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
(NAME OF SUBJECT COMPANY)
URBAN IMPROVEMENT FUND LIMITED 1974
A CALIFORNIA LIMITED PARTNERSHIP
AT $150.00 NET PER UNIT
BY
EQUITY RESOURCE LEXINGTON FUND LIMITED PARTNERSHIP,
A MASSACHUSETTS LIMITED PARTNERSHIP
EQUITY RESOURCES GROUP, INC.
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
$342,000 $68.40
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* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 2,280 UNITS AT A PURCHASE PRICE OF $150.00 PER
UNIT IN THE PARTNERSHIP.
[ ] 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: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates
to an offer 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 2,280 units (the "Units") of limited partnership interests in Urban
Improvwmwnt Fund Limited 1974, a California limited partnership (the
"Partnership"), at $150.00 for each Unit, net 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 May 25, 2001 (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.
ITEM 12. EXHIBITS
(a)(1) Offer to Purchase, dated May 25, 2001
(a)(2) Transmittal letter, dated May 25, 2001
(a)(3) Agreement of Sale
(a)(4) Summary Advertisement
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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: May 25, 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
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
(a)(1) Offer to Purchase, dated May 25, 2001. 4-28
(a)(2) Transmittal letter, dated May 25, 2001. 29
(a)(3) Agreement of Sale. 30-33
(a)(4) Summary Advertisement. 34
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.