SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
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 II Ltd Partnership
A Maryland limited partnership
at $100 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
$500,000 $100.00
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of 5,000 Units at a purchase price of $100 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: $100 Filing Equity Resource
Party: Lexington Fund
Form of Registration No.: Schedule TO/T Date Filed: May 10, 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 May
10, 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 5,000 units (the "Units") of limited partnership
interests in Capital Realty Investors II Ltd Partnership, a Maryland limited
partnership (the "Partnership"), at $100 for each Unit, net to the seller in
cash, without interest, less the $100 transfer fee charged by the general
partner of the Partnership (per transaction, not per unit) and less the amount
of any distributions declared or paid from any source by the Partnership with
respect to the Units after May 10, 2002 (without regard to the record date),
upon the terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase") and in the related Agreement of Sale, copies of which
are attached hereto as Exhibits (a)(l) and (a)(3) (which are herein collectively
referred to as 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 ITEM 4
Cover Page and Item 4 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended as
follows:
Cover Page
The cover page of the offer to purchase has been amended to include the
following:
"The Purchaser recently conducted an offer to purchase units in the
Partnership at the same price that it is currently offering to purchase
units. That offer was conducted on November 19, 2001. The Purchaser is
involved in the business of acquiring units in limited partnerships and
may conduct future offers for units in the Partnership at prices that
may or may not be equal to the current offer price. [See "THE
OFFER-Section 8-Future Plans"]"
Item 4--Terms of the Transaction
The Offer
The second paragraph of "The Offer-The Introduction-Purpose of the
Offer" is amended in its entirety to read as following:
"The Offer is not conditioned upon the valid tender of any minimum
number of the Units. If more than 5,000 Units are tendered and not
withdrawn, the Purchaser will accept up to 5,000 of the tendered Units
on a pro rata basis, subject to the terms and conditions described in
this Offer to Purchase. See "THE OFFER-Section 15--Certain Conditions
of the Offer. The Purchaser expressly reserves the right, in its sole
discretion and for any reason, to waive any or all of the conditions of
the Offer, although the Purchaser does not presently intend to do so."
The Offer-Risk Factors is amended to include the following:
"The Purchaser has not engaged a depository to hold tendered units
until payment. As a result of the Purchaser's decision to not engage a
depository to hold units until payment, there is a risk "
Section 7 Purpose and Effects of the Offer is amended it its entirety
to read as follows:
"The Purchaser established the Offer Price based on its own review of
the Partnership, taking into account primarily the prices paid by the
Purchaser in its most recent purchases of Units. Based on its belief
that there have been no material changes in the Partnership since the
date of its last offer, the Purchaser determined to offer to purchase
Units at the same price it offered in its November 19, 2001 offer. The
Purchaser was unable to determine a net asset value (NAV) or
liquidation value for the Partnership because of the Partnership's
two-tiered structure. The Partnership currently holds limited
partnership interests in fifteen 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 offer price may be viewed as speculative in nature. The
Purchaser reviewed the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2001 ("2001 10 K) and its quarterly report on
Form 10-Q for the period ended March 31, 2002."
The first paragraph of Section 8 Future Plans is amended in its
entirety to read as follows:
"Future Plans of the Purchaser. The Purchaser is acquiring the Units
pursuant to the Offer for investment purposes. The Purchaser and its
affiliates may acquire additional Units through private purchases, one
or more future tender offers, or by any other means deemed advisable.
The Purchaser does not currently have any plan or purpose (either
formal of informal) of acquiring limited partnership units in a series
of successive and periodic offers in order to acquire units over time
at the lowest possible price at which unit holders are willing to sell.
The Purchaser is, however, involved in the business of acquiring units
in limited partnerships and may conduct future offers for units in the
Partnership. Though the Purchaser does not currently have a time frame
or plan in place for future offers, it believes the best time to
conduct offers are generally at the end of the year and shortly after
tax season. This belief is based on the fact that one of the primary
factors in a limited partners decision concerning the offer is the
elimination of ongoing tax consequences and filing requirements. If the
Purchaser does conduct future offers, it will determine pricing for
those offers based on its valuation of the Partnership at the time of
offer."
SIGNATURE
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 24, 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
---------------------------------------------
Eggert Dagbjartsson
Executive Vice President
Eggert Dagbjartsson
By: /s/ Eggert Dagbjartsson
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Eggert Dagbjartsson
EXHIBIT INDEX
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Exhibit No. Description
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(a)(1) - Offer to Purchase, dated May 10, 2002*
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(a)(2) - Transmittal letter, dated May 10, 2002*
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(a)(3) - Agreement of Sale and Assignment*
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(a)(4) Summary Advertisement*
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(b) - Not applicable.
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(c) - Not applicable.
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(d) - 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