May 18, 2007
Christina Chalk
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, D.C. 20549-0303
Re: Amrecorp Realty Fund II, Schedule TO-T filed April 23, 2007 by MacKenzie
Patterson Fuller, LP and its affiliates, the Purchasers
SEC File No. 005-54793
Dear Ms. Chalk:
Thank you for your letter dated May 14, 2007 regarding our recent Schedule TO-T.
I will respond to the questions you asked in your letter in the order in which
you posed them.
1. We disagree that 3 offers by Everest affiliates over 5 years, 4
offers by MPF affiliates over 9 years, and 0 offers by Anise is a
"series of prior tender offers ... at successively higher prices."
Nor do we think this is in any way material to whether or not a unit
holder might choose to sell in this offer. The Staff's previous
guidance on limited partnership tender offers does not even request
such disclosure. Release 34-43069, dated July 24, 2000 states that
"The bidder should disclose the prices at which recent sales have
been made, to the extent known or reasonably available, even when
there is no established market." (Section III.B.1, emphasis added).
We have disclosed the tender offer by MPF and its affiliates from
2006, but all the other offers were at least 2 1/2 years prior to
this offer, which is by no means "recent."
2. The Staff's question of what offer condition or other authority
permits withdrawal of the bidder might be appropriate if the Offer
were terminated or withdrawn in its entirety, but given that the
removal of Equity Resources from the bidding group has not
eliminated or altered the opportunity to tender, the question does
not seem appropriate. Nonetheless, the Offer states, in several
places, "The Purchasers expressly reserve the right, in their sole
discretion, at any time and from time to time ... to amend the Offer
in any respect prior to the Expiration Date." We have amended the
Offer to remove Equity Resources as a bidder.
3. We disagree that the withdrawal of one bidder is material. Unit
holders considering whether or not to sell their Units may still
sell their Units; the withdrawal of Equity Resources does not hamper
their ability to sell their Units.
Further, we disclosed the withdrawal on Amendment No. 1 to Schedule
TO filed May 11, 2007 by stating that "The Offer is hereby amended
in the following respects: EQUITY RESOURCE FRANKLIN FUND, LLC has
withdrawn from the Offer. The other Purchasers are continuing the
Offer on the same terms and conditions, and will allocate tendered
Units equally among the three Purchasers." Furthermore, the letter
sent to limited partners, which was filed with the Amendment No. 2
filed May 11, 2007, was signed by the remaining bidders, not
including Equity Resources, and the revised Letter of Transmittal
omitted Equity
May 17, 2007
Page 2 of 2
Resources as a Purchaser. Furthermore, this information has been
posted to our website and on EDGAR, to which limited partners were
directed in our Offer to Purchase.
The fact that Equity Resources dropped out as a bidder is not
material to security holders because, under the terms of the
original offer, no security holder ever knew who would end up
acquiring its units if it tendered; each bidder disclosed in
Schedule 1 that it was jointly and severally liable for purchasing
the tendered units and that each bidder had sufficient funds to
acquire all such units. Otherwise, nothing about Equity Resources
dropping out changed the terms of the offer itself, changed any
information concerning the Partnership or its securities, or changed
the purpose of the offer or the plans of the remaining bidders. We
cannot conceive of a reason for a tendering security holder to
re-evaluate their decision to sell upon learning that their units
would be bought by either Everest or MPF or Anise, but not Equity
Resources. Likewise, we cannot conceive of a reason for a
non-tendering security holder to re-evaluate their decision to hold
upon learning that Equity Resources was no longer part of the bidder
group.
4. The reference to not needing to provide responsive information was
only regarding the prior tender offers. The other responses were
made on behalf of all bidders. The plans disclosed were also on
behalf of all previous bidders. Equity Resources does not have any
such plans. Thus, there is no material change to this disclosure.
5. We understand the Staff's position.
6. We did not obtain a list of limited partners pursuant to Rule 14d-5,
but pursuant to a request made to the Partnership under the limited
partnership agreement.
Please let me know if you have any questions or further comments.
Very Truly Yours,
Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com