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)
BOSTON FINANCIAL APARTMENT ASSOCIATES LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
AT $25.00 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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$187,500 $37.50
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* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 7,500 UNITS AT A PURCHASE PRICE OF $25 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.
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AMOUNT PREVIOUSLY PAID: $37.50 FILING EQUITY RESOURCE
FORM OF REGISTRATION NO.: SCHEDULE TO PARTY: LEXINGTON FUND
LIMITED
PARTNERSHIP
NOT APPLICABLE
DATE FILED: MARCH 7, 2001
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AMENDMENT NO. 1
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") originally filed with the Securities and
Exchange Commission on March 7, 2001 by Equity Resources Lexington Fund Limited
Partnership, a Massachusetts limited partnership, Equity Resources Group, Inc.,
a Massachusetts corporation, and Eggert Dabjartsson, an individual (together,
the "Purchaser") to purchase 7,500 units (the "Units") of limited partnership
interests in Boston Financial Apartment Associates Limited Partnership, a
Delaware limited partnership (the "Partnership"), at $25.00 for each Unit, net
to the seller in cash, without interest, less any transfer fee charged by the
general partner of the Partnership and less the amount of any distributions
declared or paid from any source by the Partnership with respect to the Units
after March 5, 2001 (without regard to the record date), upon the terms and
subject to the conditions set forth in the Offer to Purchase, as amended as set
forth below (the "Offer to Purchase") and in the related Agreement of Sale,
copies of which are attached to the Schedule TO. 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 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 APRIL 26, 2001, 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
April 26, 2001, 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.""
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 7,500
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 April 26, 2001, 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:
(d)(1) Press release dated April 6, 2001.
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: April 6, 2001 Equity Resource Lexington Fund Limited
Partnership, a Massachusetts limited
partnership
By: Equity Resources Group, Inc., its Manager
By: /s/ Eggert Dagbjartsson
---------------------------------
Eggert Dagbjartsson
Executive Vice President
Equity Resources Group, Inc.
By: /s/ Eggert Dagbjartsson
---------------------------------
Eggert Dagbjartsson
Executive Vice President
By: /s/ Eggert Dagbjartsson
---------------------------------
Eggert Dagbjartsson
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1) - Offer to Purchase, dated March 5, 2001*
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(a)(2) - Transmittal letter, dated March 5, 2001*
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(a)(3) - Agreement of Sale*
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(a)(4) Summary Advertisement*
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(b) - Not applicable.
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(c) - Not applicable.
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(d)(1)- Press Release dated April 6, 2001.
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(e) - Not applicable.
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(f) - Not applicable.
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(g) Not applicable
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(h) Not applicable.
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* Previously filed