EXHIBIT (a)(2)
Equity Resource Lexington Fund
44 Brattle Street
Cambridge, MA 02138
April 12, 2002
Offer To Purchase Units in
Winthrop Partners 79 Limited Partnership
for $375 Per Unit
Dear Limited Partner:
Enclosed with this letter is an offer to purchase limited partnership units in
Winthrop Partners 79 Limited Partnership (the "Partnership") for $375 per unit
[See "THE OFFER-Introduction"]. This offer expires on May 13, 2002. If you are
interested in selling your units, please read the enclosed offer carefully.
FACTORS TO CONSIDER IN EVALUATING THIS OFFER
o Recent Events and Their Impact on the Partnership's Value: Several recent
events have had an impact on the Partnership's value. Since 1999, two of
the Partnership's properties have been sold and the proceeds were
distributed to limited partners. The sales of these properties have
decreased the equity value of the Partnership and they will likely impact
future Partnership distributions from operations. Additionally, the
Partnership has distributed a substantial portion of its cash reserves over
the past year. These cash distributions have further impacted the equity
value of your units. [See "THE OFFER-Section 10-Certain Information
Concerning the Partnership"]
o Uncertainty Concerning One of the Partnership's Properties: The tenant at
the Partnership's Hillside, IL property recently filed for Chapter 11
bankruptcy. Though the tenant continues to make lease payments, it is
unclear whether it will seek to reject its lease on the property. If the
tenant rejects the lease, the Partnership may incur significant costs in
attempting to re-lease the property.
o Opportunity for Liquidity: The Lexington Fund's offer provides liquidity to
limited partners and will give them an opportunity to liquidate this
investment. The Partnership has been in existence for 13 years. Given the
long-term nature of the leases encumbering the Partnership's properties,
the Purchaser anticipates that the Partnership will continue to operate for
the foreseeable future. By selling your limited partnership units, you give
yourself the opportunity to place the proceeds from a sale into other,
potentially better performing, investments. You may also simplify your tax
returns by eliminating future K-1 reporting for this Partnership.
o Offer Price May Not Represent the Full Value of Your Units: No independent
party has been retained by the Purchaser or any other person to evaluate or
render any opinion to limited partners with respect to the fairness of the
offer price, and no representation is made as to any fairness or other
measures of value that may be relevant to limited partners. The Purchaser
has calculated a
net asset value (NAV) for Units that is higher than the Purchaser's offer
price, but has not calculated a liquidation value for Units. It is
uncertain whether the offer price or the NAV reflect the value that would
be realized upon the sale of units by a limited partner to a third party.
[See "THE OFFER-Introduction-Market Value of Units"]
o Conflict of Interest: The Purchaser is making the Offer with a view toward
making a profit. Accordingly, there is a conflict between the Purchaser's
desire to acquire your units at a low price and your desire to sell your
units at a high price. The Purchaser's intent is to acquire the units at a
discount to the value it might ultimately realize from owning the units.
o Effects of a Sale of Your Units: Limited partners who sell their units will
be giving up the opportunity to participate in any future potential
benefits associated with ownership of units, including the right to
participate in any future distribution of cash or property.
The Purchaser
The Lexington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase units in the Partnership
in advancement of that strategy. The units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Lexington Fund does not acquire general partner positions and is not engaged in
property management.
Please read the enclosed offer carefully. It contains important information
concerning this 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, please call D.F. King & Company, the information
agent for this offer, toll-free at (800) 207-3158 or call them collect at (212)
493-6952.
Sincerely,
Equity Resource Lexington Fund LP