-----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, A1m8J6YzXmsLtNU9xtFCPK+cuUnzpZmWQwOaG5MuayV+/Vl3dyQ9feGqJBf/Uld7 tj/tKYG/ysREQ3Uca/L2yw== 0000929638-99-000256.txt : 19990712 0000929638-99-000256.hdr.sgml : 19990712 ACCESSION NUMBER: 0000929638-99-000256 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990709 GROUP MEMBERS: EGGERT DAGBJARTSSON GROUP MEMBERS: EQUITY RESOURCE BOSTON FUND LIMITED PARTNERSHIP GROUP MEMBERS: EQUITY RESOURCE CAMBRIDGE FUND LIMITED PARTNERSHIP GROUP MEMBERS: EQUITY RESOURCE FUND XV LIMITED PARTNERSHIP GROUP MEMBERS: EQUITY RESOURCE FUND XVII LIMITED PARTNERSHIP GROUP MEMBERS: EQUITY RESOURCE GENERAL FUND LIMITED PARTNERSHIP GROUP MEMBERS: EQUITY RESOURCE GROUP INC ET AL GROUP MEMBERS: EQUITY RESOURCES GROUP, INCORPORATED GROUP MEMBERS: JAMES E. BROOKS GROUP MEMBERS: MARK S. THOMPSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINTHROP GROWTH INVESTORS I LP CENTRAL INDEX KEY: 0000722565 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042797919 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48525 FILM NUMBER: 99662178 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: WINTHROP INCOME PROPERTIES I LTD PARTNERSHP DATE OF NAME CHANGE: 19840124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESOURCE GROUP INC ET AL CENTRAL INDEX KEY: 0001023846 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14 STORY SE CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6179518183 MAIL ADDRESS: STREET 1: 14 STORY SE CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 Winthrop Growth Investor I Limited Partnership (Name of Issuer) Limited Partnership Units (Title of Class of Securities) Not Applicable (CUSIP Number) Eggert Dagbjartsson c/o Equity Resources Group, Incorporated, 14 Story Street, Cambridge, Massachusetts 02138 (617) 876-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1999 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) 1. NAMES AND IDENTIFICATION NO. OF REPORTING PERSONS: Equity Resources Group, Incorporated I.R.S.# 04-2723870 Equity Resource Cambridge Fund Limited Partnership I.R.S.# 04-3189039 Equity Resource Boston Fund Limited Partnership I.R.S.#04-3430288 Equity Resource General Fund Limited Partnership I.R.S.# 04-3012717 Equity Resource Fund XV Limited Partnership I.R.S.# 04-3182947 Equity Resource Fund XVII Limited Partnership I.R.S.# 04-3274114 James E. Brooks Mark S. Thompson Eggert Dagbjartsson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A)[x] (B)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC $275,914.00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Equity Resources Group, Incorporated is a Massachusetts corporation. Equity Resource Cambridge Fund Limited Partnership is a Massachusetts limited partnership. Equity Resource Boston Fund Limited Partnership is a Massachusetts limited partnership. Equity Resource General Fund Limited Partnership is a Massachusetts limited partnership. Equity Resource Fund XV Limited Partnership is a Massachusetts limited partnership. Equity Resource Fund XVII Limited Partnership is a Massachusetts limited partnership. James E. Brooks is a United States citizen. Mark S. Thompson is a United States citizen. Eggert Dagbjartsson is a United States citizen.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER None. 8. SHARED VOTING POWER 28 Units are held by Equity Resource Cambridge Fund Limited Partnership, a Massachusetts limited partnership, of which Equity Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson and Mark S. Thompson are the general partners (the "Cambridge Fund General Partners"). Voting power with respect to such Units is shared by the Cambridge Fund General Partners as reporting persons in their capacities as general partners of such limited partnership. 445 Units are held by Equity Resource Boston Fund Limited Partnership, a Massachusetts limited partnership, of which Eggert Dagbjartsson and Mark S. Thompson are the general partners (the "Boston Fund General Partners"). Voting power with respect to such Units is shared by the Boston Fund General Partners as reporting persons in their capacities as general partners of such limited partnership. 40 Units are held by Equity Resource General Fund Limited Partnership, a Massachusetts limited partnership, of which Equity Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners (the "General Fund General Partners"). Voting power with respect to such Units is shared by the General Fund General Partners as reporting persons in their capacities as general partners of such limited partnership. 20 Units are held by Equity Resource Fund XV Limited Partnership, a Massachusetts limited partnership, of which Equity Resources Group, Incorporated and Mark S. Thompson are the general partners (the "Fund XV General Partners"). Voting power with respect to such Units is shared by the Fund XV General Partners as reporting persons in their capacities as general partners of such limited partnership. 1,050.75 Units are held by Equity Resource Fund XVII Limited Partnership, a Massachusetts limited partnership, of which Equity Resources Group, Incorporated and Eggert Dagbjartsson are the general partners (the "Fund XVII General Partners"). Voting power with respect to such Units is shared by the Fund XVII General Partners as reporting persons in their capacities as general partners of such limited partnership. See Item 2 below for other required information. 9. SOLE DISPOSITIVE POWER None. 10. SHARED DISPOSITIVE POWER 28 Units are held by Equity Resource Cambridge Fund Limited Partnership, a Massachusetts limited partnership. Dispositive power with respect to such Units is shared by the Cambridge Fund Limited Partners as reporting persons in their capacities as general partners of such limited partnership. 