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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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.
[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: $101.22
Form or Registration Number: SC TO-T
Filing Party: MacKenzie Patterson Fuller, LP
Date Filed: April 13, 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: [_]
The Schedule TO filed as of April 13, 2007 by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
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.
The Schedule TO was originally filed on April 13, 2007 erroneously by our EDGAR
filer. The Offer begins on April 16, 2007. No materials were disseminated prior
to April 16, 2007 other than on EDGAR. The Schedule is being amended solely to
add Exhibit (a)(4) and clarify the beginning of the Offer.
Item 12. Exhibits.
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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*
(a)(4) Notice of Withdrawal from AIMCO Properties, LP tender offer
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 13, 2006.
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*
(a)(4) Notice of Withdrawal from AIMCO Properties, LP tender offer
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 13, 2006.