SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE TO
(Amendment No. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN REPUBLIC REALTY FUND I
- --------------------------------------------------------------------------------
(Name of Subject Company [Issuer])
Everest Properties II, LLC (offeror)
- --------------------------------------------------------------------------------
(Filing Persons)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $300,000(1) Amount of Filing Fee: $60(2)
- --------------------------------------------------------------------------------
(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. 4 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 units of
limited partnership interests ("Units") 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 Purchaser is offering to purchase all 11,000 Units outstanding. The
Offer, withdrawal rights and proration period will expire at 5:00 p.m., Los
Angeles time, on Thursday, August 25, 2005, unless the Offer is extended.
ITEM 10. FINANCIAL STATEMENTS.
The response to Item 10 is hereby amended and restated in its entirety as
follows.
Certain information regarding Purchaser's method of financing the Offer is
set forth in "Certain Information Concerning the Purchaser - Source of Funds"
and is incorporated herein by reference. Appendix B to the Letter to Unit
Holders dated July 14, 2005 (Exhibit 12.6 to the Schedule TO) is hereby deleted
from the Schedule TO. Exhibit 12.8 to the Schedule TO is hereby deleted from the
Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby further amended and supplemented by the
Letter to Unit Holders dated August 9, 2005 (Exhibit 12.10 to the Schedule TO),
which is incorporated herein by reference.
The response to Item 11 is hereby further amended by deleting Appendix B to
the Letter to Unit Holders dated July 14, 2005 (Exhibit 12.6 to the Schedule
TO).
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
All references to the number of Units that the Purchaser offers to purchase
are hereby changed from 1,500 to 11,000.
SUMMARY OF THE OFFER
In the fourth bullet point, "March 2005" is hereby replaced with "May
2005."
DETAILS OF THE OFFER
1. Terms of the Offer; Expiration Date; Proration
The first sentence of the third paragraph of the section is hereby
deleted.
The last sentence of the fourth paragraph of the section is hereby
deleted.
5. Withdrawal Rights
The fourth paragraph of the section is hereby amended and replaced in
its entirety 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 there is a Transfer
Limit imposed by the General Partner pursuant to the Partnership
Agreement, 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.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
Trading History of the Units
In the second paragraph of the section, "March 31, 2005" is hereby
replaced with "May 31, 2005."
CERTAIN INFORMATION CONCERNING THE PURCHASER
Source of Funds
The section is hereby amended and replaced in its entirety as follows:
Based on the Offer price of $200 per Unit, the Purchaser estimates
that the total amount of funds necessary to purchase all Units sought
by this Offer and to pay related fees and expenses, will be
approximately $2,200,000. The Purchaser expects to obtain these funds
from current cash and cash equivalents.
EFFECTS OF THE OFFER
The section is hereby amended and replaced in its entirety as follows:
Future Benefits of Unit Ownership. Tendering Unit Holders shall
receive cash in exchange for their Units purchased by the Purchaser
and will forego all future distributions and income and loss
allocations from the Partnership with respect to such Units.
Limitations on Resales. The Partnership Agreement prohibits a transfer
of Units if the transfer would result in 50% or more of the Units
being transferred in a 12 month period (a "Tax Termination"). This
provision may limit sales of Units on the secondary market and in
private transactions following completion of the Offer. Accordingly,
the Partnership may not recognize any requests for recognition of a
transferee Unit Holder upon a transfer of Units if the transfer would
result in a Tax Termination, or the Partnership may attempt to impose
a limit on the number of Units it will accept for transfer as a result
of the Offer (a "Transfer Limit" - see "Details of the Offer - Terms
of the Offer; Expiration Date; Proration"). In either such event, the
Purchaser will purchase the maximum number of Units it may purchase
without causing a Tax Termination or surpassing a Transfer Limit
validly imposed under the Partnership Agreement, as informed by the
General Partner. It is not possible for Purchaser to determine how
many Units may be purchased because only the General Partner will know
the number of Units that have been transferred in all other
transactions prior to the expiration of the Offer. Also, the General
Partner may elect to accept transfers notwithstanding a technical Tax
Termination if the General Partner determines that the actual effect
of such a Tax Termination is not material to the Partnership.
Influence Over Future Voting Decisions. Under the Partnership
Agreement, Unit Holders holding a majority of the Units are entitled
to take action with respect to a variety of matters, including removal
of the General Partner, dissolution and termination of the
Partnership, and approval of most types of amendments to the
Partnership Agreement. After the Offer, the Purchaser and its
affiliate may have significant influence over such actions. If the
Purchaser acquires more than 2,728 Units, the Purchaser and its
affiliate would hold a majority of the Units and therefore would
control any vote of the Unit holders.
Other Potential Effects. The Units are registered under the Exchange
Act, which requires, among other things that the Partnership furnish
certain information to its Unit holders and to the Commission and
comply with the Commission's proxy rules in connection with meetings
of, and solicitation of consents from, Unit holders. Registration and
reporting requirements could be terminated by the Partnership if the
number of record holders falls below 300, or below 500 if the
Partnership's total assets are below $10 million for three consecutive
preceding fiscal years. The Partnership reported a total of 659
limited partners as of its most recent fiscal year end and in excess
of $5 million in total assets. Although it is possible that the
purchase of Units pursuant to the Offer could reduce the number of
record Unit holders below 500, the Purchaser believes the possibility
is unlikely (given the response to the Offer to date) and it is not
the intention of the Purchaser to cause such a result. Accordingly,
the Purchaser does not believe that the purchase of Units pursuant to
the Offer will result in the Units becoming eligible for
deregistration under the Exchange Act.
FEDERAL INCOME TAX MATTERS
The following paragraph is hereby added to the end of the section.
Possible Tax Termination. The Code provides that if 50% or more of the
capital and profits interests in a partnership are sold or exchanged
within a single 12-month period, such partnership generally will
terminate for federal income tax purposes. It is possible that the
Partnership could terminate for federal income tax purposes as a
result of consummation of the Offer (although the Partnership
Agreement prevents transfers of Units that would cause such a
termination). A tax termination of the Partnership could have an
effect on a corporate or other non-individual Unit holder whose tax
year is not the calendar year, as such a Unit holder might recognize
more than one year's Partnership tax items in one tax return, thus
accelerating by a fraction of a year the effects from such items.
ITEM 12. EXHIBITS.
The response to Item 12 is hereby amended and restated in its entirety as
follows.
12.1 Offer to Purchase, dated June 2, 2005.
12.2 Agreement of Transfer and Letter of Transmittal, with Instructions.
12.3 Letter to Unit Holders dated June 2, 2005.
12.4 Letter to Unit Holders dated June 30, 2005.
12.5 Press Release dated June 30, 2005.
12.6 Letter to Unit Holders dated July 14, 2005.
12.7 Press Release dated July 14, 2005.
12.8 [Deleted Exhibit]
12.9 Press Release dated and issued August 1, 2005.
12.10 Letter to Unit Holders dated August 9, 2005.
12.11 Press Release dated August 9, 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 9, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
------------------------
David I. Lesser
Executive Vice President