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. 2
(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
- -------------------------------------------------------------------------- ----------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$187,500 $37.50
- -------------------------------------------------------------------------- ----------------------------------
* 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.
- ----------------------------------- -------------------------------------- ------------- --------------------
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
- ----------------------------------- -------------------------------------- ------------- --------------------
AMENDMENT NO. 2
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
March 7, 2001 and amended by Amendment No. 1 filed on April 6, 2001 (the
"Schedule TO") 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 by Amendment No. 1 to
the Schedule TO and 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, 5 AND 7
The Cover Page and Items 1,4, 5, and 7 of the Schedule TO, which
incorporate by reference the information contained in the Offer to Purchase, are
hereby amended as follows:
COVER PAGE
The fifth paragraph of the cover page of the Offer to Purchase is
amended in its entirety to read as follows:
"No person has been authorized to make any recommendation or
any representation on behalf of the Purchaser or to provide
any information other than as contained in this Offer to
Purchase or in the Agreement of Sale. No recommendation,
information, or representation may be relied upon as having
been authorized."
ITEM 1--SUMMARY TERM SHEET
The third question of the Summary Term Sheet is amended in its entirety
to read as follows:
"HOW MUCH ARE YOU OFFERING TO PAY FOR MY SECURITIES AND WHAT
IS THE FORM OF PAYMENT? WILL I HAVE TO PAY FEES OR
COMMISSIONS?
Lexington Fund is offering to pay $25.00 per Unit, net to you
less the amount of any distributions declared or paid from any
source by the Partnership with respect to your Units after
March 5, 2001 and less any transfer fee charged by the general
partner of the Partnership. If you tender your Units in the
offer and you were not entitled to receive any distribution
declared or paid from any source by the Partnership with
respect to your Units after March 5, 2001, the amount paid to
you in the offer will not
be reduced by the amount of any such distribution which you
were not entitled to receive. The transfer fee charged by the
general partner is $10 per unit with a minimum fee of $75 per
transaction (not per unit). If you tender your Units in the
offer, you will not have to pay any brokerage fees,
commissions or similar expenses. See "INTRODUCTION.""
The seventh question of the Summary Term Sheet is amended in its
entirety to read as follows:
"CAN THE OFFER BE EXTENDED OR AMENDED AND UNDER WHAT
CIRCUMSTANCES?
Yes, we may elect to extend the offer:
o to extend the period of time during which the offer is
open;
o upon the failure of a Limited Partner to satisfy any of
the conditions specified in Section 15, to delay the
acceptance for payment of, or payment for, any Units;
and
o to amend the offer in any respect (including, without
limitation, by increasing or decreasing the offer
price).
If you do not tender your units during the initial offering
period, you will not have the opportunity to accept the offer.
See "THE OFFER--Section 5--Extension of Tender Period;
Termination; Amendment.""
The eighth question of the Summary Term Sheet is amended in its
entirety to read as follows:
"HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we decide to extend the offer, we will send each Limited
Partner notification of the extension, not later than 9:00
a.m., Eastern Time, on the business day after the day on which
the offer was scheduled to expire. See "THE OFFER--Section
5--Extension of Tender Period; Termination; Amendment.""
ITEM 4--TERMS OF THE TRANSACTION
INTRODUCTION
The first paragraph of the Introduction is amended in its entirety to
read as follows:
"Equity Resource Lexington Fund, a Massachusetts limited
partnership ("Lexington Fund" or the "Purchaser"), is offering
to purchase 7,500 units ("Units") of limited partnership
interests in Boston Financial Apartment Associates Limited
Partnership, a Delaware limited partnership (the
"Partnership"). Lexington Fund is offering to pay $25 for each
Unit, net to the seller in cash, without interest, and 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, the "Offer
Price"), 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"). If you tender your Units in the Offer and you were
not entitled to receive any distribution declared or paid from
any source by the Partnership with respect to your Units after
March 5, 2001, the amount paid to you in the Offer will NOT be
reduced by the amount of any distribution you were not
entitled to receive. The transfer fee charged by the General
Partner is $10 per unit with a minimum fee of $75 per
transaction (not per unit)."
The seventh paragraph of the Introduction is amended in its entirety to
read as follows:
"The Offer is not conditioned upon the valid tender of any
minimum number of the Units. If more than 7,500 Units are
tendered and not withdrawn, the Purchaser will accept up to
7,500 of the tendered Units on a pro rata basis, subject to
the terms and conditions described in this Offer to Purchase.
