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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DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special
Fund, LLC; MP Value Fund 7, LLC; Steve Gold; MPF DeWaay Fund
4, LLC; MPF Income Fund 24, LLC; MPF Acquisition Co. 3, 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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$1,952,000 $59.93
* For purposes of calculating the filing fee only. Assumes the purchase of
244 Units at a purchase price equal to $8,000 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; SCM Special Fund, LLC; MP
Value Fund 7, LLC; Steve Gold; MPF DeWaay Fund 4, LLC; MPF Income Fund 24, LLC;
MPF Acquisition Co. 3, LLC (collectively the "Purchasers") to purchase up to 244
Units of limited partnership interest (the "Units") in Davidson Diversified Real
Estate II, L.P. (the "Partnership"), the subject company, at a purchase price
equal to $8,000 per Unit, less the amount of any distributions declared or made
with respect to the Units between July 20, 2007 (the "Offer Date") and August
21, 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 July 20, 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 689 holders of record owning an aggregate of 1,224.25
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 5.75 Units, or 0.4697% of the outstanding Units. The
244 Units subject to the Offer constitute 19.93% of the outstanding Units.
Consummation of the offer, if all Units sought are tendered, would require
payment by the Purchasers of up to $1,952,000 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, P.O. Box 1089, 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 July 20, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 20, 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: July 20, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MP
Value Fund 7, LLC; Steve Gold; MPF DeWaay Fund 4, LLC; MPF Income Fund 24, LLC;
MPF Acquisition Co. 3, 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
STEVEN GOLD
/s/ Steven Gold
EXHIBIT INDEX
Exhibit Description
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(a)(1) Offer to Purchase dated July 20, 2007
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated July 20, 2007