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)
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 Lexington
Fund Limited Partnership
Not Applicable
Form of Registration No.: Schedule TO Date Filed: November 21, 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
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.
COVER PAGE, ITEM 1, ITEM 3, ITEM 4 ITEM 5, AND ITEM 12
Cover Page, Item 1, Item 3, Item 4, Item 5 and Item 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 DECEMBER 31, 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 December 31, 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 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.
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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."
The first paragraph of Section 1-"Terms of the Offer" is amended in its
entirety to read as follows:
"Upon the terms and subject to the conditions of the Offer, the Purchaser will
accept for payment and pay for up to 100 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 December 31, 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."
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
3
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. The Purchaser also believes that this pricing is
appropriate given the fact that the Partnership is not currently making cash
distributions to limited partners and the Purchaser's expectation that the
Partnership will not make distributions in the near future.
The Purchaser's expectation that the Partnership will not make cash
distributions in the near future is based on historical distribution levels and
on anticipated future performance. The Partnership has not made any
distributions to limit partners in any of the previous three years.
In past years, the lack of distributions due was primarily to a priority return
owed to preferred unitholders. As a result of an October 20, 2000 refinancing,
the Partnership paid preferred unitholders and retired the preferred units.
This event may allow the Partnership to make distributions to limited partners,
but the Purchaser believes that there are other factors that will prevent the
Partnership from making distributions in the near future. As a result of the
refinancing, the Partnership's mortgage debt was increased from $37,000,000 to
$50,000,000. This $13,000,000 increase in mortgage debt, along with a softening
commercial real estate market and the fact that 12% of the property's leases
expire in 2002, leads the purchaser to the conclusion that distributions will
not be made in the near future.
The following statement in the Partnership's 10K for the year-ended December 31,
2000 also played a factor in the Purchaser's conclusions regarding
distributions:
'At this time, it appears that the original investment objective of capital
growth from the inception of the Registrant will not be attained and that the
limited partners will not receive a complete return of their invested capital.
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The extent to which invested capital is refunded to the limited partners is
dependent upon the performance of the Property and the market in which it is
located.'"
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
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."
ITEM 12-EXHIBITS
The following is added as an Exhibit to the Schedule TO:
(d)(1) Transmittal Letter dated December 17 , 2001.
(d)(2) Press Release dated December 17, 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: December 17, 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)- Transmittal letter, dated December 17, 2001.
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(d)(2)- Press Release, dated December 17, 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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EQUITY RESOURCE LEXINGTON FUND
14 Story Street
Cambridge, MA 02138
December 17, 2001
OFFER TO PURCHASE UNITS IN
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FOR $20,000 PER UNIT
Dear Limited Partner:
On December 17, 2001, the Equity Resource Lexington Fund (the "Purchaser")
amended and extended its offer to purchase units in 1999 Broadway Associates
Limited Partnership (the "Partnership"). The offer will now expire on December
31, 2001. The amended filing (copy enclosed) makes additional disclosures that
my be material to a limited partners decision to tender units in the
Partnership. These disclosures relate to the following:
- - NET ASSET VALUE: The Purchaser has calculated a net asset value of
$21,296 for units in the Partnership. The amendment discloses the figures and
assumptions used in calculating this value. The amendment also explains the
Purchaser's basis for believing that it's offer price is appropriate in relation
to the net asset value.
- - THE PURCHASER'S EXPECTATIONS REGARDING FUTURE CASH DISTRIBUTIONS: In it's
original offer, the Purchaser stated that it, "does not expect the Partnership
to make distributions in the near future." The amendment discloses the
Purchaser's basis for making that conclusion.
- - SUBSEQUENT OFFERING PERIOD: The amendment states that the Purchaser will
not offer a subsequent offering period because it is offering to purchase less
than 100% of the Partnership's outstanding units.
- - PAST AGREEMENTS WITH THE GENERAL PARTNER: The amendment discloses the
details of an agreement between the Purchaser and the general partner of the
Partnership as it pertains to the general partner's acquisition of units in a
separate partnership that had been previously acquired by the Purchaser.
- - SCHEDULE 1: The amendment lists the Equity Resource Group limited
partnerships in which one of the Purchaser's is a general partner.
Please read the enclosed amendment in conjunction with the offer that was
previously mailed to you. Together, they contain important information
concerning the offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the agreement, sign where indicated and return it in the pre-addressed return
envelope.
If you have any questions regarding this offer or need a copy of the original
offer, please call Summit Administrative Services, the information agent for
this offer, at (925) 598-3424.
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FOR IMMEDIATE RELEASE
December 17, 2001
Contact: Eggert Dagbjartsson
Equity Resources Group, Inc.
14 Story Street
Cambridge, Massachusetts 02138
Telephone: (617) 876-4800
EQUITY RESOURCE LEXINGTONFUND LP ANNOUNCES
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EXTENSION OF OFFER TO PURCHASE LP UNITS OF 1999 BROADWAY ASSOCIATES LIMITED
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PARTNERSHIP
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Cambridge, Massachusetts, December 17, 2001-Equity Resource Lexington Fund
Limited Partnership announced that it is extending its offer to purchase 100
units of limited partnership interests, or LP Units, in 1999 Broadway Associates
Limited Partnership, a Delaware limited partnership, for $20,000 per unit in
cash, until 12:00 midnight, Eastern time, on Thursday, December 31, 2001. The
terms of the extended offer are identical to the terms of the original offer
made to holders of LP Units on November 21, 2001.
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