Regardless of the number of Units tendered in the Offer, any
Limited Partner tendering 5 or fewer units will be exempt from
proration, as long as that Limited Partner tenders all of that
Limited Partner's units. See "THE OFFER-Section 15--Certain
Conditions of the Offer. The Purchaser expressly reserves the
right, in its sole discretion and for any reason, to waive any
or all of the conditions of the Offer, although the Purchaser
does not presently intend to do so."
THE OFFER
The second paragraph of Section 1--"Terms of the Offer" is amended in
its entirety to read as follows:
"The Offer is conditioned on satisfaction of certain
conditions. See "Offer--Section 15--Certain Conditions of the
Offer," which sets forth in full the conditions of the Offer.
The Purchaser will not be required to accept for payment or to
pay for any Units tendered, and may amend or terminate the
Offer if:
o the Purchaser shall not have confirmed to its
reasonable satisfaction that, upon purchase of the
Units, the Purchaser will be entitled to receive all
distributions, from any source, from the Partnership
after March 5, 2001, and that the Partnership will
change the address applicable to the holder of the
Units tendered in the Offer to Purchaser's address;
o the Agreement of Sale is not properly completed and
duly executed.
Purchaser reserves the right (but shall not be obligated) to
waive any or all of these conditions. If any or all of those
conditions have not been satisfied or waived by the Expiration
Date, Purchaser reserves the right (but shall not be
obligated) to (i) decline to purchase any of the Units
tendered, (ii) terminate the Offer and return all tendered
Units to tendering Limited Partners, (iii) waive all the
unsatisfied conditions and, subject to complying with
applicable rules and regulations of the SEC, purchase all
Units validly tendered, (iv) extend the Offer and, subject to
the right of Limited Partners to withdraw Units until the
Expiration Date, retain the Units that have been tendered
during the period or periods for which the Offer is extended
or (v) to otherwise amend the Offer."
The fourth and fifth paragraphs of Section 5--"Extension of Tender
Period; Termination; Amendment" are amended in its entirety as follows:
"Because Purchaser is offering to purchase less than 100% of
the Units, there will be no "subsequent offering period" as
defined in Rule 14d-11 of the Exchange Act."
The first two paragraphs of Section 6--"Certain Tax Consequences" are
amended in its entirety as follows:
"The following is a summary of certain federal income tax
consequences of a sale of Units pursuant to the Offer assuming
that the Partnership is a partnership for federal income tax
purposes and that it is not a "publicly traded partnership" as
defined in Section 7704 of the Internal Revenue Code of 1986,
as amended (the "Code"). This summary is based on the Code,
applicable Treasury Regulations thereunder, administrative
rulings, practice and procedures and judicial authorities as
of the date of the Offer. All of the foregoing are subject to
change, and any change could affect the continuing accuracy of
this summary. This summary does not address all aspects of
federal income taxation that may be relevant to a particular
Limited Partners in light of that Limited Partner's specific
circumstances, or that may be relevant to Limited Partners
subject to special treatment under the federal income tax laws
(for example, foreign persons, dealers in securities, banks,
insurance companies and tax-exempt entities), nor does it
address any aspect of state, local, foreign or other tax laws.
Sales of Units pursuant to the Offer will be taxable
transactions for federal income tax purposes, and may also be
taxable transactions under applicable state, local, foreign
and other tax laws. EACH LIMITED PARTNER SHOULD CONSULT HIS OR
HER TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THAT
LIMITED PARTNER OF SELLING UNITS PURSUANT TO THE OFFER,
INCLUDING, WITHOUT LIMITATION, FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES.
CONSEQUENCES TO TENDERING LIMITED PARTNERS. A Limited Partner
will recognize gain or loss on a sale of Units pursuant to the
Offer equal to the difference between (i) the Limited
Partner's "amount realized" on the sale and (ii) that Limited
Partner's adjusted tax basis in the Units sold. The "amount
realized" with respect to a Unit sold pursuant to the Offer
will be a sum equal to the amount of cash received by the
Limited Partner for the Unit plus the amount of Partnership
liabilities allocable to the Unit (as determined under Code
Section 752). The amount of a Limited Partner's adjusted tax
basis in Units sold pursuant to the Offer will vary depending
upon that Limited Partner's particular circumstances and will
be affected by allocations of Partnership taxable income or
loss to a Limited Partner with respect to those Units, and
distributions to a Limited Partner. In this regard, tendering
Limited Partners will be allocated a pro rata share of the
Partnership's taxable income or loss with respect to Units
sold pursuant to the Offer through the last day of the month
preceding the effective date of the sale.
