July 14, 2005
Via Facsimile: (202) 772-9203
and submitted via EDGAR
Abby Adams
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: American Republic Realty Fund I
Schedule TO-T filed June 2, 2005,
by Everest Properties II, LLC,
Amended June 30, 2005
Dear Ms. Adams:
This letter responds to the Staff's comments conveyed in your letter of
July 6, 2005. Numbered paragraphs below correspond to the numbered paragraphs in
your letter.
1. The Staff has simply reasserted the same comment without any support for
the conclusion that somehow the financial statements of potentially "dominant or
controlling shareholders" might be material to persons considering an offer.
Note 195 of Exchange Act Release No. 42055 (Jan. 24, 2000) likewise provides no
support for such conclusion. For the reasons stated in my previous response
letter dated June 30, 2005, the bidder's financial statements are not material
to persons considering the Offer.
Despite our disagreement with the Staff's comment, as an expedient to
completing our offer, we are amending the offer to include the bidder's
financial statements. However, we reserve our right not to make comparable
disclosure in future offers.
2. We do not believe this comment is appropriate because it misstates the
requirement of Item 1004(a)(xii) of Regulation M-A and it asks the bidder to
include in the Offer a statement of warranty that is neither required nor
appropriate. The item requires disclosure of "[t]he federal income tax
consequences of the transaction, if [such tax consequences are] material." The
"transaction" is the acquisition by bidder of up to 1,500 Units of Limited
Partnership Interest, for cash. We do not believe there are any federal income
tax consequences to the target registrant of that transaction. The description
of tax consequences set forth in the Offer is provided as a courtesy to security
holders, consistent with common practice.
Even if the Staff does not agree with the foregoing, tax consequences are
described, and therefore the bidder has either succeeded or failed to satisfy
the requirement to state "[t]he federal income tax consequences of the
transaction," which success or failure is not changed by a statement in the
Offer claiming that the bidder has "disclosed all material federal tax
consequences of the transaction." There is no requirement that the bidder make
such a specific warranty statement to security holders regarding the tax
disclosure, just as there is no requirement that such a specific warranty
statement be made to security holders regarding any particular topic for which
disclosure is required or is made.
We are filing an amendment concurrently with this letter and disseminating
it to the Unit Holders in the same manner as the initial materials were
disseminated - i.e., by mail. Please contact the undersigned if you have any
questions regarding our responses to the Staff's comments and to advise us if
the Staff has any further comments.
Very truly yours,
/s/ Christopher K. Davis
Christopher K. Davis
Vice President and General Counsel
CKD:ckd