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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
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CONNECTICUT GENERAL EQUITY PROPERTIES-I
LIMITED PARTNERSHIP
(NAME OF SUBJECT ISSUER)
EVEREST REALTY INVESTORS, LLC
(BIDDER)
UNITS OF INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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W. ROBERT KOHORST
EVEREST REALTY INVESTORS, LLC,
3280 E. FOOTHILL BLVD., #320
PASADENA, CALIFORNIA 91107
(818) 585-5920
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
PETER J. TENNYSON, ESQ.
STEPHEN D. COOKE, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
SEVENTEENTH FLOOR
695 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626-1924
(714) 668-6200
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION*: $4,316,125 AMOUNT OF FILING FEE: $864
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 15,695 units of interest of the subject partnership for $275
per unit in cash. The amount of the filing fee, calculated in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate of the cash offered by the
bidders.
[X] 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: $864 FILING PARTY: EVEREST REALTY INVESTORS, LLC
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: NOVEMBER 18, 1996
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INDEX TO EXHIBITS LOCATED AT PAGE
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CUSIP No.: NONE 14D-1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Everest Realty Investors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
441 Units
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 1.12%. (Based on 39,236.25 Units
reported as outstanding as of December 31, 1995).
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10 TYPE OF REPORTING PERSON
OO
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 constitutes the final Amendment to the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on November 18,
1996, as amended by Amendment No. 1 filed with the Commission on December 6,
1996, by Everest Realty Investors, LLC, a California limited liability company
(the "Purchaser") (the "Schedule 14D-1"), relating to the offer by the Purchaser
to purchase up to 15,695 units of interest ("Units") in Connecticut General
Equity Properties - I Limited Partnership, a Connecticut limited partnership
(the "Partnership"), at a purchase price of $275 per Unit, less the amount of
Distributions (as defined in the Offer to Purchase dated November 18, 1996), if
any, made by the Partnership after the distribution from operations for the
third quarter of 1996 to the date on which the Purchaser purchases the tendered
Units, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 18, 1996, as it may be supplemented or amended from time
to time (the "Offer to Purchase"), including the Supplemental Letter to Offer to
Purchase, dated December 6, 1996 (the "Supplement"), and the related Letter of
Transmittal, as it may be supplemented or amended from time to time (the "Letter
of Transmittal," which together with the Offer to Purchase and the Supplement,
constitute the "Offer"). Terms not otherwise defined herein shall have the
meaning given to them in the Schedule 14D-1 and the Offer to Purchase. The
following items are amended as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended by adding the following:
The offer expired according to its terms at 12:00 midnight, New York
City time, on Tuesday, December 17, 1996. Promptly thereafter, the
Purchaser gave notice to the Depositary of its acceptance for payment in
accordance with the terms of the Offer, of all Units that had been validly
tendered and not withdrawn prior to the expiration of the Offer. According
to the Depositary's preliminary count, approximately 441 Units had been
tendered.
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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: December 20, 1996 EVEREST REALTY INVESTORS, LLC
By: EVEREST REALTY MANAGEMENT,
LLC, Manager
By: /s/ W. ROBERT KOHORST
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W. Robert Kohorst
President
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