Subject to Code Section 751 (discussed below), the gain or
loss recognized by a Limited Partner on a sale of a Unit
pursuant to the Offer generally will be treated as a capital
gain or loss if the Unit was held by the Limited Partner as a
capital asset. Changes to the federal income tax laws in
recent years modified applicable capital gain rates and
holding periods. Gain with respect to Units held for more than
one year will be taxed at long-term capital gain rates not
exceeding 20 percent. Gain with respect to Units held one year
or less will be taxed at ordinary income rates, up to a
maximum rate of 39.6 percent. To the extent of depreciation
recapture of previously deducted straight-line depreciation
with respect to real property, a maximum rate of 25 percent is
imposed (assuming eligibility for long-term capital gain
treatment). A portion of the gain realized by a Limited
Partner with respect to the disposition of the Units may be
subject to this maximum 25 percent rate to the extent that the
gain is attributable to depreciation recapture inherent in the
properties of the Partnership.
Capital losses are deductible only to the extent of capital
gains, except that non-corporate taxpayers may deduct up to
$3,000 of capital losses in excess of the amount of their
capital gains against ordinary income. Excess capital losses
generally can be carried forward to succeeding years (a
corporation's carry forward period is five years and
non-corporate taxpayer can carry forward such capital losses
indefinitely). In addition, corporations (but not
non-corporate taxpayers) are allowed to carry back excess
capital losses to the three preceding taxable years.
A portion of Limited Partner's gain or loss on a sale of a
Unit pursuant to the Offer may be treated as ordinary income
or loss. That portion will be determined by allocating a
Limited Partner's amount realized for a Unit between amounts
received in exchange for all or a part of the Limited
Partner's interest in the Partnership attributable to "Section
751
items" and non-Section 751 items. Section 751 items include
"inventory items" and "unrealized receivables" (including
depreciation recapture) as defined in Code Section 751. The
difference between the portion of the Limited Partners amount
realized that is allocable to Section 751 items and the
portion of the Limited Partner's adjusted tax basis in the
Units sold that is so allocable will be treated as ordinary
income or loss. The difference between the Limited Partner's
remaining amount realized and adjusted tax basis will be
treated as capital gain or loss assuming the Units were held
by the Limited Partner as a capital asset.
Under Code Section 469, a non-corporate taxpayer or personal
service corporation can deduct passive activity losses in any
taxable year only to the extent of that person's passive
activity income for such year. Closely held corporations may
offset passive activity losses against passive activity income
and active income, but may not offset such losses against
portfolio income. If a Limited Partner is subject to these
restrictions and has unused passive losses from prior years,
those losses will generally become available upon a sale of
Units, provided the Limited Partner sells all of his or her
Units. If a Limited Partner does not sell all of his or her
Units, the deductibility of those losses would continue to be
subject to the passive activity loss limitation until the
Limited Partner sells his or her remaining Units.
Gain realized by a foreign Limited Partner on a sale of a Unit
pursuant to the Offer will be subject to federal income tax.
Under Code Section 1445 of the Code, the transferee of a
partnership interest held by a foreign person is generally
required to deduct and withhold a tax equal to 10% of the
amount realized on the disposition. Purchaser will withhold
10% of the amount realized by a tendering Limited Partner from
the Purchase Price payable to that Limited Partner unless the
Limited Partner properly completes and signs the Agreement of
Sale certifying the accuracy of the Limited Partner's TIN and
address, and that the Limited Partner is not a foreign person.
Amounts withheld are creditable against a foreign Limited
Partner's federal income tax liability. If amounts withheld
are in excess of such liability, a refund can be obtained.
A Limited Partner who tenders Units must file an information
statement with his or her federal income tax return for the
year of the sale which provides the information specified in
Treasury Regulation Section 1.751-1(a)(3). The selling Limited
Partner must also notify the Partnership of the date of the
transfer and the names, addresses and tax identification
numbers of the transferors and transferees within 30 days of
the date of the transfer (or, if earlier, January 15 of the
following calendar year).
CONSEQUENCES TO A NON-TENDERING LIMITED PARTNER. Purchaser
anticipates that a Limited Partner who does not tender his or
her Units
will not realize any material federal income tax consequences
as a result of the decision not to tender."
