Exhibit (a)(3)
July 26, 2007
TO: UNIT HOLDERS OF DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 7,454 Units of
limited partnership interest (the "Units") in DREXEL BURNHAM LAMBERT REAL ESTATE
ASSOCIATES II (the "Partnership") at a purchase price equal to:
$290 per Unit
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II without
the usual transaction costs associated with market sales or partnership transfer
fees. Reasons you may wish to sell your Units include:
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with
the opportunity to receive a guaranteed amount of money in a
specified time period. The general partner has given no indication
when the partnership will be liquidating. The partnership is
currently not set to terminate until December 31, 2032.
Additionally, in response to the purchaser's last tender offer, the
general partner stated it "is considering the sale of Presidential
House Apartments, a 203-unit apartment complex located in North
Miami Beach, Florida. However, the property has not been listed or
marketed and no assurances can be given regarding the timing or
amount of a sale, if at all." Therefore, investors may not see
liquidity for some time.
o NO DISTRIBUTIONS SINCE 2003. The Partnership has paid no
distributions since 2003! The Partnership has stated that "there can
be no assurance that the Partnership will generate sufficient funds
from operations after capital expenditures to permit any
distributions to its partners in 2007 or subsequent periods."
o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell
your Units will be the final year for which you will be obligated to
file a K-1 for the Partnership with your tax return. This may
represent a reduction in costs associated with filing complicated
tax returns. Your decision to sell may have other favorable or
unfavorable tax consequences and potential sellers should consult
their individual tax advisers.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units, you
may avoid incurring fees for having this investment in your IRA or
retirement account. Because many custodians have transfer
restrictions against limited partnership units or charge additional
fees for holding this type of asset, many investors are faced with
the task of searching for a way to avoid these fees. Once our cash
payment is sent directly to your retirement account, you are free to
consolidate your retirement accounts or transfer the funds to a
custodian that offers lower fees.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on pink paper) and change of address forms, and any other documents required by
the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, LP
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depositary at
800-854-8357.
This Offer expires (unless extended) August 30, 2007.