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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Equity Resource
Amount Previously Paid: $200.00 Filing Party: Lexington Fund
Form of Registration No.: Schedule TO Limited Partnership
Not Applicable
Date Filed: November 19, 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
November 19, 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, 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 November 19,
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 ITEM 4
The Cover Page and Item 4 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
COVER PAGE
The cover letter is amended to include the following paragragh:
"The Purchaser recently conducted an offer to purchase units in the Partnership
at the same price that it is currently offering to purchase Units. That offer
began on June 22, 2001 and concluded on August 6, 2001. The Purchaser reserves
the right to conduct future offers for Units in the Partnership. See 'THE
OFFER-Section 8-Future Plans.'"
ITEM 4-TERMS OF THE TRANSACTION
THE OFFER
Section 8-The first paragraph of Section 8--"Future Plans" is amended in
its entirety as follows:
"FUTURE PLANS OF THE PURCHASER. The Purchaser is acquiring the Units pursuant to
the Offer for investment purposes. However, the Purchaser and its affiliates
may acquire additional Units through private purchases, one or more future
tender offers, or by any other means deemed advisable. Those future purchases
may be at prices higher or lower than the Offer Price.
Limited Partners should note that the Purchaser recently conducted an offer to
purchase units in the Partnership. That offer began on June 22, 2001 and
concluded on August 6, 2001 (the "First Offer"). The primary factor in the
Purchaser's decision to commence this Offer for units in the Partnership was the
belief that some limited partners would be interested in liquidating their
investment in the partnership before the end of the year. At the time of the
First Offer, the Purchaser did not anticipate conducting a subsequent offer at
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this time. The Purchaser decided to conduct this Offer in October of 2001. The
decision to conduct this Offer was not based on the number of Units tendered as
a result of the First Offer and the number of Units tendered as a result of this
Offer will not be a deciding factor in the Purchaser's decision to commence a
third offer.
It is the Purchaser's belief that the primary factor in a limited partner's
decision to sell its Units is the opportunity for liquidity, and decisions to
commence future offers will be based primarily on the Purchaser's belief that
the timing of the offer would take place at a time that would be most favorable
to limited partners seeking liquidity. Though the Purchaser has not considered
the timing of any future offers, it believes that the most advantageous times to
conduct offers are in March and April to coincide with the filing of tax returns
and November and December to coincide with the end of the fiscal year."
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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: December 4, 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
Exhibit No. Description
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(a)(1) - Offer to Purchase, dated November 19, 2001*
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(a)(2) - Transmittal letter, dated November 19, 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)(1)- 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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