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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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
(Name of Subject Company)
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC; MPF Special Fund 8, LLC; MacKenzie Patterson
Special Fund 6, 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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$2,949,349 $90.54
* For purposes of calculating the filing fee only. Assumes the purchase of
9,798.5 Units at a purchase price equal to $301.00 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: |_|
The Schedule TO filed as of June 26, 2007, as amended, 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; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC; MPF Special Fund 8, LLC; MacKenzie Patterson
Special Fund 6, LLC (collectively the "Purchasers") to purchase all Units of
limited partnership interest (the "Units") in Realmark Property Investors
Limited Partnership - II (the "Partnership"), the subject company, not already
held by purchasers and their affiliates at a purchase price equal to $301.00 per
Unit, less the amount of any distributions declared or made with respect to the
Units between June 26, 2007 (the "Offer Date") and the Expiration Date.
The Expiration Date has been extended to August 18, 2007. As of the date hereof,
a total of 179 Units have been tendered by Unitholders and not withdrawn. No
other Units have been tendered to date.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated June 26, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 26, 2007*
(a)(4) Form of press release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 26, 2007.
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: August 6, 2007
MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; SCM Special Fund, LLC; MPF
Flagship Fund 11, LLC; MPF DeWaay Premier Fund 4, LLC; MPF ePlanning Opportunity
Fund LP; MPF Income Fund 24 LLC; MPF Special Fund 8, LLC; MacKenzie Patterson
Special Fund 6, 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
- ------- -----------
(a)(1) Offer to Purchase dated June 26, 2007*
(a)(2) Letter of Transmittal*
(a)(3) Form of Letter to Unit holders dated June 26, 2007*
(a)(4) Form of press release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on June 26, 2007.