-----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, LIIwRnwMaaPQpSvYy8S0t75SH3sw4FHNam96YqJJJoJSRU58OtzNwF2Dw4b+a3zH LbqTLYC5EE1mK5C50tu+9g== 0001160498-07-000002.txt : 20070118 0001160498-07-000002.hdr.sgml : 20070118 20070118171249 ACCESSION NUMBER: 0001160498-07-000002 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070118 EFFECTIVENESS DATE: 20070118 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11578 FILM NUMBER: 07538468 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: DFAN14A 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 DFAN14A 1 amrep1_dfan14a111807.htm DEFINITIVE ADDITIONAL MATERIAL

SCHEDULE 14A

 

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) Securities

Exchange Act of 1934

 

Filed by the Registrant

o

 

Filed by a party other than the Registrant

x

 

Check the appropriate box:

 

o

Preliminary Proxy Statement

 

o

Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

 

o

Definitive Proxy Statement

 

x

Definitive Additional Materials

 

o

Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

 

AMERICAN REPUBLIC REALTY FUND I

 

(Name of Registrant as Specified in Its Charter)

 

Everest Management, LLC

And

Everest Properties II, LLC

And

Millenium Management, LLC

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of filing fee (Check the appropriate box):

 

x

No fee required

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

(1) Title of each class of securities to which transaction applies:

 

 

 


 

 

(2) Aggregate number of securities to which transactions applies:

 

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.)

 

 

(4) Proposed maximum aggregate value of transaction:

 

 

(5) Total Fee paid:

 

o

Fee paid previously with preliminary materials

 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1) Amount previously paid:

 

 

(2) Form, Schedule or Registration Statement No.:

 

 

(3) Filing party:

 

 

(4) Date filed:

 

 


Everest Management, LLC

Everest Properties II, LLC

Millenium Management, LLC

199 S. Los Robles Avenue, Suite 200

Pasadena, CA 91101

January 18, 2007

 

Dear Fellow Limited Partner:

 

YOUR VOTE IS NEEDED! We are seeking your approval to remove Robert J. Werra as the general partner of American Republic Realty Fund I, and elect Millenium Management, LLC, a California limited liability company (“Millenium”), as the new general partner.

 

We strongly believe that the Partnership and its limited partners would be better off by replacing Mr. Werra as general partner, for the following reasons:

 

 

Mr. Werra has been overcharging the Partnership for the management and administration of the Partnership and its assets. Mr. Werra pays himself 5% annually to manage properties in the same cities where Everest currently pays 3%.

 

Mr. Werra did not fully market the Dallas property for sale. He received an unsolicited offer and accepted it.

 

Mr. Werra’s communication with limited partners is confusing and he refuses to commit to selling the Florida property.

 

Under Mr. Werra’s management, the Partnership has been unable to make regular distributions to limited partners and has lost a property to foreclosure.

Replacing Werra with Millenium is the best way for you to get the most money from the Partnership.

 

 

Millenium will substantially reduce property management and administration expenses.

 

Millenium will create liquidity for the limited partners within 6 months.

 

Millenium will pursue claims for repayment of excess fees against the current general partner, if warranted.

 

Millenium will waive the 3% real estate sales commission available to the current general partner.

 

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE THE ENCLOSED

BALLOT AND VOTE **FOR** MILLENIUM

 

If you have any questions, please do not hesitate to contact us toll free at (800) 611-4613, or at (626) 585-5920.

 

 

Millenium Management, LLC

 

 

 

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