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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[ ] Definitive proxy statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
MURRAY INCOME PROPERTIES II, LTD.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing proxy statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Limited Partnership Interests
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(2) Aggregate number of securities to which transaction applies: 314,687
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
$21,673,000. Pursuant to Rule O-11(c)(2), the fee was calculated on
the basis of the amount of cash that is estimated to be received by
the Registrant from the net sales proceeds from the sales of all the
Registrant's properties assuming that the properties are sold for 95%
of their appraised values (as of December 31, 1998), which is a
condition to the sale of the properties.
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(4) Proposed maximum aggregate value of transaction: $21,673,000
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(5) Total fee paid: $4,335
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[X] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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MURRAY INCOME PROPERTIES II, LTD.
5550 LBJ FREEWAY, SUITE 675
DALLAS, TEXAS 75240
February 23, 2000
Dear Investor:
You may recently have received a letter from Peachtree Partners ("Peachtree")
offering to purchase some or all of your limited partnership units in Murray
Income Properties II, Ltd. ("MIP II") for $64.00 per unit. The Peachtree letter
was not solicited by the General Partners nor anyone associated with the General
Partners. It has had neither our endorsement nor our assistance. As General
Partners, it is our responsibility and duty to point out the following:
1. The General Partners believe the price per limited partnership unit
offered to you in the Peachtree letter may not fairly compensate you
for your interest in MIP II and, therefore, do NOT recommend that you
sell your limited partnership units. By accepting Peachtree's offer,
you may not be able to fully realize the value of your limited
partnership units. The General Partners believe that Peachtree's
primary motivation in making its offer is Peachtree's desire to
capitalize on the significant disparity between the liquidation value
of the assets held by MIP II and the price that Peachtree is offering
to you.
2. The General Partners also encourage you to contact your financial
representative or broker if you are interested in selling your units.
Your financial representative or broker may have another client
interested in this type of investment. The General Partners maintain a
list of companies and individuals not affiliated with the General
Partners who have expressed an interest in purchasing limited
partnership units of MIP II. We will send a copy of such list to you at
your request.
3. The General Partners report the liquidation value of MIP II (as
determined by independent appraisals) in the annual report, which is
mailed to limited partners in April of each year. The liquidation value
makes the assumption that all properties are sold at appraised value
and the partnership is liquidated. As of December 31, 1998, the
liquidation value was $77.71 per limited partnership unit. Of course,
the actual realizable value per limited partnership unit upon
liquidation of the partnership would depend on many other factors,
including the actual selling price of the properties, selling expenses
and partnership liquidation expenses.
4. MIP II owns three properties and a 15% equity interest in a fourth
property. None of these properties is subject to any loan or mortgage.
All four of the partnership's properties have continued to experience
high occupancies over the past months. Because of this continued strong
performance, the 1999 distribution continued with a 6% annualized
distribution rate.
5. While there is not an active trading market for individual units of the
partnership, units are traded on an informal secondary market. The
price of limited partnership units sold on the secondary market is
subject to negotiation between buyer and seller (based on, among other
things, the number of units you hold and your willingness to solicit
additional offers). As reported by Dow Jones Investment Advisor, units
of MIP II have been traded on the secondary market during the last 12
months at prices ranging from $56.00 to $64.00 per unit. According to
Dow Jones Investment Advisor, the weighted average price paid during
December, 1999 was $59.71 per unit. Secondary market prices are also
provided on-line: Dow Jones Investment Advisor can be reached at
www.djfpc.com; search for Murray Inc Prop 2.
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Although Dow Jones Investment Advisor and The Partnership Spectrum are
useful tools in determining current market pricing, not all trades that
occur are reported in the magazines. Many trades occur with the
assistance of a private broker or through other unaffiliated parties.
6. In general, acceptance of Peachtree's offer may constitute a taxable
event to you. You should consult your personal tax and legal advisors
prior to accepting Peachtree's offer and tendering your limited
partnership units.
7. As the General Partners understand the terms of Peachtree's offer,
although their offer was not mailed until February 15, the offering
price will be reduced by the amount of any distribution paid after
February 11, 2000. Distributions for the quarter ending December 31,
1999 were paid on February 15, 2000. Transfer of ownership will not be
completed until at least March 1, 2000. This will have the effect of
reducing the offering price by $1.50 per unit (the cash distributions
for October, November and December). In addition, the offering price
will be reduced by any distributions for the year 2000. The amount of
these distributions has not been determined as of this date. The
example below shows the effect of these reductions.
8. The Assignment Form states the price paid for your units will also be
reduced by all transfer fees charged by the Partnership. Because of
legal fees incurred by the Partnership in connection with this tender
offer, a transfer fee of $50 per transaction will be charged. The
transfer fee will also be deducted from your sale proceeds.
<TABLE>
<CAPTION>
Example:
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<S> <C>
50 units (minimum ownership) at $64.00 per unit $ 3,200.00
Less 02/15/2000 distribution $ (75.00)
Less transfer fee $ (50.00)
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Total Sale Proceeds $ 3,075.00
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Sale Proceeds (Per Unit) $ 61.50
==========
</TABLE>
Based on the calculations above, at the current level of distribution
(6% annualized), Peachtree would recognize a yield of 9.76% during the
holding period.
This amount will be further reduced by anticipated cash distributions
for January and February, 2000, which will be paid on May 15, 2000. The
amount of the May 15, 2000 distribution has not been determined.
If you have any questions regarding the partnership or the status of the
properties, please do not hesitate to contact Linda Flynn with Investor
Services. Our toll-free number is 1-800-765-3863. In Dallas, please call
972-991-9089.
Sincerely,
Murray Realty Investors IX, Inc.
a General Partner
By: /s/ MITCHELL ARMSTRONG
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Mitchell Armstrong, President
