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)
Winthrop Partners 80 Limited Partnership
A Massachusetts limited partnership
at $125 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.
44 Brattle Street
Cambridge, MA 02138
(617) 876-4800
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$1,141,250 $228.25
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of 9,130 Units at a purchase price of $125 per
Unit in the Partnership.
[_] 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: $228.25 Filing Party: Equity Resource
Lexington Fund LP
Form of Registration No.: Schedule TO/T Date Filed: April 19, 2002
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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
April 19, 2002 (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 9,130 units (the "Units") of limited partnership
interests in Winthrop Partners 80 Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), at $125 for each Unit, net 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 April 19,
2002 (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 1--Summary Term Sheet
The seventh question of the Summary Term Sheet is amended in
its entirety to read as follows:
"Do you have the financial resources to make payment and is
your financial condition relevant to my decision to tender in
the offer?
The Purchaser expects that approximately $1,141,250 (exclusive
of fees and expenses) will be required to purchase 9,130
Units, if tendered. The Purchaser will obtain those funds from
capital contributions from its members, which have an
aggregate net worth substantially in excess of the amount
required to purchase the 9,130 Units. The Purchaser is not a
public company and has not prepared audited financial
statements. We do not think our financial condition is
relevant to your decision whether to tender in the offer
because the form of payment is cash, and we currently have
sufficient cash and cash equivalents relative to the
consideration to be paid in the offer. Additionally, the offer
is not subject to any financing condition. Limited Partners
should note that the Purchaser is currently offering to
purchase interests in other partnerships. These concurrent
offers will not impact the Purchaser's ability to purchase
Units tendered under this Offer. See "THE OFFER--Section
13--Source and Amount of Funds.""
The thirteenth question of the Summary Term Sheet is amended
in its entirety to read as follows:
"Will there be any change to the Partnership or my Units if I
decide not to tender my Units?
It is expected that following the offer, the business and
operations of the Partnership will be continued substantially
as they are currently being conducted today. We are acquiring
the Units for investment purposes only, not with a view toward
affecting management of the Partnership. You should note,
however, that if we purchase an additional 9,130 Units, the
Lexington Fund and affiliated funds controlled by Equity
Resources Group will own 20.45% of the outstanding
Units. Although this would not represent a majority interest,
this increase in ownership would give us and our affiliates
increased control over any vote of the limited partners. See
"THE OFFER--Section 8--Future Plans" and "THE OFFER--Section
14--Voting Power.""
Item 4--Terms of the Transaction The
Offer
Section 2 "Proration; Acceptance for Payment and Payment for
Units" is amended in its entirety to read as follows:
"If fewer than 9,130 Units are validly tendered and not
properly withdrawn prior to the Expiration Date, the
Purchaser, upon the terms and subject to the conditions of the
Offer, will accept for payment all of those Units so tendered.
If more than 9,130 Units are validly tendered and not properly
withdrawn on or prior to the Expiration Date, the Purchaser,
upon the terms and subject to the conditions of the Offer,
will accept for payment 9,130 Units so tendered, on a pro rata
basis, with appropriate adjustments to avoid tenders of
fractional Units.
In the event that proration is required, the Purchaser will
determine the precise number of Units to be accepted and will
announce the final results of proration as soon as
practicable. A letter announcing the final results of
proration will be mailed to all tendering limited partners and
a press release announcing the final results of proration will
be released. The Purchaser will not pay for any Units tendered
until after the final results of proration have been
determined.
If, prior to the Expiration Date, the Purchaser increases the
Offer Price, the increased Offer Price will be paid for all
Units accepted for payment pursuant to the Offer, whether or
not those Units were tendered prior to such increase."
The third paragraph of Section 3 "Procedures for Tendering
Units" is amended in its entirety to read as follows:
"Backup Federal Income Tax Withholding. A tendering Limited
Partner must verify that Limited Partner's correct taxpayer
identification number or social security number, as
applicable, and make certain warranties and representations
that it is not subject to backup federal income tax
withholding as set forth in the Agreement of Sale. Any Limited
Partner wishing to tender Units under the Offer who is subject
to backup withholding, including nonresident aliens and
foreign corporations, should contact the Purchaser's
information agent for information regarding the tender
procedure for limited partners subject to backup withholding."
The first paragraph 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. Tendering limited partners
will additionally have withdrawal rights as provided under
Exchange Act 14(d)(5)."
The second paragraph of Section 4 "Extension of Tender Period;
Termination; Amendment" is amended in its entirety to read as follows:
"Any extension, or amendment will be followed as promptly as
practicable by a mailing notifying each Limited Partner, the
mailing in the case of an extension to be issued no later than
9:00 a.m., Eastern Time, on the next business day after the
previously scheduled Expiration Date, in accordance with Rule
14e-1(d) under the Exchange Act. Any extension or amendment
will be announced by press release on the date of the
amendment or extension in accordance with Rule 14e-1(d). Any
mailing or press release announcing an amendment or extension
will include the approximate number of Units tendered at the
time of the extension or amendment."
