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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SHELTER PROPERTIES II
(Name of Subject Company)
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program
I, LP, MPF Income Fund 22, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Fund
5, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Special Fund
6-A, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF
Special Fund 8, LLC, MP Income Fund 16, LLC, MP Falcon Fund, LLC, MPF
Acquisition Co. 3, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie
Patterson Special Fund 7, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Flagship
Fund 11, LLC; and 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
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$3,297,000 $101.22
* For purposes of calculating the filing fee only. Assumes the purchase of
5,495 Units at a purchase price equal to $600 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
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I,
LP, MPF Income Fund 22, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Fund 5, LLC,
MacKenzie Patterson Special Fund 6, LLC, MacKenzie Special Fund 6-A, LLC, MPF
Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Special Fund 8, LLC, MP
Income Fund 16, LLC, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, MacKenzie
Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF
DeWaay Premier Fund 3, LLC, MPF Flagship Fund 11, LLC (collectively the
"Purchasers") to purchase up to 5,495 Units of limited partnership interest (the
"Units") in Shelter Properties II (the "Partnership"), the subject company, at a
purchase price equal to $600 per Unit, less the amount of any distributions
declared or made with respect to the Units between April 16, 2007 (the "Offer
Date") and May 16, 2007 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 April 16, 2007 (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. MacKenzie Patterson Fuller, LP is
named as a bidder herein because it 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 669 holders of record owning an aggregate of 27,500
Units as of DECEMBER 31, 2006, according to its Annual Report on Form 10-K for
the fiscal year ending December 31, 2006. The Purchasers and their affiliates
currently beneficially own 5 Units, or 0.02% of the outstanding Units. The 5,495
Units subject to the Offer constitute 19.98% of the outstanding Units.
Consummation of the offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $3,297,000 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 55 Beattie
Place, Greenville, SC, 29602, and its phone number is (864) 239-1000.
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 April 16, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated April 16, 2007
(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: April 16, 2007
MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I,
LP, MPF Income Fund 22, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Fund 5, LLC,
MacKenzie Patterson Special Fund 6, LLC, MacKenzie Special Fund 6-A, LLC, MPF
Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Special Fund 8, LLC, MP
Income Fund 16, LLC, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, MacKenzie
Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF
DeWaay Premier Fund 3, LLC, MPF Flagship Fund 11, LLC
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President of Manager or
General Partner of each filing person
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
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Chip Patterson, Senior Vice President
EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated April 16, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated April 16, 2007