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 IV LTD PARTNERSHIP
A MARYLAND LIMITED PARTNERSHIP
AT $40.00 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
$588,000 $117.60
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 14,700 Units at a purchase price of $40.00 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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Filing Party: Equity Resource
Amount Previously Paid: $117.60 Lexington Fund
Limited Partnership
Form of Registration No.: Schedule TO Date Filed: November 29, 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 29, 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 14,700 units (the "Units") of limited partnership
interests in Capital Realty Investors IV Ltd Partnership, a Maryland limited
partnership (the "Partnership"), at $40.00 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 29, 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, ITEM 3 AND ITEM 4
Item 1, Item 3 and Item 4 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
ITEM 1-SUMMARY TERM SHEET
Question 9 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. See 'THE OFFER-Section 4-Withdrawal Rights.'"
Question 10 of the Summary Term Sheet is amended in its entirety to read as
follows:
"Until what time can I withdraw previously tendered Units? You can withdraw
Units at any time until the offer has expired, and you can withdraw them at any
time after the expiration date until we accept Units for payment. See 'THE
OFFER-Section 4-Withdrawal Rights.'"
Question 14 of the Summary Term Sheet is amended in its entirety to read as
follows:
"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 October 31, 2001. On
March 15, 2001, an unaffiliated third party initiated an unregistered tender
offer to purchase approximately 3,650 of the outstanding Units in the
Partnership at a price of $33 per Unit. On December 5, 2000, the Purchaser
initiated an unregistered tender offer to purchase up to 1,470 Units in the
Partnership at a price of $40 per Unit That offer expired on January 5, 2001.
The Purchaser and its affiliates have purchased 5 Units in the Partnership at a
price of $40 per Unit in the past sixty (60) days. All 5 units were purchased
from Richard D. Kazwell and Marilyn S. Kazwell. The sellers executed the
agreement of sale on September 26, 2001 and payment for the units was issued on
November 7, 2001. See "INTRODUCTION-Market Value of the Units" for more
information..'"
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
INTRODUCTION
Paragraph 4 of "Introduction" is amended in its entirety to read as
follows:
"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 October 31, 2001. On
March 15, 2001, an unaffiliated third party initiated an unregistered tender
offer to purchase approximately 3,650 of the outstanding Units in the
Partnership at a price of $33 per Unit. On December 5, 2000, the Purchaser
initiated an unregistered tender offer to purchase up to 1,470 Units in the
Partnership at a price of $40 per Unit That offer expired on January 5, 2001.
The Purchaser and its affiliates have purchased 5 Units in the Partnership at a
price of $40 per Unit in the past sixty (60) days. All 5 units were purchased
from Richard D. Kazwell and Marilyn S. Kazwell. The sellers executed the
agreement of sale on September 26, 2001 and payment for the units was issued on
November 7, 2001. The Partnership currently holds limited partnership interests
in twenty-nine limited partnerships (the "Local Partnerships"). The majority of
the Local Partnerships own low-income housing projects that are subject to
government regulations limiting the amount of money that the Local Partnerships
can distribute to the Partnership. Government regulations also limit the
properties' rent levels and may limit the Local Partnerships' ability to
refinance or sell these properties. As a result of the Partnership's two-tiered
structure, government regulated income restrictions and the potential inability
to sell or refinance a portion of the Partnership's assets, the Purchaser's
previous and current offer price's may be viewed as speculative in nature."
THE OFFER
Paragraph 1 of Section 4--"Withdrawal Rights" is amended in its entirety to
read as follows:
"Except as otherwise provided in this Section 4, tenders of Units made pursuant
to the Offer are irrevocable. Units tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. In the event that the Offer
is extended beyond the Expiration Date, the Units tendered may be withdrawn at
any time prior to the end of the extension period. In addition, limited
partners have a right to withdraw tendered shares at any time after the
expiration of the offer until we accept Units for payment."
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 12, 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 29, 2001*
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(a)(2) - Transmittal letter, dated November 29, 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