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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
______________________
DAMSON/BIRTCHER REALTY INCOME FUND II
A PENNSYLVANIA LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
GRAPE INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ARLEN CAPITAL ADVISORS, LLC
(BIDDER)
LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
None
(CUSIP Number of Class of Securities)
Don Augustine, Manager
Arlen Capital Advisors, LLC
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
______________________
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Offer to Purchase on Schedule 14D-1 filed with
the Securities and Exchange Commission on April 21, 1998 (the "Schedule 14D-1")
by Grape Investors, LLC, a Delaware limited partnership (the "Purchaser"),
relating to the Offer by the Purchaser to purchase up to 5,000 limited
partnership interests ("Interests") in Damson/Birtcher Realty Income Fund II, a
Pennsylvania Limited Partnership (the "Partnership"), for a purchase price of
$2,350 for each .01 percent interest, upon the terms and conditions set forth in
the Offer to Purchase dated April 21, 1998 (the "Offer to Purchase") and the
related Agreement of Sale (which, together with any supplements or amendments,
collectively constitute the "Offer"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
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ITEM 10. ADDITIONAL INFORMATION
(f) The Offer has been extended to midnight, Eastern Time, on June 8,
1998. On May 22, 1998, the Purchaser published an announcement in INVESTOR'S
BUSINESS DAILY announcing such extension and reporting. A copy of the text of
the publication has been filed as Exhibit (a) (5) to this Amendment No. 1 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (4) Text of publication issued by the Purchaser on May 22, 1998.
SIGNATURE
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: May 22, 1998 GRAPE INVESTORS, LLC
By: Arlen Capital Advisors, LLC
its Manager
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
ARLEN CAPITAL ADVISORS, LLC
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
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EXHIBIT (a) (4)
NOTICE TO HOLDERS OF LIMITED PARTNERSHIP INTERESTS OF
DAMSON/BIRTCHER REALTY INCOME FUND II
IMPORTANT ANNOUNCEMENT
The Offer by Grape Investors, LLC (the "Purchaser") to purchase Interests of
Damson/Birtcher Realty Income Fund II (the "Partnership") has been extended to
June 8, 1998. To date, Purchaser has acquired approximately 593 Interests
("1.14%"). Purchaser will acquire up to an additional 4,407 Interests (up to
10% of the issued and outstanding Interests of the Partnership). All of the
terms and conditions of the Offer remain in full force and effect.
Please contact the Purchaser at 1650 Hotel Circle North, Suite 200, San Diego,
CA 92108.