The third paragraph of Section 7 "Purpose and Effects of the
Offer" is amended in its entirety to read as follows:
"Though there have been changes in the Partnership since the
GP Valuation, the Purchaser believes that the net effect of
those changes is not material. A portion of the cash used in
the GP Valuation has been distributed to limited partners,
decreasing the value of the Partnership. This decrease in
value has been offset by the fact that the Partnership's
Victoria, TX property is now fully leased and by the fact that
the percentage rents collected at the Partnership's Nebraska
City, NE and Livingston, TX properties have increased. In
determining the fair market value of Units, the Purchaser
discounted the GP Valuation 30% based on the long-term
illiquid nature of the Units, the Unitholders' lack of control
over the Partnership's operations and the uncertainty
concerning the Partnership's future operations. With this
discount, the Purchaser arrived at a fair market value of
$126.70 per Unit. Applying an illiquidity discount is standard
for real estate limited partnerships. According to the
January/February 2002 Partnership Spectrum, the average annual
discounts applied to the purchase of minority interests in
publicly-registered real estate limited partnerships since
1992 have ranged from 25% to 44%."
Section 14 "Voting Power" is amended in its entirety to read
as follows:
"Though the Lexington Fund currently owns no units in the
Partnership, funds controlled by Equity Resources Group
currently own 206 Units, representing 0.45% of the
Partnership's outstanding Units. If the Purchaser purchases an
additional 9,130 Units, the Lexington Fund and the funds
controlled by Equity Resources Group will own 20.45% of the
Partnership's outstanding Units.
Although this would not represent a majority interest, this
increase in ownership would give the Lexington Fund and the
funds controlled by Equity Resources Group increased control
over any vote of the Limited Partners."
Section 15 "Certain Conditions of the Offer" is amended to
include the following:
"The Purchaser confirms that it has disclosed all conditions
of the Offer and that all conditions of the Offer must be
satisfied prior to the expiration of the Offer."
Item 5-- Past Contacts, Transactions, Negotiations and Agreements
Section 9--"Past Contact and Negotiations with General
Partner" is amended in its entirety to read as follows:
"Since 1983, and continuing until the date of this Offer,
various affiliates of the Purchaser have engaged in ongoing
conversations and exchanges of correspondence with various
affiliates of the Partnership and affiliates of the general
partner of the Partnership with regard to these affiliates'
ownership of Units and other partnership interests in which
the general partner of the Partnership is affiliated. These
conversations have principally involved requests to obtain the
list of Limited Partners and other information concerning the
Partnership. In 2000, as a result of these conversations, an
affiliate of the Purchaser entered into an agreement with
Winthrop Financial Associates, a Maryland limited partnership.
Winthrop Financial Associates is the manger of the general
partners of the Partnership. One part of this agreement gives
Winthrop Financial Associates the option to acquire up to 50%
of all units which the Purchaser acquires in certain
partnerships, including this Partnership, on the same terms as
the Purchaser. In the past, Winthrop Financial Associates has
exercised this option with regard to some offers made by the
Purchaser for units in other partnerships and has declined to
exercise this option with regard to other offers made by the
Purchaser for units in other partnerships. In its response to
the Purchaser's Offer, Winthrop Financial Associates has
indicated that it will exercise its right to acquire 50% of
the Units tendered as a result of the Offer.
Neither the Partnership, the General Partner or any of their
affiliates have disclosed to the Purchaser or disclosed in any
filings made by the Partnership with the SEC, any plans or
intentions to liquidate the Partnership."
Item 7--Source and Amount of Funds or Other Consideration
Section 13--"Source and Amount of Funds" is amended in its
entirety to read as follows:
"The Purchaser expects that approximately $1,100,000
(exclusive of fees and expenses) will be required to purchase
9,130 Units, if tendered. The Purchaser will either use cash
on hand or will obtain those funds from capital contributions
from its members, each of whom have an aggregate net worth
substantially in excess of the amount required to be
contributed to the Purchaser to purchase the 9,130 Units. The
Purchaser is not a public company and has not prepared
audited financial statements. The Purchaser and its members
have adequate cash and cash equivalents to fund payment to
selling limited partners. As of April 22, 2002, the Purchaser
had over $700,000 in cash on hand and total assets in excess
of $5,000,000. The members of the Partnership have informed
the Partnership that they will contribute any amount required
to purchase the 9,130 Units. No third-party financing is
required in connection with the Offer. The Purchaser
represents to all tendering Limited Partners that the
Purchaser has the financial wherewithal to accept for payment
and thereby purchase all 9,130 Units which the Purchaser has
offered to purchase in this Offer to Purchase. No alternative
financing plan exists."
Item 11--Additional Information
Item 11 is hereby amended to add the following:
"The information set forth in the agreement of sale and
assignment attached hereto as Exhibit (a)(5). The agreement
between the Purchaser and the general partner discussed in
"THE OFFER--Section 9--"Past Contact and Negotiations with
General Partner" attached hereto as Exhibit (d)."
Item 12--Exhibits
Item 12 is hereby amended by adding the following exhibits,
each of which is attached:
(a)(5) Agreement of Sale and Assignment.
(d) Agreement between Purchaser and General Partner
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: May 2, 2002 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
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Exhibit No. Description
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(a)(1) - Offer to Purchase, dated April 19, 2002*
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(a)(2) - Transmittal letter, dated April 19, 2002*
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(a)(3) - Agreement of Sale*
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(a)(4) Summary Advertisement*
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(a)(5)-- Agreement of Sale and Assignment
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(a)(6)-- Not applicable.
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(a)(7)-- Not applicable.
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(a)(8)-- Not applicable.
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(b) - Not applicable.
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(c) - Not applicable.
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(d) - Agreement between Purchaser and General Partner.
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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