SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
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;
EVEREST PROPERTIES II, LLC; and
MACKENZIE PATTERSON, INC.
(Bidders)
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
$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.
[X] 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: $134.31
Form or Registration Number: SC TO-T
Filing Party: Above bidder
Date Filed: May 6, 2002
[ ] 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This final amendment to 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. The
Offer terminated on June 5, 2002. The Offer resulted in the tender by Unit
holders, and acceptance for payment by the Purchaser, of a total of 1,434
Units. Upon completion of the Offer, the Purchaser and its affiliates held an
aggregate of approximately 5,141 Units, or approximately 30.62% of the total
outstanding Units.
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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: June 25, 2002
EVEREST FJS INVESTORS, LLC
By Everest Properties II, LLC, Manager
By:/s/ DAVID I. LESSER
David I. Lesser,
Executive Vice President
EVEREST PROPERTIES II, LLC
By:/s/ DAVID I. LESSER
David I. Lesser,
Executive Vice President
MACKENZIE PATTERSON, INC.
By: /s/ GLEN FULLER
Glen Fuller, Senior Vice President
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