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
199 S. Los Robles Ave., Suite 200
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: $300,000(1) Amount of Filing Fee: $60(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, L.P. ("Everest"
or the "Purchaser"), a California limited partnership, to purchase up to 1,500
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
5. Withdrawal Rights.
The first sentence of the first paragraph of the section is
amended and restated in its entirety as follows: "Tenders of
Units made pursuant to the Offer are irrevocable, except that
Units tendered pursuant to the Offer may be withdrawn at any time
on or prior to the Expiration Date and, unless already accepted
for payment by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after August 1, 2005."
7. Conditions of the Offer.
In subsection (d), the phrase "results of operations or
prospects" is hereby replaced with "or results of operations".
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
Trading History of the Units.
The following sentence is hereby added to the end of the section.
"Except for the block purchase described below in `Certain
Information Concerning the Purchaser - Prior Acquisitions of
Units and Prior Contacts' the Purchaser is not aware of any
trades of units that were not reported in the Direct Investment
Spectrum."
CERTAIN INFORMATION CONCERNING THE PURCHASER
Prior Acquisitions of Units and Prior Contacts.
The following sentence is hereby added to the end of the first
paragraph of the section.
"In October 2004, Everest Management, LLC, acquired 1,637 Units
in a block purchase, for $225 per Unit."
FUTURE PLANS OF THE PURCHASER
The first sentence of the second paragraph of the section is
hereby amended and restated in its entirety as follows.
"Other than as set forth above, the Purchaser does not currently
intend to change current management, indebtedness,
capitalization, corporate structure or business operations of the
Partnership or to seek to influence the management and affairs of
the Partnership, and does not have current plans for any
extraordinary transaction such as a merger, reorganization,
liquidation or sale or transfer of assets involving the
Partnership."
FEDERAL INCOME TAX MATTERS
The first sentence of the section is hereby amended and restated
in its entirety as follows.
"The following summary is a general discussion of the principal
federal income tax consequences of a sale of Units pursuant to
the Offer."
The response to Item 11 is hereby further amended and supplemented by the
Letter to Unit Holders dated June 30, 2005 (Exhibit 12.4 to the Schedule TO),
which is incorporated herein by reference.
ITEM 12. EXHIBITS.
12.4 Letter to Unit Holders dated June 30, 2005.
12.5 Press Release dated June 30, 2005.
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: June 30, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President