SC TO-T/A 1 d50849_scto-t.txt AMENDED TENDER OFFER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 (Name of Subject Company) Capital Realty Investors Ltd Partnership A District of Columbia limited partnership at $75 Net Per Unit by Equity Resource Lexington Fund Limited Partnership, a Massachusetts limited partnership Equity Resources Group, Inc. Eggert Dagbjartsson Limited Partnership Units Eggert Dagbjartsson, Executive Vice President Equity Resources Group, Inc. 44 Brattle Street Cambridge, MA 02138 (617) 876-4800 Calculation of Filing Fee ========================================= ====================================== Transaction Valuation* Amount of Filing Fee $185,625 $37.13 -------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This calculation assumes the purchase of 2,475 Units at a purchase price of $75 per Unit in the Partnership. |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: $37.13 Filing Equity Resource Party: Lexington Fund Limited Partnership Form of Registration No.: Schedule TO/T Date Filed: May 9, 2002 -------------------------------------------------------------------------------- AMENDMENT NO. 1 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 9, 2002 (the "Schedule TO") by Equity Resource Lexington Fund, Limited Partnership, a Massachusetts limited partnership, Eggert Dagbjartsson, its general partner and Equity Resources Group, Inc., its manager (collectively the "Purchaser") to purchase 2,475 units (the "Units") of limited partnership interests in Capital Realty Investors Ltd Partnership, a District of Columbia limited partnership (the "Partnership"), at $75 for each Unit, net to the seller in cash, without interest, less the $100 transfer fee charged by the general partner of the Partnership (per transaction, not per unit) and less the amount of any distributions declared or paid from any source by the Partnership with respect to the Units after May 9, 2002 (without regard to the record date), upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in the related Agreement of Sale, copies of which are attached hereto as Exhibits (a)(l) and (a)(3) (which are herein collectively referred to as the "Offer"). The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement, except as otherwise set forth below. COVER PAGE AND ITEMS 1, 4 and 12 The Cover Page and Items 1, 4 and 12 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended as follows: Cover Page The boxed paragraph of the cover page of the Offer to Purchase is amended in its entirety to read as follows: "THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON JUNE 24, 2002, UNLESS THE OFFER IS EXTENDED." Item 1--Summary Term Sheet The sixth question of the Summary Term Sheet is amended in its entirety to read as follows: "How long do I have to decide whether to tender in the offer? You will have at least until 12:00 midnight, Eastern Time, on June 24, 2002, to decide whether to tender your units in the offer. In addition, if we decide to extend the offering period, as described below, you will have an additional opportunity to tender your units. See "THE OFFER--Section 3--Procedures for Tendering Units." Because the Purchaser is offering to purchase less than 100% of all units of the Partnership, there will be no "subsequent offering period."" The Summary Term Sheet is amended to read as follows: "How many Units have been tendered as of the Offer's Extension Date? Approximately 315 Units have been tender under the Offer at the time of the extension."" Item 4--Terms of the Transaction The Offer The first paragraph of Section 1--"Terms of the Offer" is amended in its entirety to read as follows: "Upon the terms and subject to the conditions of the Offer, the Purchaser will accept for payment and pay for up to 2,475 Units that are validly tendered on or prior to the Expiration Date (as defined below). The term "Expiration Date" means 12:00 midnight, Eastern Time, on June 24, 2002, unless the Purchaser extends the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest date on which the Offer, as so extended by the Purchaser, shall expire." Item 12--Exhibits The following is added as an Exhibit to the Schedule TO: (a)(5)Press release dated June 10, 2002. 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 10, 2002 Equity Resource Lexington Fund Limited Partnership, a Massachusetts limited partnership By: /s/ Eggert Dagbjartsson -------------------------------- Eggert Dagbjartsson General Partner Equity Resources Group, Inc. A Massachusetts Corporation By: /s/ Eggert Dagbjartsson -------------------------------- Eggert Dagbjartsson Executive Vice President Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson -------------------------------- Eggert Dagbjartsson EXHIBIT INDEX ------------------------------------------------------------------------------ Sequential Exhibit No. Description Page Number ----------- ----------- ----------- -------------- ------------------------------------------ -------------------- (a)(1) - Offer to Purchase, dated May 9, 2002* 4-28 -------------- ------------------------------------------ -------------------- (a)(2) - Transmittal letter, dated May 9, 2002* 29 -------------- ------------------------------------------ -------------------- (a)(3) - Agreement of Sale* 30-33 -------------- ------------------------------------------ -------------------- (a)(4) Summary Advertisement* 34 -------------- ------------------------------------------ -------------------- (a)(5) Press Release dated June 10, 2002 -------------- ------------------------------------------ -------------------- (b) - Not applicable. -------------- ------------------------------------------ -------------------- (c) - Not applicable. -------------- ------------------------------------------ -------------------- (d) - Not applicable. -------------- ------------------------------------------ -------------------- (e) - Not applicable. -------------- ------------------------------------------ -------------------- (f) - Not applicable. -------------- ------------------------------------------ -------------------- (g) Not applicable -------------- ------------------------------------------ -------------------- (h) Not applicable. ------------------------------------------------------------------------------ * Previously Filed