Exhibit (a)(2)
Equity Resource Lexington Fund
44 Brattle Street
Cambridge, MA 02138
May 30, 2002
Offer To Purchase Units in
Boston Financial Apartment Associates LP
for $25 Per Unit
Dear Limited Partner:
Enclosed with this letter is an offer to purchase limited partnership units in
Boston Financial Apartment Associates LP (the "Partnership") for $25 per unit
[See "THE OFFER--Introduction"]. This offer expires on July 1, 2002. If you are
interested in selling your units, please read the enclosed offer carefully.
FACTORS TO CONSIDER IN EVALUATING THIS OFFER
o The Purchaser has Negotiated a Reduced Transfer Fee for This Offer
A $50 transfer fee charged by the general partner of the Partnership will
be deducted from the purchase price. The transfer fee is per transaction,
not per unit. For example, a limited partner who sells forty units will
receive $950 ($1,000 less the $50 transfer fee). The standard transfer fee
charged by the general partner is $75 per transaction. The transfer fee for
the tender of units under this offer represents a reduction over the
standard transfer fee.
o The Partnership is Invested in Government Subsidized Apartment Complexes
The Partnership currently holds limited partnership interests in seven
limited partnerships (the "Local Partnerships") that own subsidized 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. [See
"THE OFFER--Section 10--Certain Information Concerning the Partnership "].
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 20 years. Given the government restrictions and 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. Because of the two-tiered nature of the Partnership, the
government-regulated income restrictions and the potential inability to
sell or refinance a portion of the Partnership's assets, the Purchaser was
unable to calculate a net asset value (NAV) for units and the Purchaser's
offer price may be viewed as speculative in nature. As a result, it is
uncertain whether the offer price reflects the value that would be realized
upon the sale of units to a third party. [See "THE
OFFER-Introduction-Market Value of Units"]
o Purchaser has Conducted Previous Offers and May Conduct Future Offers
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 March 5, 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"]
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