-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBuXMbJqKUWR98E8lmYeKtfcIUeXlGRx44pKW7JdncHJJJhq/TtuQ/6MzLIGssDn GigAflq+QoqFJlOXZ9bQVg== 0001037955-05-000009.txt : 20060817 0001037955-05-000009.hdr.sgml : 20060817 20050714135423 ACCESSION NUMBER: 0001037955-05-000009 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050714 DATE AS OF CHANGE: 20060206 GROUP MEMBERS: EVEREST PROPERTIES II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REPUBLIC REALTY FUND I CENTRAL INDEX KEY: 0000711512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 391421936 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55579 FILM NUMBER: 05954127 BUSINESS ADDRESS: STREET 1: 2800 N DALLAS PKWY STREET 2: #100 CITY: PLANO STATE: TX ZIP: 75093-4707 BUSINESS PHONE: 9728368010 MAIL ADDRESS: STREET 1: 2800 N DALLAS PKWY STREET 2: #100 CITY: PLANO STATE: TX ZIP: 75093-4707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST PROPERTIES II LLC CENTRAL INDEX KEY: 0001037955 IRS NUMBER: 954599059 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 SC TO-T/A 1 amrep_sctota071405.txt AMENDMENT NO. 2 SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE TO (Amendment No. 2) 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. 2 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 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 and the Purchaser's financial condition is set forth in "Certain Information Concerning the Purchaser - Source of Funds" and Appendix B included with the Letter to Unit Holders dated July 14, 2005 (Exhibit 12.6 to the Schedule TO), which Appendix B is incorporated herein by reference. Audited financial statements of the Purchaser are not available because the Purchaser does not have them prepared in the ordinary course of business and they would not be obtainable without unreasonable cost or expense. The incorporation by reference in this Item of the above-referenced information does not constitute an admission that such information is material to a decision by a holder of the Units as to whether to tender or hold their securities. ITEM 4. TERMS OF THE TRANSACTION. The Offer, withdrawal rights and proration period will expire at 5:00 p.m., Los Angeles time, on Monday, August 1, 2005, unless the Offer is extended. ITEM 11. ADDITIONAL INFORMATION. The response to Item 11 is hereby further amended and supplemented by the Letter to Unit Holders dated July 14, 2005 and Appendix B therewith (Exhibit 12.6 to the Schedule TO), which is incorporated herein by reference. ITEM 12. EXHIBITS. 12.6 Letter to Unit Holders dated July 14, 2005, with Appendix B. 12.7 Press Release dated July 14, 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: July 14, 2005 EVEREST PROPERTIES II, LLC By: /S/ DAVID I. LESSER ------------------------ David I. Lesser Executive Vice President EX-99 3 amrep_sctota071405uhletter.txt EXH 12.6 LETTER TO UNIT HOLDERS July 14, 2005 TO HOLDERS OF UNITS OF AMERICAN REPUBLIC REALTY FUND I Re: Offer to Purchase Units for $200 Per Unit Dear Unit Holder: This letter is to inform you that we have extended our OFFER TO PURCHASE up to 1,500 Units of limited partnership interests in AMERICAN REPUBLIC REALTY FUND I (the "Partnership") at a cash purchase price of $200 per Unit, without interest, less the amount of distributions made to you after the date of the Offer and less any transfer fees imposed by the Partnership for each transfer, which the Partnership advises us are $50 per transfer (regardless of the number of units transferred). The Offer is now scheduled to expire on August 1, 2005. In addition, certain information regarding the Purchaser's financial condition and operating results is set forth in Appendix B included herewith. Please consider the following points, which are discussed in greater detail in the Offer to Purchase that was sent to you previously, as amended and supplemented to date: o The Offer is $25 per Unit (14%) more than the highest prior third-party offer for Units of which Purchaser is aware (which we made on July 2, 2004), based on a review of public SEC filings. In a private purchase, the Purchaser's affiliate acquired a substantial block of Units for $225 per Unit, in October 2004. o The Partnership's reported 2004 revenue is down by more than $219,000 compared to 2003 revenue and vacancy at its properties has increased. o The Partnership will not be required to terminate before December 31, 2012, unless a majority of the limited partners approve an earlier dissolution or an event occurs that would require a dissolution, according to the Partnership's limited partnership agreement, and, according to the Partnership's public reports, the termination date can be extended if certain events occur. o You may be able to obtain a tax benefit by selling if you have accumulated passive losses that you can use once you have disposed of your investment in the Partnership; you should consult your tax advisor about this possibility. We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (blue form) in the envelope provided. You will get this letter even if we have received your agreement. For answers to any questions you might have regarding these materials or our Offer, or assistance in the procedures for accepting our Offer and tendering your Units, please contact us at (800) 611-4613. Very truly yours, EVEREST PROPERTIES II, LLC Appendix B Everest Properties II, LLC Balance Sheets (unaudited) Dec 31, '03 Dec 31, '04 Jun 30, '05 ------------- ------------- ------------- ASSETS Current Assets Cash and Equivalents 1,071,906 2,967,542 4,779,162 Other Current Assets 856,808 702,306 1,239,333 ------------- ------------- ------------- Total Current Assets 1,928,714 3,669,848 6,018,495 Total Fixed Assets 76,007 44,101 105,635 Other Assets Investments 4,320,516 3,642,449 4,484,948 Loans Receivable 814,104 767,541 576,007 Prepaid Expenses 28,199 17,607 19,976 ------------- ------------- ------------- Total Other Assets 5,162,819 4,427,597 5,080,931 ------------- ------------- ------------- TOTAL ASSETS 7,167,540 8,141,546 11,205,061 ============= ============= ============= LIABILITIES & EQUITY Liabilities 228,769 218,800 211,972 Equity Members Capital 3,886,910 5,938,772 1,938,772 Retained Earnings 0 0 1,983,973 Net Income 3,051,862 1,983,973 7,070,344 ------------- ------------- ------------- Total Equity 6,938,772 7,922,745 10,993,089 ------------- ------------- ------------- TOTAL LIABILITIES & EQUITY 7,167,541 8,141,545 11,205,061 ============= ============= =============
Everest Properties II, LLC Profit and Loss Statements (unaudited) Jan - Dec '03 Jan - Dec '04 Jan - Jun '05 --------------------------------------------- Ordinary Income/Expense Income 4,855,839 2,921,021 959,274 Expense 3,860,199 3,156,994 1,441,381 ------------- ------------- ------------- Net Ordinary Income 995,640 (235,973) (482,107) Other Income/Expense Total Other Income 2,619,056 2,563,730 7,726,473 Total Other Expense 562,834 343,788 174,025 ------------- ------------- ------------- Net Other Income 2,056,222 2,219,942 7,552,448 ------------- ------------- ------------- Net Income 3,051,862 1,983,969 7,070,341 ============= ============= =============
EX-99 4 amrep_sctota071405pressrel.txt EXH 12.7 PRESS RELEASE EVEREST PROPERTIES II, LLC 199 S. Los Robles Avenue, Suite 200 Pasadena, CA 91101 CONTACT: Chris Davis or Stacey McClain of Everest Properties II, LLC (626)585-5920 FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, July 14, 2005 - Everest Properties II, LLC today announced that it has extended the expiration date of its outstanding tender offer for limited partnership interests in American Republic Realty Fund I, L.P. The expiration date for the tender offer has been extended to 5:00 p.m., Los Angeles time, on Monday, August 1, 2005. The offer was previously scheduled to expire at 5:00 p.m., Los Angeles time, on Monday, July 18, 2005. Everest reported that approximately 285 units have been deposited to date in response to the offer. CORRESP 5 filename5.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----