The second paragraph of Section 7--"Purpose and Effects of the Offer"
is amended in its entirety to read as follows:
"The Purchaser established the Offer Price based on its own
review of the Partnership, taking into account primarily the
prices paid by the Purchaser in its most recent purchases of
Units. The Purchaser reviewed the Partnership's original
prospectus, the Agreement of Limited Partnership, the
Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1999 ("1999 10-K") and the Partnership's
Quarterly Report on Form 10-Q for the period ended September
30, 2000 ("September 30, 2000 10-Q"). The Purchaser also
considered the fact that on December 8, 2000, it purchased
Units for $20.00. Based on the foregoing, the Purchaser
determined to offer to purchase Units at a price which
reflected a premium over the price the Purchaser had most
recently paid for Units."
The fifth paragraph of Section 10--"Certain Information Concerning the
Partnership" is amended in its entirety as follows:
"SELECTED FINANCIAL AND PROPERTY-RELATED DATA. Set forth below
is a summary of certain financial and statistical information
with respect to the Partnership, all of which has been
excerpted or derived from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000. More
comprehensive financial and other information is included in
those reports and other documents filed by the Partnership
with the SEC, and the following summary is qualified in its
entirety by reference to those reports and other documents and
all the financial information and related notes contained in
those reports.
BOSTON FINANCIAL APARTMENT ASSOCIATES LIMITED PARTNERSHIP
SELECTED FINANCIAL DATA
FROM FORM 10-KSB FOR YEAR ENDING DECEMBER 31, 2000
BALANCE SHEET
ASSETS
Cash and cash equivalents............................. $ 322,496
Interest receivable................................... $ 14,450
Marketable securities, at fair value.................. $1,285,916
Due from Local Limited Partnerships................... $ 128,040
Investment in Local Limited Partnerships.............. $ --
----------
Total Assets.......................................... $1,750,902
==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable to affiliate......................... $ 11,104
Accounts payable and accrued expenses................. $ 43,465
----------
Total Liabilities............................ $ 54,569
Partners' Equity............................. $1,696,333
----------
Total Liabilities and Partners' Equity $1,750,902
==========
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2000 and 1999
2000 1999
---------- ----------
REVENUE:
Distribution income $128,391 $ 126,726
Investment $102,528 $ 63,439
Other $1,525 $ 1,955
---------- ----------
Total Revenue $232,444 $ 192,120
---------- ----------
EXPENSES:
General and administrative expenses (includes
reimbursements to affiliates in the amounts of
$79,259 and $62,410, respectively) $122,661 $ 109,653
Management Fees, related party $ 12,839 $ 18,924
---------- ----------
Total Expenses $135,500 $ 128,577
---------- ----------
Income before equity in income of Local
Limited Partnerships and loss on disposition $ 96,944 $ 63,543
Equity in income of Local Limited
Partnerships $ -- $3,509,392
---------- ----------
Gain on liquidation of interests in Local
Limited Partnerships $ 147,048 --
Net Income $243,992 $3,572,935
========== ==========
Net Income allocated:
To General Partners $6,318 $ 38,271
To Limited Partners $237,674 $3,534,664
---------- ----------
$ 243,992 $3,572,935
========== ==========
Basic income before equity in income of Local
Limited Partnership and loss on disposition of
Interest allocated to the Limited Partners per
Limited Partnership Unit (21,915 Units) $4.20 $ 2.75
========== ==========
Equity income and loss on disposition of interest
allocated to the Limited Partners per Limited
Partnership Unit (21,915 Units) $6.64 $ 158.84
========== ==========
Basic Net Income per Limited Partnership
Unit (21,915 Units) $10.84 $ 161.29
========== ==========
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000 and 1999
2000 1999
----------- -----------
Cash flows from operating activities:
Net income $243,992 $3,572,935
Adjustments to reconcile net income
to net cash used for operating activities:
Equity in income of Local Limited Partnerships -- ($3,509,392)
Gain on liquidation of interest in
Local Limited Partnership ($137,048) --
Distribution income included in cash distributions
received from Local Limited Partnerships ($128,391) ($126,726)
Gains on sales of marketable securities ($1,776) ($846)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Interest receivable ($1,786) ($1,306)
Other assets -- $1,475
Accounts payable to affiliates $3,948 $1,943
Accounts payable and accrued expenses $6,285 $4,255
----------- -----------
Net cash used for operating activities ($14,776) ($57,662)
----------- -----------
Cash flows from investing activities:
Purchases of marketable securities ($1,357,493) ($1,096,704)
Proceeds from sales and maturities of
marketable securities $1,151,330 $964,986
Cash distributions received from Local
Limited Partnerships $384,282 $3,389,235
----------- -----------
Net cash provided by investing activities $178,119 $3,257,517
----------- -----------
Cash flows from financing activities:
Cash distribution ($3,200,000) --
----------- -----------
Net Cash used for financing activities ($3,200,000) --
----------- -----------
Net increase (decrease) in cash and cash equivalents ($3,036,657) $3,199,855
Cash and cash equivalents, beginning $3,359,153 $159,298
----------- -----------
Cash and cash equivalents, ending $322,496 $3,359,153
=========== ===========
Supplemental Disclosure:
Non-cash Investing Activities:
Proceeds from liquidation of Local Limited
Partnership included in due from Local
Limited Partnership $128,040 --
=========== ===========
The first two paragraphs of Section 15--"Certain Conditions to the
Offer" are amended in their entirety as follows:
"Purchaser will not be required to accept for payment or to
pay
for any Units tendered, and may amend or terminate the Offer
if:
o the Purchaser shall not have confirmed to its
reasonable satisfaction that, upon purchase of the
Units, the Purchaser will be entitled to receive all
distributions, from any source, from the Partnership
after March 5, 2001, and that the Partnership will
change the address associated with the holder of the
Units to Purchaser's address;
o the Agreement of Sale is not properly completed and
duly executed.
