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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 9, 2000
Dear Investor:
You may recently have received a letter from First Commercial Guarantee ("First
Commercial") offering to purchase some or all of your limited partnership units
in Murray Income Properties II, Ltd. ("MIP II") for $60.00 per unit. The First
Commercial 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 FIRST COMMERCIAL 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 First Commercial's offer, you may
not be able to fully realize the value of your limited partnership units.
The General Partners believe that First Commercial's primary motivation in
making its offer is First Commercial's desire to capitalize on the
significant disparity between the liquidation value of the assets held by
MIP II and the price that First Commercial 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 has 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
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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 August,
1999 was $60.00 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.
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 First Commercial's offer may constitute a taxable
event to you. You should consult your personal tax and legal advisors prior
to accepting First Commercial's offer and tendering your limited
partnership units.
7. As the General Partners understand the terms of First Commercial's offer,
the offering price will be reduced by the amount of any distribution paid
after January 1, 2000. Distributions for the quarter ending December 31,
1999 will be 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 estimated cash
distributions for October, November and December at the same rate as the
third quarter of 1999). 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 & Limited Power of Attorney 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.
Example:
50 units (minimum ownership) at $60.00 per unit $3,000.00
Less anticipated 02/15/2000 distribution ($75.00)
Less transfer fee ($50.00)
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Total Sale Proceeds $2,875.00
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Sale Proceeds (Per Unit) $57.50
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Based on the calculations above, at the current level of distribution (6%
annualized), First Commercial would recognize a yield of 10.43% during the
holding period.
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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 tollfree 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
