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)
1999 BROADWAY ASSOCIATES LTD PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
AT $20,000.00 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
$2,000,000 $400.00
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 100 Units at a purchase price of $20,000 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: $400.00 Filing Party: Equity Resource
Form of Registration No.: Schedule TO Lexington Fund
Ltd Partnership
Not Applicable
Date Filed: November 21, 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 21, 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 100 units (the "Units") of limited partnership
interests in 1999 Broadway Associates Ltd Partnership, a Delaware limited
partnership (the "Partnership"), at $20,000 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 21,
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.
ITEM 3, ITEM 4 AND ITEM 5
Item 3, Item 4 and Item 5 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
ITEM 3-IDENTITY AND BACKGROUND OF FILING PERSON
Schedule 1 of Schedule TO is amended to include the following:
"Mr. Dagbjartsson is a Co-General Partner of the following Equity Resources
Funds. Each of the funds share the same business address as Equity Resources
Group, Inc. and the Equity Resource Lexington Fund.
Equity Resource Fund XVII
Equity Resource Fund XIX
Equity Resource General Fund
Equity Resource Cambridge Fund
Equity Resource Brattle Fund
Equity Resource Bay Fund
Equity Resource Pilgrim Fund
Equity Resource Bridge Fund
Equity Resource Boston Fund
ITEM 4-TERMS OF THE TRANSACTION
THE OFFER
Section 1--"Terms of the Offer" is amended to include the following:
"Because the Purchaser is purchasing less than 100% of the Units, there will be
no 'subsequent offering period' as defined in Rule 14d-11 of the Exchange Act."
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The second paragraph of Section 7--"Purpose and Effects of the Offer" is
amended in its entirety as follows:
"The Purchaser calculated a Net Asset Value ("NAV") of $21,296 per Unit for the
Partnership. This NAV is based on figures from the Partnership's 10K for the
year-ended December 31, 2000 ("2000 10K"). Using figures from the 2000 10K's
consolidated statements of operations, the Purchaser calculated the
Partnership's net operating income ("NOI") at $5,803,000. Applying a cap rate
of 10% to the NOI, the Purchaser fixed the property value of the Partnership at
$58,030,000. Other Partnership assets from the 2000 10K's consolidated balance
sheets totaled $6,721,000. When added to the property value, the total
Partnership assets were $64,751,000. The Partnership's liabilities from the
2000 10K's consolidated balance sheets totaled $53,214,000. The Purchaser
subtracted these liabilities from the total Partnership assets and arrived at a
value of $11,537,000. The Purchaser then subtracted a 3% sales fee ($1,740,900)
from the property value to arrive at an NAV of $9,796,100. Based on a total of
460 Units, this figure translated to a per Unit NAV of $21,296. The NAV is
based on the Purchaser's own calculations and does not purport to represent the
value of the partnership's property if it were sold. In its calculation of
NAV, the Purchaser has made a number of assumptions that if changed, could
significantly alter the NAV of each Unit. For example, a lower cap rate would
result in a materially higher NAV. Likewise, a higher cap rate would result in
a materially lower NAV.
Furthermore, in calculating its NAV, the Purchaser has used financial
information for the year ending December 31, 2000 because that is the last year
for which full year financial information is available. Based upon year-to-date
information for the Partnership, it would appear that the Partnerships
operations have improved. This suggests that the NAV for the Units may have
increased. However, since the Purchaser did not have full year information for
2001, it did not calculate a NAV based upon this time period.
The Purchaser also considered the fact that over 12% of the Partnership's leases
come up for renewal in 2002. Given the fact that office markets around the
nation are experiencing softness, the Purchaser considers it likely that the
Partnership may experience increased vacancy in the future.
All of these factors were a considered by the Purchaser in deriving its offer
price of $20,000 per Unit. The Purchasers offer price is less than its estimate
of NAV. The Purchaser believes this is appropriate given that Units in the
Partnership represent long-term, illiquid investments and that it is only
seeking a minority position."
ITEM 5- PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Section 9--"Past Contact and Negotiations with General Partner" is amended
to include the following:
"In connection with an unregistered offer to purchase units in Nantucket Island
Associates Limited Partnership, the general partner exercised its option to
purchase half of the units tendered as a result of the Purchaser's offer. The
Purchaser had offered to purchase units for $5,000 per unit and nineteen units
were tendered. The general partner reimbursed the Purchaser $47,500 for the 9.5
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units acquired as a result of exercising its option and an additional $2,192.50,
which represented one-half of the administrative costs incurred by the Purchaser
as a result of conducting the offer. The effective date for the transfer of
those units from the Purchaser to the general partner was November 2, 2000. The
general partner has not exercised this option under any other offers conducted
by the Purchaser."
4
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 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
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1) - Offer to Purchase, dated November 21, 2001*
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(a)(2) - Transmittal letter, dated November 21, 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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