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. 3
(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. 3
This Amendment No. 3 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.
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
AUGUST 6, 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
August 6, 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 10,000
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 August 6, 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 July 23, 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: July 23, 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 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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(b) - Not applicable.
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(c) - Not applicable.
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(d)(1) - Press Release dated July 23, 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