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 II LTD 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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,000,000 $200.00
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* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 10,000 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.
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AMOUNT PREVIOUSLY PAID: $200.00 FILING EQUITY RESOURCE
FORM OF REGISTRATION NO.: SCHEDULE TO PARTY: LEXINGTON FUND
LIMITED
PARTNERSHIP
NOT APPLICABLE
DATE FILED: JUNE 22, 2001
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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
June 22, 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 10,000 units (the "Units") of limited partnership
interests in Capital Realty Investors II Ltd 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 June 22, 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 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.
ITEM 4
ITEM 6--PURPOSES AND EFFECTS OF THE TRANSACTION
Section 7--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."
Section 7--The last paragraph of Section 7--"Purpose and Effects of the
Offer" is amended in its entirety as follows:
"PRICE RANGE OF UNITS; 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 purchased 2,082 units in the
Partnership in 1999 for a purchase price of $25 per unit. During
the past twelve months, the Purchaser and its affiliates have
purchased 20 Units for $50 per unit--all of these purchases have
occurred during the past 60 days. On June 7, 2001, prior to the
public announcement of the Offer, the Purchaser entered into a
binding and unconditional agreement to purchase from S. Leon
Burleson, a Limited Partner, an aggregate of 10 Units at a
purchase price of $50.00 per unit. On June 20, 2001, prior to the
public announcement of the Offer, the Purchaser entered into a
binding and unconditional agreement to purchase from Preston
Leonard and Barbara S. Veltman JTWROS, Limited Partners, 10 Units
at a purchase price of $50.00 per unit. These transactions were
privately negotiated purchases and sales. All of these
transactions are currently pending. Finally, notwithstanding the
$50.00 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."
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."
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: July 6, 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
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EXHIBIT NO. DESCRIPTION
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(a)(1) - Offer to Purchase, dated June 22, 2001*
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(a)(2) - Transmittal letter, dated June 22, 2001*
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(a)(3) - Agreement of Sale*
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(a)(4) - Summary Advertisement*
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(a)(5) - Not applicable.
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(b) - Not applicable.
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(c) - Not applicable.
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(d) - Not applicable
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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