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)
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. 2
This Amendment No. 2 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.
COVER PAGE AND ITEMS 1, 4 and 12
The Cover Page and Items 1, 4 and 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 June
3, 2002, 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
June 3, 2002, 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.""
The Summary Term Sheet is amended to read as follows:
"How many Units have been tendered as of the Offer's
Extension Date?
Approximately 497 Units have been tender under the Offer at
the time of the extension.""
Item 4--Terms of the Transaction
The Offer
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 9,130
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 June 3, 2002, 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."
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 not 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 12--Exhibits
The following is added as an Exhibit to the Schedule TO:
(a)(9) Press release dated May 20, 2002.
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 20, 2002 Equity Resource Lexington Fund Limited Partnership,
a Massachusetts limited partnership
By: /s/ Eggert Dagbjartsson
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Eggert Dagbjartsson
General Partner
Equity Resources Group, Inc.
A Massachusetts Corporation
By: /s/ Eggert Dagbjartsson
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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)-- Transmittal letter, dated May 20, 2002
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(a)(7)-- Press Release, dated May 20, 2002.
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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