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. 2
(Name of Subject Company)
Capital Realty Investors III 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
$600,000 $120.00
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 6,000 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: $120 Filing Equity Resource
Party: Lexington Fund
Form of Registration No.: Schedule TO/T Date Filed: May 17, 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
May 17, 2002 (the "Schedule TO") by Equity Resource Lexington Fund, Limited
Partnership, a Massachusetts limited partnership, Eggert Dagbjartsson, its
general partner and Equity Resources Group, Inc., its manager (collectively the
"Purchaser") to purchase 6,000 units (the "Units") of limited partnership
interests in Capital Realty Investors III 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 17, 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 in the Offer to Purchase, including
all schedules and annexes thereto, is hereby expressly incorporated herein by
reference in response to all the items of this Statement, except as otherwise
set forth below.
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
July 1, 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
July 1, 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?
2
Approximately 525 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 6,000
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 July 1, 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 12--Exhibits
The following is added as an Exhibit to the Schedule TO:
(a)(5)Press release dated June 17, 2002.
3
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: JUNE 17, 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
4
EXHIBIT INDEX
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Sequential
Exhibit No. Description Page Number
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(a)(1) - Offer to Purchase, dated May 17, 2002* 4-28
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(a)(2) - Transmittal letter, dated May 17, 2002* 29
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(a)(3) - Agreement of Sale* 30-33
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(a)(4) Summary Advertisement* 34
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(a)(5) Press Release dated June 17, 2002
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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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*Previously Filed