-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZJ2S5s1pUul6F1WnDWgePdRqE3nnSKDvtqX2IeLgt87I4AbT+CCIF6GdkwAZFHC +MiOWzNtukyU5pwJlAYJmA== 0001169232-07-001841.txt : 20070409 0001169232-07-001841.hdr.sgml : 20070409 20070409171410 ACCESSION NUMBER: 0001169232-07-001841 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED RESOURCES HEALTH CARE FUND II CENTRAL INDEX KEY: 0000732247 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 581542125 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80679 FILM NUMBER: 07756933 BUSINESS ADDRESS: STREET 1: 1175 PEACHTREE STREET SUITE 710 CITY: ATLANTA STATE: GA ZIP: 30361 BUSINESS PHONE: 4046989040 MAIL ADDRESS: STREET 1: 1175 PEACHTREE STREET SUITE 710 CITY: ATLANTA STATE: GA ZIP: 30361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON INC DATE OF NAME CHANGE: 20000111 SC 13D 1 d71539_sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONSOLIDATED RESOURCES HEALTHCARE FUND II (NAME OF ISSUER) UNITS OF LIMITED PARTNERSHIP INTEREST (TITLE OF CLASS OF SECURITIES) None or unknown (CUSIP Number of Class of Securities) 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, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) MARCH 26, 2007 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| CUSIP No._________ 13D Page___ of __ Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MacKenzie Patterson Fuller, LP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS** AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,390* ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,390* WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,390* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON** CO, PN - -------------------------------------------------------------------------------- **SEE INSTRUCTIONS BEFORE FILLING OUT! * The Filing Person manages various investment funds that own the securities. Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to units of limited partnership interest ("Units"), of CONSOLIDATED RESOURCES HEALTHCARE FUND II (the "Issuer"). The address of the Issuer's principal executive office is 1175 Peachtree Street, Suite 1230, Atlanta, Georgia 30361. Item 2. Identity and Background The Statement is filed on behalf of MacKenzie Patterson Fuller, LP. Its general partner is BC-GP, Inc, and the executive officers, directors, and control persons of BC-GP, Inc. are C. E. Patterson, Berniece Patterson, Robert Dixon, Glen Fuller, and Chip Patterson (collectively, all of the foregoing are the "Filing Persons"). The present principal occupation and the principal business address of the Filing Persons is real estate investment management and1640 School Street, Moraga, CA 94556, respectively. During the past five years, the Filing Persons have not been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, were not or are not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Filing Persons are a California limited partnership, a California corporation, and U.S. Citizens. Item 3. Source and Amount of Funds or Other Consideration The Filing Persons obtained the funds to make the investment from the investment funds it and its affiliate manage and advise, and made this investment on their behalf. Item 4. Purpose of Transaction The Filing Persons acquired the Issuer's units on behalf of their investment funds through various tender offers. The Filing Persons do not have any present intention to take any action with respect to management or control of the Issuer, the Filing Persons reserve the right, at an appropriate time, to exercise their rights as limited partners to vote on matters subject to a limited partner vote, including any vote to amend the limited partnership agreement to again require a limited partner vote on the sale of the Issuer's assets and the liquidation and dissolution of the Issuer or to require a minimum sales price. If the Filing Persons are successful in the Tender Offer they filed on Schedule TO, dated March 26, 2007, pursuant to which they have offered to purchase all outstanding Units of the Issuer, they will be in a position to control the Issuer by virtue of being able to remove and replace the General Partner, to cause the Issuer to sell its assets, and to liquidate the Issuer. At this point in time, however, the Filing Persons only intend to ensure that the properties are sold for fair market value. The amendment to the limited partnership agreement earlier this year removed the requirement for limited partner approval of any sales, so the Filing Persons may reinstate that requirement or a minimum sales price if successful. Apart from the foregoing, the Filing Persons do not at the present time have any other plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present General Partner or management of the Issuer; (e) any material change in the present capitalization or distribution policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of limited partnership, limited partnership agreement, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be deleted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. In the future, the Filing Persons may determine to purchase additional Units of the Issuer or may determine to sell Units of the Issuer. Any such determination will depend on a number of factors, including prices, the Issuer's prospects and alternative investments. Item 5. Interest in Securities of the Issuer (a) and (b) The Issuer's total issued and outstanding number of limited partnership units is 15,000 (the "Units"). The Filing Persons manage various investment funds that collectively own 3,390 Units. Thus, the Filing Persons are deemed to beneficially own 3,390 Units. (c) No transactions in the Units were effected during the past 60 days. There have been no other transactions in the Issuer's Common Stock (or preferred stock) that were effected by or on behalf of the Filing Persons in the past 60 days. (d) Various investment funds managed by the Filing Persons own the Units and have all rights associated therewith. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Filing Persons are not a party to any contract, arrangement, understanding or relationship with any person, with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits Not applicable. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct. MacKenzie Patterson Fuller, LP /s/ Chip Patterson ------------------------------ Chip Patterson, Senior Vice President Dated: April 9, 2007 End of Filing -----END PRIVACY-ENHANCED MESSAGE-----