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 III LIMITED 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
$1,200,000 $240.00
- -------------------------------------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES THE PURCHASE OF
12,000 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.
- -------------------------------------------------------------------------------------------------------------
AMOUNT PREVIOUSLY PAID: $240.00 FILING EQUITY RESOURCE
FORM OF REGISTRATION NO.: SCHEDULE TO PARTY: LEXINGTON FUND
LIMITED
PARTNERSHIP
NOT APPLICABLE
DATE FILED: MAY 10, 2001
- ------------------------------------------------------------------------------------------------------------
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
May 10, 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 12,000 units (the "Units") of limited partnership
interests in Capital Realty Investors III Limited Partnership, a Maryland
limited partnership (the "Partnership"), at $100.00 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
11, 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 $100.00 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.
ITEMS 1, 2, 4, 6, 7 AND 8
Items 1, 2, 4, 6, 7 and 8 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
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
June 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.'"
The thirteenth question of the Summary Term Sheet is deleted in its
entirety.
The fifteenth question of the Summary Term Sheet is amended in its
entirety to read as follows:
"WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
PARTNERSHIP SPECTRUM, a national reporting service covering
limited partnerships, reported a sale of 5 units in the
Partnership for $65 per unit on the INFORMAL MARKET "MATCHING
SERVICE" between January 1, 2001 and February 28, 2001. In
addition, the Purchaser received a letter on March 15, 2001
from Bond Purchase, L.L.C., an entity unaffiliated with the
Purchaser or the Partnership, seeking to purchase outstanding
Units in the Partnership at a price of $53 per Unit.
The Purchaser and its affiliates have purchased 953 Units in
the Partnership during the past twelve months at a price of
$40.00 per Unit.
In addition, the Purchaser has entered into binding and
unconditional agreements prior to the commencement of the
offer to purchase an aggregate of 45 units in the Partnership
at a purchase price of $60.00 per unit." See "THE OFFER--Price
Range of Units and Distributions."
ITEM 2--SUBJECT COMPANY INFORMATION
The third paragraph under the heading, "Certain Information about the
Partnership" in the Introduction is amended in its entirety to read as follows:
"According to publicly available information, there were 60,000
Units issued and outstanding held by 3,640 limited partners as
of March 20, 2001."
The fifth paragraph of Section 10--"Certain Information Concerning the
Partnership" is amended in its entirety as follows:
"ORIGINALLY ANTICIPATED TERM OF PARTNERSHIP; ALTERNATIVES. The
Partnership was formed to invest in real estate by acquiring
and holding a limited partnership interest in limited
partnerships that own and operate federal or state
government-assisted or conventionally financed apartment
properties located throughout the United States. The
Partnership will continue until December 31, 2037 unless
sooner dissolved in accordance with the Partnership Agreement.
The Purchaser has no information regarding the anticipated
holding period of the Partnership's assets."
ITEM 4--TERMS OF THE OFFER
THE OFFER
The first paragraph of Section 3--"Procedure for Tendering Units" is
amended in its entirety to read as follows:
"VALID TENDER. For Units to be validly tendered pursuant to
the Offer, a properly completed and duly executed Agreement of
Sale must be received by Lexington Fund at its address set
forth on the back cover of this Offer to Purchase, on or prior
to the Expiration Date and not withdrawn prior to the
Expiration Date. A Limited Partner may tender any or all Units
owned by that Limited Partner. In the event that the Offer
Price is reduced by any distributions made by the Partnership
with respect to the Units prior to the Expiration Date, the
Purchaser will extend the Offer for at least ten (10) business
days."
ITEM 6--PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The first paragraph of Section 7--"Purpose and Effects of the Offer" is
amended in its entirety as follows:
"The Purchaser is making the Offer for investment purposes
with a view towards making a profit. The Purchaser's intent is
to acquire the Units at a discount to the value that the
Purchaser might ultimately realize from owning the Units. No
independent party has been retained by the
Purchaser to evaluate or render any opinion with respect to
the fairness of the Offer Price and no representation is made
as to the fairness of the Offer Price. The Purchaser may in
the future seek to acquire additional Units through private
purchases, one or more future tender offers, or by any other
means deemed advisable. However, the Purchaser has no plans
that relate to or would result in:
o any extraordinary transaction, such as a
merger, consolidation or liquidation,
involving the Partnership;
o any purchase, sale or transfer of a material
amount of assets of the Partnership;
o any material change in the distribution
policy of the Partnership or in its
capitalization or indebtedness;
o any change in the present Board of Directors
or management of the Partnership or the
General Partner;
o any material change in the Partnership's
structure or business;
o any class of securities of the Partnership
to be listed or delisted; or
o any class of securities of the Partnership
to become eligible for termination of
registration under the Exchange Act.
ITEM 7--SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Section 13--"Source and Amount of Funds" is amended in its entirety to
read as follows:
"The Purchaser expects that approximately $1,200,000
(exclusive of fees and expenses) will be required to purchase
12,000 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 12,000 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. The members of
the Partnership have informed the Partnership that they will
contribute any amount required to purchase the 12,000 Units.
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 12,000 Units which
the Purchaser has offered to purchase in this Offer to
Purchase. The Purchaser has not developed any alternative
financing plan with respect to the Offer."
ITEM 8--INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The last paragraph of Section 7--"Purpose and Effects of the Offer" is
amended in its entirety as follows:
"SECTION 7A--Price Range of Units and Distributions
LACK OF PUBLIC MARKET. At present, privately negotiated sales
and sales through intermediaries (e.g., through the trading
system operated by the American Partnership Board, which
publishes sell offers by holders of Units) are the only means
available to a Limited Partner to liquidate an investment in
Units (other than by accepting the Offer) because the Units
are not listed or traded on any national securities exchange
or quoted on NASDAQ.
The Purchaser and its affiliates have purchased 953 Units in
the Partnership during the past twelve months at a price of
$40.00 per Unit. In addition, on April 20, 2001, prior to the
commencement of the Offer, the Purchaser entered into a
binding and unconditional agreement to purchase from Loren D.
and Barbara C. Smith, Limited Partners, an aggregate of 10
Units at a purchase price of $60.00 per Unit. On April 23,
2001, prior to the commencement of the Offer, the Purchaser
entered into a binding and unconditional agreement to purchase
from Merrill E. and Effie W. Parker, Limited Partners, an
aggregate of 10 Units at a purchase price of $60.00 per unit.
On May 3, 2001, prior to the commencement of the Offer, the
Purchaser entered into a binding and unconditional agreement
to purchase from Ann McQuade, a Limited Partner, 25 Units at a
purchase price of $60.00 per unit. These transactions were
privately negotiated purchases and sales. All of these
transactions are currently pending. Finally, notwithstanding
the proposed $60.00 purchase price agreed to by these Limited
Partners and the Purchaser, the Purchaser has agreed to pay
these Limited Partners the same price as the Offer Price, or
$100.00 per unit.
CASH DISTRIBUTIONS HISTORY. The Partnership made cash
distributions to Limited Partners of $50 per Unit in 2000.
That distribution was comprised partially of cash flow from
operations, but primarily from the sale of properties owned by
local limited partnerships. Prior to the 2000 distribution,
the last distribution made by the Partnership was on November
16, 1999 ($10 per Unit)."
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: May 30, 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 May 11, 2001*
- -------------------------------------------------------------------------------
(a)(2) - Transmittal letter, dated May 11, 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