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)
Boston Financial Apartment Associates LP
A Delaware limited partnership
at $25 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
================================================================================
Transaction Valuation* Amount of Filing Fee
$109,575 $21.92
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 4,383 Units at a purchase price of $25 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.
- --------------------------------------------------------------------------------
Amount Previously Paid: $21.92 Filing Party: Equity Resource
Lexington Fund LP
Form of Registration No.: Schedule TO/T Date Filed: May 30, 2002
- --------------------------------------------------------------------------------
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 30, 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 4,383 units (the "Units") of limited partnership
interests in Boston Financial Apartment Associates LP, a Delaware limited
partnership (the "Partnership"), at $25 for each Unit, net to the seller in
cash, without interest, less the $50 transfer fee per transaction charged by the
general partner of the Partnership and less the amount of any distributions
declared or paid from any source by the Partnership with respect to the Units
after May 30, 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.
Item 4--Terms of the Transaction
The Offer
The first paragraph of Section 2 "Proration; Acceptance for
Payment and Payment for Units" is amended in its entirety to read as
follows:
"If fewer than 4,383 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."
The third paragraph of Section 7 "Purpose and Effects of the
Offer" is amended in its entirety to read as follows:
"Other measures of value may be relevant to a Limited Partner,
and all Limited Partners are urged to carefully consider all
of the information contained in the Offer to Purchase and
Agreement of Sale and to consult with their own advisors (tax,
financial, or otherwise) in evaluating the terms of the Offer
before deciding whether to tender Units. The Offer is being
made as a speculative investment by the Purchaser based on its
belief that there is inherent underlying value in the assets
of the Partnership. This belief is based primarily on the
Partnership's historical performance and on statements in the
Partnership's most recent financial statements concerning the
operations of the Local Partnerships in which the Partnership
is invested. The Partnership has disposed of nine of the
original fifteen Local Partnerships. Some of those Local
Partnerships were sold at a profit, will others were disposed
of with no benefit to the Partnership. Five of the remaining
Local Partnerships are operating at break even and the
Purchaser believes that there is inherent value in those Local
Partnerships. The Purchaser, however, does not have detailed
financial information pertaining to the Local Partnerships and
is unable to determine the value associated with the Local
Partnerships. The Purchaser's past and current offers were
based in part on the Purchaser's belief that the Partnership,
through its investment in the remaining Local Partnerships,
has inherent value. The Purchaser's inability to estimate that
inherent value means that the offer price may be viewed as
speculative in nature.
The purpose of the Offer is to allow the Purchaser to benefit
to the greatest extent possible from any one or a combination
of the following:
o any cash distributions, whether those distributions are
classified as a return on, or a return of, capital, from the
operations in the ordinary course of the Partnership;
o any distributions of net proceeds from the sale of assets
by the Partnership;
o any distributions of net proceeds from the liquidation of
the Partnership;
o any cash from any redemption of the Units by the
Partnership, and
o any proceeds that may be received by the Limited Partners
or by the Partnership as a result of litigation (the Purchaser
is not aware of any current or pending litigation involving
the Partnership)."
The fourth paragraph of Section 7 "Purpose and Effects of the
Offer" is amended in its entirety to read as follows:
Lack of Public Market. At present, privately negotiated sales
and sales through intermediaries (e.g., through the trading
system operated by the American Partnership Board, which
publishes sell offers by holders of Units) are the only means
available to a Limited Partner to liquidate an investment in
Units (other than by accepting the Offer) because the Units
are not listed or traded on any national securities exchange
or quoted on NASDAQ. The Purchaser and its affiliates have
purchased 60 Units in the Partnership in the past twelve
months at the current offer price and have purchased 0 units
in the past 60 days. The purchases of the 60 Units were
privately negotiated and the Units were not purchased as a
result of the Purchaser's previous Schedule TO/T. The
Purchaser knows of no other sales of Units in the past twelve
months.
The fourth paragraph of Section 8 "Future Plans" is amended in
its entirety to read as follows:
"Future Plans of the Partnership. Except as otherwise set
forth in this Offer to Purchase, it is expected that following
the Offer, the business and operations will be continued
substantially as they are currently being conducted. For a
description of the Partnership's business, Limited Partners
are urged to review the Partnership's 2001 10-K and its 10-Q
for the period ended March 31, 2002."
The fifth paragraph of Section 10 "Certain Information
Concerning the Partnership" is amended in its entirety to read as
follows:
"Selected Financial and Property-Related Data. Set forth on
the following pages is a summary of certain financial and
statistical information with respect to the Partnership, all
of which has been excerpted or derived from the Partnership's
most recent Form 10Q for the quarter ended March 31, 2002.
More comprehensive financial and other information is included
in those reports and other documents filed by the Partnership
with the SEC, and the following summary is qualified in its
entirety by reference to those reports and other documents and
all the financial information and related notes contained in
those reports."
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 18, 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
EXHIBIT INDEX
- --------------------------------------------------------------------------------
Sequential
Exhibit No. Description Page Number
- --------------------------------------------------------------------------------
(a)(1) - Offer to Purchase, dated May 30, 2002* 4-28
- --------------------------------------------------------------------------------
(a)(2) - Transmittal letter, dated May 30, 2002* 29
- --------------------------------------------------------------------------------
(a)(3) - Agreement of Sale* 30-33
- --------------------------------------------------------------------------------
(a)(4) Summary Advertisement* 34
- --------------------------------------------------------------------------------
(b) - Not applicable.
- --------------------------------------------------------------------------------
(c) - Not applicable.
- --------------------------------------------------------------------------------
(d) - Not applicable.
- --------------------------------------------------------------------------------
(e) - Not applicable.
- --------------------------------------------------------------------------------
(f) - Not applicable.
- --------------------------------------------------------------------------------
(g) Not applicable
- --------------------------------------------------------------------------------
(h) Not applicable.
- --------------------------------------------------------------------------------
* Previously Filed