SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION /RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
AMERICAN REPUBLIC REALTY FUND I
(Name of Subject Company)
AMERICAN REPUBLIC REALTY FUND I
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
ROBERT J. WERRA
GENERAL PARTNER
AMERICAN REPUBLIC REALTY FUND I
2800 N. DALLAS PARKWAY, SUITE 100
PLANO, TEXAS 75093
(972) 836-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of the Person(s) Filing Statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
American Republic Realty Fund I on July 14, 2005, as amended by Schedule
14D-9/A filed by American Realty Fund I on July 19, 2005. Except as otherwise
indicated, the information set forth in the previously filed Schedule 14D-9
remains unchanged. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Schedule 14D-9.
Item 2: Identity and Background of Filing Person
Item 2 is hereby amended by replacing Item 2 with the following:
a) The filing person is the subject company, American Republic Realty Fund I
(the "Partnership"), and its business address and business telephone number
are as follows: 2800 N. Dallas Parkway Suite 100, Plano, Texas 75093,
telephone number (972) 836-8000
d) This statement relates to an tender offer by Everest Properties II, LLC
("Everest" or the "Offeror"), a California limited liability company, to
purchase all 11,000 outstanding units ("Units") of limited partnership interests
in the Partnership at a cash purchase price of $200 per Unit, without interest,
less the amount of Distributions (as defined in the Offer to Purchase dated June
2, 2005 (as amended or supplemented, the "Offer") per Unit, if any made to unit
holders by the Partnership after date of the Offer upon the terms and subject to
the conditions set forth in the Offer dated June 2, 2005 and the accompanying
Agreement of Transfer and Letter of Transmittal for Units of American Republic
Realty Fund I for $200 Per Unit and letter to holders of Units of American
Republic Realty Fund I, filed with the Securities and Exchange Commission (the
"Commission") on June 2, 2005, which has been amended pursuant to the
following amendments:
.. Amendment No. 1 to Schedule TO dated June 30, 2005 and accompanying
letter to holders of units of American Republic Realty Fund I;
.. Amendment No. 2 to Schedule TO dated July 14, 2005 and accompanying
letter to holders of Units of American Republic Realty Fund I;
.. Amendment No. 3 to Schedule TO dated August 3, 2005 and attached
exhibit of the Company's financial statements; and
.. Amendment No. 4 to Schedule TO dated August 10, 2005 and
accompanying letter to holders of Units of American Republic Realty
Fund I.
The Schedule TO filed with the Commission on June 2, 2005, together with the
Offer and the accompanying Agreement of Transfer and Letter of Transmittal and
letter to holders of Units, as well as Amendment No. 1 to Schedule TO filed with
the Commission on June 30, 2005 and the accompanying letter to holders of Units
("Amendment No. 1"), Amendment No. 2 to Schedule TO filed with the
Commission on July 14, 2005 and the accompanying letter to holders of Units
("Amendment No. 2"), Amendment No. 3 to Schedule TO and the attached
exhibit of the Partnership's financial statements ("Amendment No. 3"), and
Amendment No. 4 and the accompanying letter to Holders of Units ("Amendment
No. 4"), together with all exhibits thereto are disclosed on the Commission's
EDGAR website at www.sec.gov and are hereby incorporated by reference. The
Offer originally expired on July 8, 2005, but was extended by the Offeror to
July 18, 2005 pursuant to Amendment No. 1, was thereafter extended a second time
to August 1, 2005 pursuant to Amendment No. 2, and was thereafter extended a
third time to August 25, 2005 pursuant to Amendment No. 4. Accordingly, on
August 25, 2005, the Offer will expire at 5:00 p.m. Los Angeles time, unless
further extended by the Offeror.
The original Offer was for up to 1,500 Units. However, pursuant to Amendment
No. 4, the Offeror expanded the tender offer to all of the 11,000 outstanding
Units.
As stated in the Schedule TO, the principal executive offices of the Offeror are
located at 199 South Los Robles Avenue, Suite 200, Pasadena, California 91101.
Item 3. Past Contracts, Transactions, Negotiations and Agreements.
The sixth sentence of Item 3 is hereby deleted and replaced with the following
sentences:
To the partnership's knowledge, the Offeror currently owns 2762 Units,
representing 24.85% of the 11,000 outstanding Units and as of August 9, 2005;
the Offeror had received tender of approximately 448 Units pursuant to the
Offer,which would cause the Offeror to own 3210 Units, representing
approximately 29.18% of the outstanding Units. Because the Offer has now
been extended to all of the Units, if an additional 2,318 Units or more
are tendered to the Offeror pursuant to the Offer, the Offeror would
acquire a majority in interest of the Units.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following thereto:
Exhibit No.
(a)(3) Letter, dated August 24, 2005, from Robert J. Werra, as General
Partner of the Partnership, to the Limited Partners.
242813v1
SIGNATURE
After reasonable 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.
AMERICAN REPUBLIC REALTY
FUND I
By:
___________________________________
Date: August 24, 2005
Exhibit a (3)
American Republic Realty Fund I, L.P.
2800 N Dallas Pkwy #100
Plano, TX 75093
August 24, 2005
Re: American Republic Realty Fund I
Dear Limited Partner:
On August 10, 2005, Everest Properties II, LLC (the "Offeror") extended
the date of its tender offer ("the "Offer") for the units of limited
partnership interests ("Units") of American Realty Fund I (the
"Partnership") to August 25, 2005. In addition, the Offer was expanded
from the original 1500 Units requested for purchase, to include an offer to
purchase ALL (100%) of the outstanding Units.
