SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO. 1
(Name of Subject Company)
Metric Partners Growth Suite Investors, LP
A California limited partnership
at $20 Net Per Unit
by
Equity Resource Arlington 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
$179,790 $35.96
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 8,990 Units at a purchase price of $20 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: $35.96 Filing Equity Resource
Party: Arlington Fund LP
Form of Registration No.: Schedule TO/T Date Filed: July 24, 2002
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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
July 24, 2002 (the "Schedule TO") by Equity Resource Arlington Fund Limited
Partnership, a Massachusetts limited partnership, Equity Resources Group, Inc.,
a Massachusetts corporation, and Eggert Dagbjartsson, an individual (together,
the "Purchaser") to purchase 8,990 units (the "Units") of limited partnership
interests in Metric Partners Growth Suite Investors, LP, a California limited
partnership (the "Partnership"), at $20 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 July 24, 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 1--Summary Term Sheet
The thirteenth question of the Summary Term Sheet is amended in its
entirety to read as follows:
"Will there be any change to the Partnership or my Units if I decide
not to tender my Units?
It is expected that following the offer, the business and operations of
the Partnership will be continued substantially as they are currently
being conducted today. We are acquiring the Units for investment
purposes only, not with a view toward affecting management of the
Partnership. You should note, however, that if we purchase an
additional 8,990 Units, the Arlington Fund and affiliated funds
controlled by Equity Resources Group will own 17.06% of the outstanding
Units. Although this would not represent a majority interest, this
increase in ownership would give us and our affiliates increased
control over any vote of the limited partners. See "THE OFFER--Section
8--Future Plans" and "--Section 14--Voting Power.".""
Item 4--Terms of the Transaction
The third paragraph of The Offer-Risk Factors is amended in its
entirety to read as follows:
"The Offer Price may not represent fair market value of Units.
There is no established or regular trading market for Units, nor is
there another reliable standard for determining the fair market value
of the Units. The Offer Price does not necessarily reflect the price
that Limited Partners might receive in an open market sale of Units.
Those prices could be higher than the Offer Price. Partnership
Spectrum, a national reporting service covering limited partnerships,
reported the sale of 175 Units in the Partnership at an average price
of $42.44 per Unit on the informal market "matching service" in the
past 12 months. The Partnership reported 26 resale transactions at an
average price of $64 per Unit between January 1, 2001 and May 14, 2002.
The Purchaser and its affiliates have purchased 0 Units in the
Partnership in the past twelve months and know of no other sales of
Units in the past twelve months."
Item 12--Exhibits
Item 12 is hereby amended by adding the following exhibits, each of
which is attached:
(a)(5) Amended Agreement of Sale and Assignment dated July 24, 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: August 8, 2002 Equity Resource Arlington Fund Limited Partnership,
a Massachusetts limited partnership
By: /s/ Eggert Dagbjartsson
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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 July 24, 2002* 4-28
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(a)(2) - Transmittal letter, dated July 24, 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) - Amended Agreement of Sale and Assignment
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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