Exhibit (a)(4)
[Published June 27, 2007 in Investor's Business Daily]
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Units. The Offer is being made solely by the formal Offer to Purchase
forwarded to Unit holders of record and is not being made to, and tenders will
not be accepted from or on behalf of, Unit holders residing in any jurisdiction
in which making or accepting the Offer would violate that jurisdiction's laws.
In those jurisdictions where the securities, Blue Sky, or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchasers only by one or more registered dealers licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH:
Up to 3,197.5 Beneficial Assignment Certificates ("Units") of
Liberty Tax Credit Plus, LP ( "Liberty I") at a price of
$70 per Unit
and up to 21,183.5 Units of
Liberty Tax Credit Plus II L.P. ("Liberty II") at a price of
$30 per Unit
by:
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF
Senior Note Program, LP (collectively the "Purchasers")
The Purchasers are offering to purchase for cash Up to 3,197.5 Units of Liberty
I at a price of $70 per Unit and up to 21,183.5 Units of Liberty II at a price
of $30 per Unit, upon the terms and subject to the conditions set forth in
Purchasers' Offer to Purchase and in the related Letter of Transmittal for the
respective offer (which together constitute the "Offer" and the "Tender Offer
Documents" for each offer).
THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON AUGUST
3, 2007, UNLESS AN OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the Purchasers'
existing working capital. The Offers are not made for the purpose of acquiring
or influencing control of the business of the issuer. The Offers will expire at
11:59 p.m., Pacific Time on August 3, 2007, unless and until Purchasers, in
their sole discretion, shall have extended the period of time for which the
Offers are open (such date and time, as extended the "Expiration Date"). The
Purchasers will not provide a subsequent offering period following the
Expiration Date. If Purchasers make a material change in the terms of the
Offers, or if they waive a material condition to the Offers, Purchasers will
extend the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The minimum period during which the Offer
must remain open following any material change in the terms of the Offer, other
than a change in price or a change in percentage of securities sought or a
change in any dealer's soliciting fee, will depend upon the facts and
circumstances including the materiality of the change with respect to a change
in price or, subject to certain limitations, a change in the percentage of
securities ought or a change in any dealer's soliciting fee. A minimum of ten
business days from the date of such change is generally required to allow for
adequate dissemination to Unit holders. Accordingly, if prior to the Expiration
Date, Purchasers increase (other than increases of not more than two percent of
the outstanding Units) or decrease the number of Units being sought, or increase
or decrease the consideration offered pursuant to the Offer, and if the Offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from the date that notice of such increase or decrease is first
published, sent or given to Unit holders, the Offer will be extended at least
until the expiration of such ten business days. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through midnight, Pacific Time.
In all cases payment for the Units purchased pursuant to the Offer will be made
only after timely receipt of the Letters of Transmittal (or facsimiles thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offers are irrevocable, except that Unit
holders who tender their Units in response to the Offers will have the right to
withdraw their tendered Units at any time prior to the Expiration Date by
sending to MacKenzie Patterson Fuller, LP a written or facsimile transmission
notice of withdrawal identifying the name of the person who tendered Units to be
withdrawn, signed by the same persons and in the same manner as the Letter of
Transmittal tendering the Units to be withdrawn. In addition, tendered Units may
be withdrawn at any time on or after August 26, 2007, unless the tender has
theretofore been accepted for payment as provided above. If tendering Unit
holders tender more than the number of Units that Purchasers seek to purchase
pursuant to the Offer for those Units, Purchasers will take into account the
number of Units so tendered and take up and pay for as nearly as may be pro
rata, disregarding fractions, according to the number of Units tendered by each
tendering Unit holder during the period during which that Offer remains open.
The terms of each Offer are more fully set forth in the formal Tender Offer
Documents which are available from Purchasers at the Purchasers' expense. The
Offers contain terms and conditions and the information required by Rule
14d-6(d)(1) under the Exchange Act which are incorporated herein by reference.
The Tender Offer Documents contain important information which should be read
carefully before any decision is made with respect to the Offers.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. The Tender Offer Documents and, if required, other relevant
materials will be mailed at the Purchasers' expense to any unitholder requesting
a copy.
For Copies of the Tender Offer Documents, Call Purchasers at 1-800-854-8357,
Make a Written Request Addressed to 1640 School Street, Moraga, California
94556, email to offers@mpfi.com, or visit our website at www.mpfi.com (click on
MPF Tenders).
June 27, 2007