SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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FJS PROPERTIES FUND I, L.P.
(Name of Subject Company)
EVEREST FJS INVESTORS, LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Christopher K. Davis
Everest Properties II, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(626) 585-5920
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Copies to:
Glen Fuller Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
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$671,520 $134.31
* For purposes of calculating the filing fee only. Assumes the purchase of
4,197 Units at a purchase price equal to $160 per Unit in cash.
[] 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:
Form or Registration Number:
Filing Party:
Date Filed:
[] 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:
[X] third party tender offer subject to Rule 14d-1.
[] 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: []
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by
EVEREST FJS INVESTORS, LLC (the "Purchaser") to purchase up to 4,197 Units of
limited partnership interest (the "Units") in FJS PROPERTIES FUND I, L.P., a
Delaware limited partnership (the "Issuer"), the subject company, at a purchase
price equal to $160 per Unit, less the amount of any distributions declared or
made with respect to the Units on or after May 6, 2002 (the "Offer Date"), and
less any transfer fees imposed by the Partnership, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 6, 2002 (the "Offer
to Purchase") and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. The Partnership
charges $100 per transfer (regardless of the number of the Units transferred).
Any distributions made or declared on or after the Offer Date, by the terms of
the Offer and as set forth in the Letter of Transmittal, would be assigned by
tendering Unit holders to the Purchaser and deducted from the proceeds. Tender
of Units will include the tender of any and all securities into which the Units
may be converted or exchanged, and any securities distributed with respect to
the Units, by way of dividend or otherwise, from and after the Offer Date.
The Issuer had approximately 542 holders of record owning an aggregate
of 16,788 Units, as of March 15, 2002, according to its annual report on Form
10-K for the year ended December 31, 2001. Affiliates of the Purchaser currently
beneficially own an aggregate of 3,707 Units, or approximately 22.08% of the
outstanding Units. In addition, an affiliate of the Purchaser has orally agreed
to acquire another 1,558 Units or approximately 9.3% of the outstanding Units.
The 4,197 Units subject to the Offer constitute approximately 25% of the
outstanding Units. Accordingly, if all of the Units sought in this Offer are
purchased, and the affiliate's oral agreement to purchase Units is consummated,
the Purchaser and its affiliates would beneficially own in the aggregate 9,462
Units or approximately 56% of the outstanding Units. Consummation of the Offer,
if all Units sought are tendered, would require payment by the Purchaser of up
to $671,520 in aggregate purchase price, which the Purchaser will fund out of
its members' capital commitments. The Offer expires on June 5, 2002, unless
extended.
The address of the Issuer's principal executive offices is 264 Route
537 East, Colts Neck, NJ 07722.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated May 6, 2002
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 6, 2002
(b)-(h) Not applicable.
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SIGNATURES
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 6, 2002
EVEREST FJS INVESTORS, LLC
By Everest Properties II, LLC, Manager
By: /s/ David I. Lesser
David I. Lesser,
Executive Vice President
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EXHIBIT INDEX
Exhibit Description Page
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(a)(1) Offer to Purchase dated May 6, 2002
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unit holders dated May 6, 2002
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