<Page>
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
(NAME OF SUBJECT COMPANY)
NTS PROPERTIES III
A GEORGIA LIMITED PARTNERSHIP
AT $290.00 NET PER UNIT
BY
EQUITY RESOURCE LEXINGTON FUND LIMITED PARTNERSHIP,
A MASSACHUSETTS LIMITED PARTNERSHIP
EQUITY RESOURCES GROUP, INC.
EGGERT DAGBJARTSSON
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
<Table>
<Caption>
==================================================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$734,280 $146.86
- ------------------------------------------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES THE PURCHASE OF 2,532 UNITS
AT A PURCHASE PRICE OF $290.00 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: $139.26 FILING PARTY: LEXINGTON FUND LIMITED PARTNERSHIP
FORM OF REGISTRATION NO.: SCHEDULE TO DATE FILED: JULY 18, 2001
==================================================================================================================
</Table>
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 July
18, 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 2,532 units (the "Units") of limited partnership
interests in NTS Properties III a Georgia limited partnership (the
"Partnership"), at $290.00 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 July 18, 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"). 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, 7 AND 12
The Cover Page and Items 1, 4, 7 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
30, 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
30, 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 1--SUMMARY TERM SHEET
The twelfth question of the Summary Term Sheet is amended in its entirety
to read as follows:
"WHAT DOES THE PARTNERSHIP THINK OF THE OFFER?
On July 23, 2001, NTS Properties Associates, the general partner of
the Partnership, filed a Schedule 14D-9 with the Securities and
Exchange Commission (the "SEC") indicating that, "neither the
Partnership, NTS- Properties Associates, the Partnership's general
partner (the "General Partner"),
<Page>
nor any affiliates of the Partnership or the General Partner intends
to tender any Interests pursuant to the Third-Party Offer.""
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 2,532 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 30, 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 4--TERMS OF THE TRANSACTION
Item 4 is hereby amended by the following:
The purchase price for the Units has been increased to $290 per
Unit, net to the seller in cash, less the amount of any
distributions declared or paid from any source by the Partnership
with respect to the Units after July 18, 2001, unless a limited
partner was not entitled to receive that distribution.
ITEM 7--SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 7 is hereby amended by the following:
The total amount of funds necessary to purchase 2,532 Units, if
tendered pursuant to the Offer has been increased to $734,300.
ITEM 12--EXHIBITS
Item 12 is hereby amended by adding the following exhibits, each of which
is attached:
(a)(5) Letter, dated August 16, 2001, from the Purchaser to the
limited partners of the Partnership
(a)(6) Press Release dated August 16, 2001
<Page>
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: August 16, 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
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- ---------------------------------------------------------------------------------------------------------
(a)(1) - Offer to Purchase, dated July 18, 2001*
- ---------------------------------------------------------------------------------------------------------
(a)(2) - Transmittal letter, dated July 18, 2001*
- ---------------------------------------------------------------------------------------------------------
(a)(3) - Agreement of Sale*
- ---------------------------------------------------------------------------------------------------------
(a)(4) Summary Advertisement*
- ---------------------------------------------------------------------------------------------------------
(a)(5)-- Letter, dated August 16, 2001, from the Purchaser to the limited
partners of the Partnership
- ---------------------------------------------------------------------------------------------------------
(a)(6)-- Press release, dated August 16, 2001
- ---------------------------------------------------------------------------------------------------------
(b) - Not applicable.
- ---------------------------------------------------------------------------------------------------------
(c) - Not applicable.
- ---------------------------------------------------------------------------------------------------------
(d)(1)- Not applicable.
- ---------------------------------------------------------------------------------------------------------
(e) - Not applicable.
- ---------------------------------------------------------------------------------------------------------
(f) - Not applicable.
- ---------------------------------------------------------------------------------------------------------
(g) Not applicable
- ---------------------------------------------------------------------------------------------------------
(h) Not applicable.
- ---------------------------------------------------------------------------------------------------------
</Table>
* Previously filed