445 Units are held by Equity Resource Boston Fund Limited Partnership, a Massachusetts limited partnership. Dispositive power with respect to such Units is shared by the Boston Fund General Partners as reporting persons in their capacities as general partners of such limited partnership. 40 Units are held by Equity Resource General Fund Limited Partnership, a Massachusetts limited partnership. Dispositive power with respect to such Units is shared by the General Fund General Partners as reporting persons in their capacities as general partners of such limited partnership. 20 Units are held by Equity Resource Fund XV Limited Partnership, a Massachusetts limited partnership. Dispositive power with respect to such Units is shared by the Fund XV General Partners as reporting persons in their capacities as general partners of such limited partnership. 1,050.75 Units are held by Equity Resource Fund XVII Limited Partnership, a Massachusetts limited partnership. Dispositive power with respect to such Units is shared by the Fund XVII General Partners as reporting persons in their capacities as general partners of such limited partnership. See Item 2 below for other required information. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28 Units are held by Equity Resource Cambridge Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners. 445 Units are held by Equity Resource Boston Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Eggert Dagbjartsson and Mark S. Thompson are the general partners. 40 Units are held by Equity Resource General Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners. 20 Units are held by Equity Resource Fund XV Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated and Mark S. Thompson are the general partners. 1,050.75 Units are held by XVII Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated and Eggert Dagbjartsson are the general partners. See Item 2 below for other required information. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% are held by Equity Resource Cambridge Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners. 1.9% are held by Equity Resource Boston Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Eggert Dagbjartsson and Mark S. Thompson are the general partners. .2% are held by Equity Resource General Fund Limited Partnership, a Massachusetts limited partnership, of which the reporting persons James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners. .1% are held by Equity Resource Fund XV Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated and Mark S. Thompson are the general partners. 4.5% are held by Equity Resource Fund XVII Limited Partnership, a Massachusetts limited partnership, of which the reporting persons Equity Resources Group, Incorporated and Eggert Dagbjartsson are the general partners. See Item 2 below for other required information. 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) Equity Resources Group, Incorporated CO Equity Resource Cambridge Fund Limited Partnership PN Equity Resource Boston Fund Limited Partnership PN Equity Resource General Fund Limited Partnership PN Equity Resource Fund XV Limited Partnership PN Equity Resource Fund XVII Limited Partnership PN James E. Brooks IN Mark S. Thompson IN Eggert Dagbjartsson IN Item 1. Security and Issuer This statement relates to certain limited partnership units (the "Units") of Winthrop Growth Investors I Limited Partnership, a Massachusetts limited partnership with its principal executive office at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. Item 2. Identity and Background. (a) The names of the persons filing this statement are Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, Equity Resource Fund XVII Limited Partnership (the "Limited Partnerships"), Equity Resources Group, Incorporated, a Massachusetts corporation, James E. Brooks, Mark S. Thompson, and Eggert Dagbjartsson (collectively, the "Reporting Persons"). Equity Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners of Equity Resource Cambridge Fund Limited Partnership, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners of Equity Resource General Fund Limited Partnership. Eggert Dagbjartsson and Mark S. Thompson are the general partners of Equity Resource Boston Fund Limited Partnership. Equity Resources Group, Incorporated and Mark S. Thompson are the general partners of Equity Resource Fund XV Limited Partnership. Equity Resources Group, Incorporated and Eggert Dagbjartsson are the general partners of Equity Resource Fund XVII Limited Partnership. This statement on Schedule 13D is filed on behalf of all such reporting persons. The executive officers and directors of Equity Resources Group, Incorporated are James E. Brooks, Chairman of the Board of Directors and Director, Mark S. Thompson, President and Director, and Eggert Dagbjartsson, Executive Vice President and Director. (b) The business address of each of Equity Resource Cambridge Fund limited partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, Equity Resource Fund XVII Limited Partnership, Equity Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson is 14 Story Street, Cambridge, Massachusetts 02138. (c) Each of the Limited Partnerships is a Massachusetts limited partnership formed to acquire and hold interests in other limited partnerships involved in all facets of the real estate business as long-term investments with a view to long-term appreciation and not to resale. Mr. Brooks' principal occupation is Chairman of the Board of Directors of Equity Resources Group, Incorporated. Mr. Thompson's principal occupation is President of Equity Resources Group, Incorporated. Mr. Dagbjartsson's principal occupation is Executive Vice President of Equity Resources Group, Incorporated. (d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Limited Partnerships is a Massachusetts limited partnership. Mark S. Thompson, James E. Brooks, and Eggert Dagbjartsson are citizens of the United States. Equity Resources Group, Incorporated is a Massachusetts corporation. Item 3. Source and Amount of Funds or Other Consideration. Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership purchased the Units hereby reported for an aggregate of $275,914.00 cash. The source of such funds was the working capital of these respective limited partnerships. Item 4. Purpose of Transaction. Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership acquired the Units for investment purposes and none of such limited partnerships, or any of the reporting persons, has any present plans or proposals that relate to or would result in any of the actions described in Item 4(a)-(j) of the instructions to Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Equity Resources Group, Incorporated, James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson, in their capacities as general partners of each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership, beneficially own an aggregate of 1,583.75 Units, representing 6.84% of the Units presently outstanding (the percentages reported in Item 13 do not cumulate to 6.84% because of rounding done pursuant to the instructions to Schedule 13D). (b) Equity Resources Group, Incorporated, James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson, in their capacities as general partners of each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership, share the power to vote or direct the vote and to dispose of or direct the disposition of all of the 1,583.75 Units referred to in Item 5(a). See Item 2 above for other required information. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit 7.1 Agreement dated as of July 5, 1999, between each of the Reporting Persons with respect to the filing of this statement on Schedule 13D. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete, and correct. July 5, 1999 July 5, 1999 (Date) (Date) EQUITY RESOURCES GROUP, INCORPORATED By: /s/ Eggert Dagbjartsson /s/ James E. Brooks ----------------------------- ----------------------------- Eggert Dagbjartsson James E. Brooks, individually Executive Vice President EQUITY RESOURCE CAMBRIDGE FUND /s/ Eggert Dagbjartsson LIMITED PARTNERSHIP ----------------------------- Eggert Dagbjartsson, individually By: /s/ Eggert Dagbjartsson ----------------------------- /s/ Mark S. Thompson Eggert Dagbjartsson, as general partner ----------------------------- Mark S. Thompson, individually EQUITY RESOURCE GENERAL FUND LIMITED PARTNERSHIP By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, as general partner EQUITY RESOURCE BOSTON FUND LIMITED PARTNERSHIP By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, as general partner EQUITY RESOURCE FUND XV LIMITED PARTNERSHIP By: EQUITY RESOURCES GROUP, INCORPORATED, as general partner By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson Executive Vice President EQUITY RESOURCE FUND XVII LIMITED PARTNERSHIP By: EQUITY RESOURCES GROUP, INCORPORATED, as general partner By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson Executive Vice President EXHIBIT 7.1 AGREEMENT This Agreement, dated as of July 5, 1999, is by and among Equity Resources Group, Incorporated, a Massachusetts corporation, James E. Brooks, Mark S. Thompson, Eggert Dagbjartsson, each an individual, and each of the Limited Partnerships listed on the signature pages hereto (the "Limited Partnerships"). Each of the Limited Partnerships may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to an aggregate of 1,583.75 units (the "Units") of limited partnership interest in Winthrop Growth Investors I Limited Partnership, a Massachusetts limited partnership, held by Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership. Equity Resources Group, Incorporated, James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson may be required to file by reason of their being the general partners of each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII Limited Partnership, as the case may be. Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to file a single statement on Schedule 13D on behalf of each of the parties, and hereby further agree to file this Agreement as an exhibit to such statement, as required by such rule. Executed and delivered as of the date first above written. EQUITY RESOURCES GROUP, INCORPORATED By: /s/ Eggert Dagbjartsson /s/ James E. Brooks ----------------------------- ----------------------------- Eggert Dagbjartsson James E. Brooks, Individually Executive Vice President /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, individually /s/ Mark S. Thompson ----------------------------- Mark S. Thompson, individually EQUITY RESOURCE CAMBRIDGE FUND LIMITED PARTNERSHIP By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, as general partner EQUITY RESOURCE GENERAL FUND LIMITED PARTNERSHIP By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, as general partner EQUITY RESOURCE BOSTON FUND LIMITED PARTNERSHIP By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson, as general partner EQUITY RESOURCE FUND XV LIMITED PARTNERSHIP By: EQUITY RESOURCES GROUP, INCORPORATED, as general partner By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson Executive Vice President EQUITY RESOURCE FUND XVII LIMITED PARTNERSHIP By: EQUITY RESOURCES GROUP, INCORPORATED, as general partner By: /s/ Eggert Dagbjartsson ----------------------------- Eggert Dagbjartsson Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----