SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Wilder Richman Historic Properties II, L.P.
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(Name of Subject Company [Issuer])
Everest Investors 14, LLC (offeror)
Everest Properties II, LLC (other person)
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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: $4,216,100(1) Amount of Filing Fee: $843.22(2)
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(1) Calculated as the product of the Units on which the Offer is made and the
gross cash price per Unit.
(2) Previously paid with Schedule TO filed January 22, 2004 and Amendment No. 1
filed February 12, 2004.
[ ] 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. 2 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Investors 14, LLC ("Everest" or
the "Purchaser"), a California limited liability company, to purchase up to 317
units ("Units") of limited partnership interests in Wilder Richman Historic
Properties II, L.P. (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 fourth paragraph is hereby amended and restated in its entirety as
follows:
"Unit Holders may indicate, by checking a box on the Letter of Transmittal
(the "All or None Box"), that they only wish to sell their Units if they will be
able to sell all of their Units, without any proration. See "Details of the
Offer - Withdrawal Rights." If more than 317 Units have been Properly Tendered
without checking the All or None Box, then the above description of proration
will apply only to tenders of such Units that do not have the All or None Box
checked."
5. Withdrawal Rights
A new paragraph is hereby added to the end of the section as follows:
"Automatic Withdrawal Option. Unit Holders may indicate, by checking a box
on the Letter of Transmittal (the "All or None Box"), that they only wish to
sell their Units if they will be able to sell all of their Units, without any
proration. If at any time during the day of the Expiration Date more than 317
Units have been Properly Tendered, unless the Purchaser amends the Offer to
increase the number of Units to be purchased, the Purchaser will deem all Units
from Unit Holders that checked the All or None Box to be withdrawn and not
validly tendered for purposes of the Offer. Neither the Purchaser nor any other
person will be under any duty to give any notice that such automatic withdrawal
will occur. Unit Holders may change their election whether or not to check the
All or None Box at any time on or prior to the Expiration Date by submitting a
new Letter of Transmittal with their preferred election, in the manner described
in Section 3 herein."
7. Conditions of the Offer
In paragraph (a), item (iv), "might" is deleted and "affect" is replaced
with "affects".
In paragraph (b), "might" is deleted and "result" is replaced with
"results".
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: February 18, 2004
EVEREST INVESTORS 14, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President