SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER Section 14(d)(1) or Section 13(e) (1) of the Securities Exchange Act of 1934 EVERFLOW EASTERN PARTNERS, L.P. (Name of Issuer) EVERFLOW EASTERN PARTNERS, L.P. (ISSUER) (Name of Person Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) Not Applicable (CUSIP Number of Class of Securities) Copy to: Thomas L. Korner, President Michael D. Phillips, Esq. Everflow Eastern Partners, L.P. Calfee, Halter & Griswold LLP 585 West Main Street 1400 McDonald Investment Center Canfield, Ohio 44406 800 Superior Avenue (330)533-2692 Cleveland, Ohio 44114 (216)622-8200 April 30, 2003 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE Transaction Valuation: 574,877 Units of Amount of Filing Fee* Limited Partnership Interest at $8.44 per Unit $393.00 ----- ------- * Previously paid. Calculated at $80.90 per million of Transaction Value. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. Amount Previously Paid: Not Applicable --------------------------- Form of Registration No.: Not Applicable ------------------------- Filing Party: Not Applicable ------------------------------------- Date Filed: Not Applicable --------------------------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. ---------- [ ] going-private transaction subject to Rule 13e-3. ---------- [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] On April 30, 2003, Everflow Eastern Partners, L.P., a Delaware limited partnership (the "Company") offered to purchase up to 574,877 of its units of limited partnership interests (the "Units") at a price of $8.44 per Unit in cash (the "Purchase Price"), upon certain terms and conditions (the "Offer to Purchase"). Effective June 30, 2003, the Company accepted an aggregate of 34,034 Units at a price of $8.44 per Unit, net to Sellers in cash, for an aggregate amount of $287,247. Immediately after the acceptance of the tendered Units by the Company, there were 5,714,739 Units outstanding. 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. Date: July 2, 2003 EVERFLOW EASTERN PARTNERS, L.P. By: EVERFLOW MANAGEMENT LIMITED, LLC General Partner By: EVERFLOW MANAGEMENT CORPORATION Managing Member By: /s/ William A. Siskovic ----------------------------------- William A. Siskovic Vice President and Treasurer