DEWAAY PREMIER FUND, LLC; MACKENZIE SPECIFIED INCOME
FUND, L.P.; MPF SPECIAL FUND 8, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL FUND,
LTD., L.P.
By: /s/ Chip Patterson
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Chip Patterson, Vice President of Manager or
General Partner of each filing person
C.E. PATTERSON
/s/ C.E. Patterson
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EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated June 17, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated June 17, 2005
(a)(4) Notice of withdrawal from Care Associates, LLC Offer