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)
Urban Improvement Fund Limited-1973
A California limited partnership
at $400 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
$472,000 $94.40
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 1,180 Units at a purchase price of $400 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: $94.40 Filing Party: Equity Resource
Lexington Fund LP
Form of Registration No.: Schedule TO/T Date Filed: June 6, 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
April 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
(collectively the "Purchaser") to purchase 1,180 units (the "Units") of limited
partnership interests in Urban Improvement Fund Limited-1973, a California
limited partnership (the "Partnership"), at $400 for each Unit, net to the
seller in cash, without interest, less the amount of any distributions declared
or paid from any source by the Partnership with respect to the Units after June
6, 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 22,
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 22, 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?
Approximately 93 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 1,180
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 22, 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 July 8, 2002.
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: July 8, 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 June 6, 2002* 4-28
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(a)(2) - Transmittal letter, dated June 6, 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 July 8, 2002.
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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