SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Urban Improvement Fund Limited - 1974
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(Name of Subject Company [Issuer])
Everest Properties II, LLC (offeror)
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(Filing Persons)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
Everest Properties II, LLC
155 N. Lake Ave., Suite 1000
Pasadena, CA 91101
Telephone (626) 585-5920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation: $570,000(1) Amount of Filing Fee: $114(2)
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(1) Calculated as the product of the number of Units on which the Offer is made
and the gross cash price per Unit.
(2) Already paid.
[ ] 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 Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
[ ] Check 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: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Properties II, LLC ("Everest"
or the "Purchaser"), a California limited liability company, to purchase up to
1,140 units ("Original Units") of limited partnership interests in Urban
Improvement Fund Limited - 1974 (the "Partnership"), as set forth in the
Schedule TO. Capitalized terms used but not defined herein have the meaning
ascribed to them in the Offer to Purchase filed as Exhibit 12.1 to the Schedule
TO (the "Offer to Purchase").
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
DETAILS OF THE OFFER
1. Terms of the Offer; Expiration Date; Proration
The following sentence is added as the penultimate sentence of the third
paragraph:
"The Purchaser does not believe it would take longer than two business days
to determine the effects of any proration required."
CERTAIN INFORMATION CONCERNING THE PURCHASER
Source of Funds
The second sentence in this section is hereby amended and restated in its
entirety as follows:
"The Purchaser expects to obtain these funds from existing cash and liquid
assets and by means of equity capital contributions from certain of its members
at the time the Units tendered pursuant to the Offer are accepted for payment.
If needed, such members will fund their capital contributions through existing
cash and other financial assets which in the aggregate are sufficient to provide
the funds required in connection with the Offer without any borrowings. Such
members have agreed to make such capital contributions available to the
Purchaser on demand."
FUTURE PLANS OF THE PURCHASER
The following sentence is added as the second sentence of the second
paragraph:
"The Purchaser does not currently intend to acquire enough Units to give
the Purchaser and its affiliates the ability to replace the general partner of
the Partnership or otherwise control the outcome of a vote of the limited
partners."
EFFECTS OF THE OFFER
Influence on Voting Decisions by the Purchaser
The following sentence is added as the second sentence of the section:
"The Purchaser and its affiliates would hold approximately 16.3% of the
Units if all 1,140 Units sought by the Offer are acquired."
APPENDIX A
In the second sentence of the first paragraph, the words "this section" are
deleted and replaced with "the Form 10-K or the Form 10-Q".
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.
Dated: January 22, 2004
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President