SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 3)
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. 3 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 4. TERMS OF THE TRANSACTION.
The Offer, withdrawal rights and proration period will expire at 5:00 p.m.,
Los Angeles time, on Tuesday, August 9, 2005, unless the Offer is extended.
ITEM 10. FINANCIAL STATEMENTS.
The response to Item 10 is hereby amended and supplemented with the
financial statements filed as Exhibit 12.8 to the Schedule TO, which exhibit is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
FEDERAL INCOME TAX MATTERS
The first sentence of the section is hereby deleted.
ITEM 12. EXHIBITS.
12.8 Supplemental Financial Statements.
12.9 Press Release dated and issued August 1, 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: August 2, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President