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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. 1)
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CIGNA INCOME REALTY-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*: $9,200,000 AMOUNT OF FILING FEE: $1,840
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS AMOUNT ASSUMES THE
PURCHASE OF 80,000 UNITS OF INTEREST OF THE SUBJECT PARTNERSHIP FOR $115 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 BIDDER.
[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: $1,840 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 4
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on November 18, 1996 by Everest Realty Investors, LLC,
a California limited liability company (the "Purchaser") (the "Schedule 14D-1"),
to respond to (a) comments made by the Commission and (b) certain comments made
on behalf of CIGNA Income Realty-I Limited Partnership, a Delaware limited
partnership (the "Partnership"), in the Partnership's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Commission on or about December 2, 1996. As amended, this Statement relates to
the offer by the Purchaser to purchase up to 80,000 of the units of interest
(the "Units") of the Partnership at $115 per Unit, less the amount of
Distributions (as defined in the Offer to Purchase) per Unit, if any, made by
the Partnership after any Distributions made after the distribution from
operations for the third quarter of 1996 and before the date on which the
Purchaser purchases the Units tendered pursuant to the Offer (as defined below)
and less any Partnership transfer fees, 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 by the Supplement Letter to Offer to Purchase dated December 6, 1996
(the "Supplement") and the related Agreement of Transfer and 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,
constitutes the "Offer"), to include the information set forth below.
Capitalized terms used but not defined herein have the meaning ascribed to them
in the Schedule 14D-1 and the Offer to Purchase. The following Items are amended
as follows:
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by adding the following:
Reference is hereby made to the entire text of the Supplement,
attached hereto as Exhibit 99.4, which is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
99.4 Supplement Letter to Offer to Purchase, dated December 6, 1996.
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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.
EVEREST REALTY INVESTORS, LLC
By: EVEREST REALTY MANAGEMENT,
LLC, Manager
By: /s/ W. ROBERT KOHORST
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W. ROBERT KOHORST
PRESIDENT
Dated: December 6, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
99.4 Supplement Letter to Offer to Purchase, dated December 6, 1996
</TABLE>
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EXHIBIT 99.4
EVEREST REALTY INVESTORS, LLC
3280 E. FOOTHILL BLVD., #320
PASADENA, CALIFORNIA 91107
(818) 585-5920
$115.00 PER UNIT CASH OFFER
TO ALL UNITHOLDERS OF
CIGNA INCOME REALTY-I
Dear Unitholder:
This letter supplements our Offer to Purchase (the "Offer") up
to 80,000 units of interest ("Units") in CIGNA Income Realty-I Limited
Partnership (the "Partnership") at a net cash price of $115 per Unit (the
"Purchase Price"), less the amount of certain distributions and any transfer
fees imposed by the Partnership (as described in the Offer). The Offer expires
December 17, 1996 at 12:00 midnight New York time.
We urge you to consider the following points in your review of
our Offer and the materials the Partnership has sent to you:
o The general partner of the Partnership has estimated the "net
asset value" of the Partnership at $167 per Unit. The price in
our Offer is less than this amount, and may be less than
ultimate liquidation proceeds, but it is not a hypothetical
value. OUR PURCHASE PRICE IS AVAILABLE IN CASH NOW. Unitholders
can sell their Units this year and receive their final income
tax forms from the Partnership for 1996.
o The general partner has not, to our knowledge, obtained an
independent appraisal or valuation of the Partnership's
properties. The general partner has stated there is no
certainty that if the Partnership's properties are sold, the
Partnership would realize from such sale an amount equal to
the value placed on such properties by the general partner.
o The general partner's opinion of "net asset value" does not
take into account brokerage commissions and other costs of
selling the Partnership's properties or additional costs of
liquidating and distributing the Partnership's assets. These
costs would reduce the amount distributable to limited
partners on liquidation and should be considered when
comparing "net asset value" to the Purchase Price.
o After the date of our Offer, a proposal to purchase the
Partnership's properties was made by Glenborough Realty Trust,
Incorporated. After deduction of estimated fees and costs
likely to be incurred in such transaction (we estimated costs
at 3% of the selling price of $28 million, including a $560,000
brokerage fee payable to an agent of Glenborough), net sales
proceeds per Unit are estimated to be approximately $136. The
Purchase Price we have offered constitutes approximately 85% of
such amount and is not subject to the contingencies and
uncertainties of a negotiation process.
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o The general partner has stated that limited partner approval of
the Glenborough proposal is needed. Even if such proposal is
submitted to and approved by the limited partners, there is no
certainty that a sale pursuant to the Glenborough proposal will
be consummated and, if consummated, the closing is not likely
to occur for several months.
o Unitholders should note that secondary market prices for Units
may exceed the Purchase Price. Since the Offer to Purchase
was mailed, updated information from the Partnership Spectrum
became available. Such information showed a high price of
$150 and a low price of $75 for Units sold in secondary
markets during the twelve-month period ended September 30,
1996. Such prices do not reflect the 10% commissions usually
paid by sellers in such sales. Our offer is for $115 per Unit
without commissions.
o We are making the Offer with a view to making a profit.
Accordingly, there is a conflict between our desire to
purchase Units at a low price and the desire of Unitholders to
sell their Units at a high price.
We urge you to read carefully this Supplement and the Offer to
Purchase for information pertinent to this Offer, including tax considerations,
and to consult your own tax advisor. An Agreement of Transfer and Letter of
Transmittal and return envelope is enclosed for your convenience.
For answers to any questions, please contact our Information
Agent:
D.F. King & Co., Inc.
(800) 431-9645.
EVEREST REALTY INVESTORS, LLC
By: EVEREST REALTY MANAGEMENT,
LLC, Manager
By: /s/ W. ROBERT KOHORST
W. Robert Kohorst
President
December 6, 1996