As you know, On June 2, 2005, the Offeror made an offer to acquire up to
1,500 Limited Partnership Interests of the Fund at a cash purchase price of
$200 per Unit, without interest, less the amount of Distributions (as
defined in the Offer to Purchase dated June 2, 2005) per Unit, if any made
to unit holders by the Partnership after date of the Offer upon the terms
and subject to the conditions set forth in the Offer dated June 2, 2005 and
the accompanying Agreement of Transfer and Letter of Transmittal for
Units of American Republic Realty Fund I for $200 Per Unit and letter to
holders of Units of American Republic Realty Fund I, filed with the
Securities and Exchange Commission (the "Commission") on June 2,
2005, which has been amended pursuant to the following amendments:
o Amendment No. 1 to Schedule TO dated June 30, 2005 and
accompanying letter to holders of units of American Republic
Realty Fund I;
o Amendment No. 2 to Schedule TO dated July 14, 2005 and
accompanying letter to holders of Units of American Republic
Realty Fund I;
o Amendment No. 3 to Schedule TO dated August 3, 2005 and
attached exhibit of the Company's financial statements; and
o Amendment No. 4 to Schedule TO dated August 10, 2005 and
accompanying letter to holders of Units of American Republic
Realty Fund I.
The Schedule TO filed with the Commission on June 2, 2005, together
with the Offer and the accompanying Agreement of Transfer and Letter of
Transmittal and letter to holders of Units, as well as Amendment No. 1 to
Schedule TO filed with the Commission on June 30, 2005 and the
accompanying letter to holders of Units ("Amendment No. 1"),
Amendment No. 2 to Schedule TO filed with the Commission on July 14,
2005 and the accompanying letter to holders of Units ("Amendment No.
2"), Amendment No. 3 to Schedule TO and the attached exhibit of the
Partnership's financial statements ("Amendment No. 3"), and Amendment
No. 4 and the accompanying letter to Holders of Units ("Amendment No.
4"), together with all exhibits thereto are disclosed on the Commission's
EDGAR website at www.sec.gov. In addition, these documents have been
sent to you by the Offeror.
The Offer originally expired on July 8, 2005, but was extended by the
Offeror to July 18, 2005 pursuant to Amendment No. 1, was thereafter
extended a second time to August 1, 2005 pursuant to Amendment No. 2,
and was thereafter extended a third time to August 25, 2005 pursuant to
Amendment No. 4. Accordingly, on August 25, 2005, the Offer will
expire at 5:00 p.m. Los Angeles time, unless further extended by the
Offeror.
The original Offer was for up to 1,500 Units. However, pursuant to
Amendment No. 4, the Offeror expanded the tender offer to all of the
11,000 outstanding Units.
As previously stated in our letter to you dated July 14, 2005, the General
Partner of the Fund carefully considered many factors in reviewing the
Offer and expressed no opinion of, and remained neutral toward, the
Offer. The only material changes to the Offer since our letter to you dated
July 14, 2005 are that (i) the Offer has been expanded to include all
(100%) of the outstanding Units, and (ii) the Offer has been extended until
August 25, 2005. After careful consideration, the General Partner does
not believe that these factors materially affect its position with respect to
the Offer. Accordingly, the General Partner is not making a
recommendation regarding the Offer and is expressing no opinion of, and
is remaining neutral toward, the Offer. The reasons for the General
Partner's neutrality with respect to the Offer are as follows:
At June 30, 2005, the Partnerships sole assets consisted of two real estate
properties: Forestwood and Four Winds (the "Real Property"). Based on
current levels of income and expense, the Partnership believes that the
Real Property has an aggregate fair market value of approximately
$15,425,000 on such date. The sole indebtedness of the Partnership
consists of mortgage indebtedness secured by the Real Property in the
aggregate principal amount of $9,825,000 at June 30, 2005. Using closing
costs of 3%, there is an equity value of approximately $5,137,000. There
are 11,000 partnership units in the American Republic Realty Fund I
indicating a value of approximately $467 per partnership unit. However,
if both properties were sold today there would be a loan prepayment
penalty of approximately $1,500,000 for both loans reducing the value per
unit by $136. The fund is currently generating about $15 per unit in cash
flow annually. The underlying loans come due August 2007. We would
hope for a sale some time that year when we can payoff the loans without
penalty after May 2007.
Although the Partnerships estimates of net book value and income per
Limited Partnership Interest indicate that the Limited Partnership Interests
arguably have a value in excess of the Offer Price, the Partnership is
expressing no opinion of the Offer for the following reasons. Due to the
relatively small number of outstanding Limited Partnership Interests, there
is not an active trading market for Limited Partnership Interests. As a
result, holders of Limited Partnership Interests do not have a readily
available means of liquidating their investment in Limited Partnership
Interests. Thus, even though the value of the Limited Partnership Interests
may exceed the Offer Price, the Offer does afford to holders of Limited
Partnership Interests the opportunity to liquidate all or a portion of their
investment. In addition, the Partnerships estimates of net book value and
income generated by the Real Property are based on current market
conditions and levels of income and expense, which are likely to change.
Any such material change in market conditions and levels of income and
expense would affect the value of the Real Property. There can be no
assurance that the value of the Real Property will not decrease in future
periods. For these reasons, the General Partner is expressing no opinion
of, and is remaining neutral toward, the Offer.
Sincerely,
Robert J. Werra
General Partner