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. 2
(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.,
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
$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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AMENDMENT NO. 2
This Amendment No. 2 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.
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 NOVEMBER 2, 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 November 2, 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:
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"Upon the terms and subject to the conditions of the Offer, the Purchaser will
accept for payment and pay for up to 4,953 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 November 2, 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 October 19, 2001.
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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 19, 2001 Equity Resource Lexington Fund Limited
Partnership, a Massachusetts limited partnership
By: Equity Resources Group, Inc., its Manager
By:__________________________________
Eggert Dagbjartsson
Executive Vice President
Equity Resources Group, Inc.
By:__________________________________
Eggert Dagbjartsson
Executive Vice President
By:__________________________________
Eggert Dagbjartsson
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EXHIBIT INDEX
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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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(b) - Not applicable.
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(c) - Not applicable.
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(d)(1)- Press Release dated October 19, 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
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FOR IMMEDIATE RELEASE
October 19, 2001
Contact: Eggert Dagbjartsson
Equity Resources Group, Inc.
14 Story Street
Cambridge, Massachusetts 02138
Telephone: (617) 876-4800
EQUITY RESOURCE LEXINGTON FUND LP ANNOUNCES
-------------------------------------------
EXTENSION OF OFFER TO PURCHASE LP UNITS OF CAPITAL REALTY
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INVESTORS LTD. PARTNERSHIP
---------------------------
Cambridge, Massachusetts, October 19, 2001-Equity Resource Lexington Fund
Limited Partnership announced that it is extending its offer to purchase 4,953
units of limited partnership interests, or LP Units, in Capital Realty Investors
Ltd. Partnership, a District of Columbia limited partnership, for $75.00 per
unit in cash, until 12:00 midnight, Eastern time, on Thursday, November 2, 2001.
The terms of the extended offer are identical to the terms of the original offer
made to holders of LP Units on September 20, 2001 and amended on October 10,
2001.
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