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
AMERICAN REPUBLIC REALTY FUND I
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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: $192,500 (1) Amount of Filing Fee: $24.39 (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
1,100 units ("Units") of limited partnership interests in AMERICAN REPUBLIC
REALTY FUND I (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
2. Acceptance for Payment and Payment of Purchase Price
The last sentence of the first paragraph is hereby amended and restated in
its entirety as follows:
"Payment for Units purchased pursuant to the Offer will be made only after
timely receipt by the Purchaser of: (i) a properly completed and duly executed
and acknowledged Letter of Transmittal, (ii) any other documents required in
accordance with the Letter of Transmittal, and (iii) written confirmation from
the Partnership of the transfer of the Units to the Purchaser; provided,
however, that payment for Properly Tendered Units will be made promptly after
the Expiration Date in all cases."
DETERMINATION OF OFFER PRICE
The second paragraph in this section is hereby amended and restated in its
entirety as follows:
"The Purchaser developed an estimated current liquidation value for the
Partnership's Units using its proprietary valuation methods, based on the
Purchaser's own estimate of the fair market value of the Partnership's property
($12-$12.5 Million) obtained by a review and analysis of the Partnership's
publicly filed financial statements and other publicly available information,
the Partnership Agreement provisions regarding the allocation of distributions,
historical distributions made to Unit Holders, the assets, liabilities and
operating results of the Partnership, the mortgage loans, assumed expenses of
selling the properties and liquidating the Partnership ($677,000), and other
considerations. The Purchaser then reviewed the Partnership Agreement to
determine how net liquidation proceeds from a current sale of the Partnership's
properties would be distributed. Based on the information described above, the
Purchaser estimates the net proceeds to Unit Holders from a current liquidation
of the Partnership would be between $162 and $202 per Unit. No assurances can be
provided that the Purchaser's estimates are correct, and the actual amount of
net proceeds that would be received from a current liquidation of the
Partnership's assets may differ substantially from the Purchaser's estimate."
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: July 29, 2004
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President