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)
CAPITAL REALTY INVESTORS LTD PARTNERSHIP
A DISTRICT OF COLUMBIA LIMITED PARTNERSHIP
AT $75.00 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
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Transaction Valuation* Amount of Filing Fee
$371,475 $74.30
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 4,953 Units at a purchase price of $75.00 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.
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Amount Previously Paid: $74.30 Filing Party: Equity Resource
Form of Registration No: Schedule TO Lexington Fund
Limited Partnership
Date Filed: September 20,2001
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1
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
September 20, 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 4,953 units (the "Units") of limited
partnership interests in Capital Realty Investors Ltd Partnership, a District of
Columbia limited partnership (the "Partnership"), at $75.00 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 September 20, 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 1-SUMMARY TERM SHEET
The tenth question of the Summary Term Sheet is amended in its entirety to
read as follows:
"HOW DO I WITHDRAW PREVIOUSLY TENDERED UNITS?
To withdraw your Units after you have tendered them, you must deliver a properly
executed written notice of withdrawal with the required information to us while
you still have the right to withdraw the Units. In addition, limited partners
have a right to withdraw tendered shares after sixty days from the commencement
of the tender offer if not yet accepted for payment. See "THE OFFER-Section
4-Withdrawal Rights.""
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 September 28, 2001, CRI, Inc., the general partner of the Partnership, filed
a Schedule 14D-9 advising unitholders to reject the Purchaser's tender offer."
The fourteenth 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 no sales of Units in the Partnership on the informal
market "matching service" between January 1, 2001 and June 30, 2001.
On March 13, 2001, an unaffiliated third party initiated an unregistered tender
offer to purchase Units in the Partnership at a price of $37 per Unit.
Information on this unregistered tender offer is included in the Partnership
10-QSB for the period-ended June 30, 2001.
2
On October 2, 2000, the Purchaser initiated an unregistered tender offer to
purchase 1,200 Units in the Partnership at a price of $20 per Unit The Purchaser
and its affiliates have purchased 1,098.66 Units in the Partnership for $20 per
unit during the past twelve months. The Purchaser has purchased 0 Units in the
Partnership over the past sixty days. See "INTRODUCTION-Market Value of the
Units."
3
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: October 10, 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
4
EXHIBIT INDEX
Exhibit No. Description
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(a)(1) - Offer to Purchase, dated September 20, 2001*
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(a)(2) - Transmittal letter, dated September 20, 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
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