-----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, UbinY+F6sEzyjFA+5RDuzAYAhJje3GOP+0enlfyJUhlR5iRQ60nN+VVjhvGH9NFe rq3BvbAR7URaPQK7rimxJg== 0001160498-06-000008.txt : 20060607 0001160498-06-000008.hdr.sgml : 20060607 20060606192538 ACCESSION NUMBER: 0001160498-06-000008 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060606 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: 06890289 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 MANAGEMENT LLC CENTRAL INDEX KEY: 0001160498 IRS NUMBER: 954577327 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 199 S. LOS ROBLES STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 S. LOS ROBLES STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 SC TO-T/A 1 amrep_sctota060606amd2.htm AMDMENT NO. 2

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)

 

Everest Management, 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 Management, 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: $2,301,300(1)

Amount of Filing Fee: $460.26

 

 

(1)

Calculated as the product of the total Units available for purchase and the gross cash price per Unit.

 

o

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

o

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.

 

o

issuer tender offer subject to Rule 13e-4.

 

o

going-private transaction subject to Rule 13e-3.

 

o

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: o

 

 

 


 

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Everest Management, LLC (“Everest” or the “Purchaser”), a California limited liabiltiy copmany, dated May 9, 2006, to purchase ALL Units of limited partnership interests (“Units”) not already held by Purchaser and its affiliates 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 11.

ADDITIONAL INFORMATION.

The response to Item 11 is hereby amended and supplemented with the following changes to the Offer to Purchase:

DETAILS OF THE OFFER

 

4.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects.

The first sentence of the first paragraph is hereby amended to delete: “, which determination will be final and binding”.

The fourth sentence of the first paragraph is hereby amended to delete: “and binding”.

 

5.

Withdrawal Rights.

The first sentence of the third paragraph is hereby amended to delete: “, which determination shall be final and binding”.

 

7.

Conditions of the Offer.

The section is hereby amended to delete the last sentence of the section (“Any determination by the Purchaser, in its reasonable judgment, concerning the events described above will be final and binding upon all parties.”).

 

 

 

 

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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: June 6, 2006

 

 

EVEREST MANAGEMENT, LLC



By: /S/ DAVID I. LESSER     

David I. Lesser

Executive Vice President 

 

 

 

 

 

 

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