SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 5)
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.
[X] 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: [X]
This Amendment No. 5 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby supplemented as follows:
The Offer expired pursuant to its terms at 5:00 p.m., Los Angeles time, on
August 25, 2005. The Purchaser received 535.5 Units that were validly tendered
and not withdrawn, all of which were accepted for payment. As a result of the
Offer, the Purchaser will own approximately 1007.5 Units (9.2%). Everest
Management, LLC, an affiliate of Purchaser, owns 2,300 Units (20.9%).
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: November 1, 2005
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President