-----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, M5ntNH3DX5alfAJk1H9XVhVsEJWimwxQ0CnbBSR9rQhjuOrP8fCF5U4NPlLoGw4P qb/qkg7cHB4bgFunuKU9jw== 0001104540-01-500323.txt : 20020412 0001104540-01-500323.hdr.sgml : 20020412 ACCESSION NUMBER: 0001104540-01-500323 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL REALTY INVESTORS II LTD PARTNERSHIP CENTRAL INDEX KEY: 0000713571 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521321492 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56505 FILM NUMBER: 1805655 BUSINESS ADDRESS: STREET 1: 11200 ROCKVILLE PIKE STREET 2: 5TH CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3014689200 MAIL ADDRESS: STREET 1: 11200 ROCKVILLE PIKE STREET 2: 5TH FLOOR CITY: ROCKVILLE STATE: MD ZIP: 20852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESOURCE GROUP INC ET AL CENTRAL INDEX KEY: 0001023846 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 642723870 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 14 STORY SE CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6178764800 MAIL ADDRESS: STREET 1: 14 STORY SE CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC TO-T/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A 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 II LTD PARTNERSHIP A MARYLAND LIMITED PARTNERSHIP AT $100.00 NET PER UNIT BY EQUITY RESOURCE LEXINGTON FUND LIMITED PARTNERSHIP, A MASSACHUSETTS LIMITED PARTNERSHIP EQUITY RESOURCES GROUP, INC., A MASSACHUSETTS CORPORATION EGGERT DAGBJARTSSON, AN INDIVIDUAL LIMITED PARTNERSHIP UNITS Eggert Dagbjartsson, Executive Vice President Equity Resources Group, Inc. 14 Story Street Cambridge, MA 02138 (617) 876-4800 Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $1,000,000 $200.00 - -------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This calculation assumes the purchase of 10,000 Units at a purchase price of $100 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. - -------------------------------------------------------------------------------- Equity Resource Amount Previously Paid: $200.00 Filing Party: Lexington Fund Form of Registration No.: Schedule TO Limited Partnership Not Applicable Date Filed: November 19, 2001 - -------------------------------------------------------------------------------- 1 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 November 19, 2001 (the "Schedule TO") by Equity Resources Lexington Fund Limited Partnership, a Massachusetts limited partnership, Equity Resources Group, Inc., a Massachusetts corporation, and Eggert Dagbjartsson, an individual (together, the "Purchaser") to purchase 10,000 units (the "Units") of limited partnership interests in Capital Realty Investors II Ltd Partnership, a Maryland limited partnership (the "Partnership"), at $100.00 for each Unit, to the seller in cash, without interest, less the amount of any distributions declared or paid from any source by the Partnership with respect to the Units after November 19, 2001 (without regard to the record date), upon the terms and subject to the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in the Agreement of Sale, as each may be supplemented or amended from time to time (which together constitute the "Offer"), and less the $100 transfer fee charged by the general partner of the Partnership. The information contained in the Offer to Purchase is incorporated herein by reference. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. COVER PAGE AND ITEM 4 The Cover Page and Item 4 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended as follows: COVER PAGE The cover letter is amended to include the following paragragh: "The Purchaser recently conducted an offer to purchase units in the Partnership at the same price that it is currently offering to purchase Units. That offer began on June 22, 2001 and concluded on August 6, 2001. The Purchaser reserves the right to conduct future offers for Units in the Partnership. See 'THE OFFER-Section 8-Future Plans.'" ITEM 4-TERMS OF THE TRANSACTION THE OFFER Section 8-The first paragraph of Section 8--"Future Plans" is amended in its entirety as follows: "FUTURE PLANS OF THE PURCHASER. The Purchaser is acquiring the Units pursuant to the Offer for investment purposes. However, the Purchaser and its affiliates may acquire additional Units through private purchases, one or more future tender offers, or by any other means deemed advisable. Those future purchases may be at prices higher or lower than the Offer Price. Limited Partners should note that the Purchaser recently conducted an offer to purchase units in the Partnership. That offer began on June 22, 2001 and concluded on August 6, 2001 (the "First Offer"). The primary factor in the Purchaser's decision to commence this Offer for units in the Partnership was the belief that some limited partners would be interested in liquidating their investment in the partnership before the end of the year. At the time of the First Offer, the Purchaser did not anticipate conducting a subsequent offer at 2 this time. The Purchaser decided to conduct this Offer in October of 2001. The decision to conduct this Offer was not based on the number of Units tendered as a result of the First Offer and the number of Units tendered as a result of this Offer will not be a deciding factor in the Purchaser's decision to commence a third offer. It is the Purchaser's belief that the primary factor in a limited partner's decision to sell its Units is the opportunity for liquidity, and decisions to commence future offers will be based primarily on the Purchaser's belief that the timing of the offer would take place at a time that would be most favorable to limited partners seeking liquidity. Though the Purchaser has not considered the timing of any future offers, it believes that the most advantageous times to conduct offers are in March and April to coincide with the filing of tax returns and November and December to coincide with the end of the fiscal year." 3 SIGNATURES 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 4, 2001 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 Eggert Dagbjartsson EXHIBIT INDEX Exhibit No. Description - --------------------------------------------------------------- (a)(1) - Offer to Purchase, dated November 19, 2001* - --------------------------------------------------------------- (a)(2) - Transmittal letter, dated November 19, 2001* - --------------------------------------------------------------- (a)(3) - Agreement of Sale* - --------------------------------------------------------------- (a)(4) Summary Advertisement* - --------------------------------------------------------------- (a)(5)-- Not applicable. - --------------------------------------------------------------- (b) - Not applicable. - --------------------------------------------------------------- (c) - Not applicable. - --------------------------------------------------------------- (d)(1)- Not applicable. - --------------------------------------------------------------- (e) - Not applicable. - --------------------------------------------------------------- (f) - Not applicable. - --------------------------------------------------------------- (g) Not applicable - --------------------------------------------------------------- (h) Not applicable. - --------------------------------------------------------------- * Previously filed 4 -----END PRIVACY-ENHANCED MESSAGE-----