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)
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
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Transaction Valuation* Amount of Filing Fee
$109,575 $21.92
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* 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.
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Amount Previously Paid: $21.92 Filing Party: Equity Resource
Lexington Fund LP
Form of Registration No.: Schedule TO/T Date Filed: May 30, 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 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 5-- Past Contacts, Transactions, Negotiations and Agreements
Section 9--"Past Contact and Negotiations with General
Partner" is amended to include the following paragraph:
"Prior to the commencement of the offer, the Purchaser
negotiated a reduced transfer fee for limited partners who
tender under the offer. For those limited partners, the
transfer fee will be $50 per transaction. The standard
transfer fee charged by the Partnership is $10 per unit with a
minimum fee of $75. The reduced transfer fee was verbally
requested by the Purchaser and agreed to by the Partnership in
light of the reduced per transaction administrative costs for
units transferred as a result a Schedule TO. The reduced
transfer fee is not the result of any written agreements
between the Purchaser and the Partnership or its general
partner. The reduced transfer fee applies only to this offer.
It does not apply to other partnerships and does not apply to
any subsequent offers for units in this Partnership. The
Purchaser's offer price was in no way contingent on a reduced
transfer fee and the net effect of the reduced transfer fee is
to benefit selling limited partners."
Item 12--Exhibits
Item 12 is hereby amended by adding the following attached
exhibit:
(a)(5) Revised Transmittal Letter.
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 21, 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
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Sequential
Exhibit No. Description Page Number
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(a)(1) - Offer to Purchase, dated May 30, 2002* 4-28
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(a)(2) - Transmittal letter, dated May 30, 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) - Revised Transmittal letter
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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