The foregoing conditions are for the sole benefit of the
Purchaser and its affiliates and may be asserted by the
Purchaser regardless of the circumstances (including, without
limitation, any action or inaction by the Purchaser or any of
its affiliates) giving rise to that condition, or may be
waived by the Purchaser, in whole or in part, from time to
time in its sole discretion on or prior to the expiration of
the offer. The failure by the Purchaser at any time on or
prior to the expiration of the offer to exercise these rights
will not be deemed a waiver of those rights, which rights will
be deemed to be ongoing and may be asserted at any time and
from time to time on or prior to the expiration of the offer.
Any determination by the Purchaser concerning the events
described in this Section 15 will be final and binding upon
all parties."
ITEM 5--PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTs
Section 9--"Past Contact and Negotiations with General Partner" is
amended by adding the following new paragraph immediately after the first
paragraph of such section:
"None of the Partnership, the General Partner or any of their
affiliates has disclosed to the Purchaser or in any filings
made by the Partnership with the SEC, any plans or intentions
to liquidate the Partnership."
ITEM 7--SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIOn
Section 13--"Source and Amount of Funds" is amended in its entirety as
follows:
"The Purchaser expects that approximately $187,500 (exclusive
of fees and expenses) will be required to purchase 7,500
Units, if tendered. The Purchaser will either use cash on hand
or will obtain those funds from capital contributions from its
members, each of whom have an aggregate net worth
substantially in excess of the amount required to be
contributed to the Purchaser to purchase the 7,500 Units. As
of April 6, 2001, the Purchaser had over $400,000 in cash on
hand and total assets in excess of $2,000,000. No third-party
financing is required in connection with the Offer. The
Purchaser represents to all tendering Limited Partners that
the Purchaser has the financial wherewithal to accept for
payment and thereby purchase all 7,500 Units which the
Purchaser has offered to purchase in this Offer to Purchase."
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 11, 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
--------------------------------
Eggert Dagbjartsson
Executive Vice President
By: /s/ Eggert Dagbjartsson
--------------------------------
Eggert Dagbjartsson
EXHIBIT INDEX
- ------------------ ------------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- ------------------ ------------------------------------------------------------
(a)(1) - Offer to Purchase, dated March 5, 2001*
- ------------------ ------------------------------------------------------------
(a)(2) - Transmittal letter, dated March 5, 2001*
- ------------------ ------------------------------------------------------------
(a)(3) - Agreement of Sale*
- ------------------ ------------------------------------------------------------
(a)(4) Summary Advertisement*
- ------------------ ------------------------------------------------------------
(a)(5)-- Supplement #1 to Offer to Purchase, dated , 2001
- ------------------ ------------------------------------------------------------
(b) - Not applicable.
- ------------------ ------------------------------------------------------------
(c) - Not applicable.
- ------------------ ------------------------------------------------------------
(d)(1)- Press Release, dated April 6, 2001*
- ------------------ ------------------------------------------------------------
(e) - Not applicable.
- ------------------ ------------------------------------------------------------
(f) - Not applicable.
- ------------------ ------------------------------------------------------------
(g) Not applicable
- ------------------ ------------------------------------------------------------
(h) Not applicable.
- ------------------ ------------------------------------------------------------
* Previously filed