SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/T-A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
(Name of Subject Company)
1999 Broadway Associates Limited Partnership
A Delaware limited partnership
at $10,000 Net Per Unit
by
Equity Resource Dover Fund Limited Partnership,
a Massachusetts limited partnership
Equity Resource Investments LLC
Eggert Dagbjartsson
Limited Partnership Units
Eggert Dagbjartsson, Executive Vice President
Equity Resource Investments LLC
44 Brattle Street
Cambridge, MA 02138
(617) 876-4800
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$500,000 $0.00*
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* For purposes of calculating the filing fee only. This calculation assumes the purchase of 50 Units at
a purchase price of $10,000 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: $147.12 Filing Party: Equity Resource Dover Fund LP
Form of Registration No.: Schedule TO/T Date Filed: April 20, 2005
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* FOOTNOTE: Fee previously paid as a part of the filing noted above
AMENDMENT NO. 2
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") by Equity Resource Dover Fund, Limited
Partnership, a Massachusetts limited partnership, Eggert Dagbjartsson, its
general partner and Equity Resource Investments LLC, its manager (collectively
the "Purchaser") to purchase 50 units (the "Units") of limited partnership
interests in 1999 Broadway Associates Limited Partnership, a Delaware limited
partnership (the "Partnership"), at $10,000 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 April 20,
2005 (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.
ITEMS 1 AND 4
Items 1 and 4 of the Schedule TO/T, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended as follows:
ITEM 1--SUMMARY TERM SHEET
Question 7 of Summary Term Sheet is amended in its entirety to read as
follows:
"Can the offer be extended or amended and under what circumstances? Yes, we
may elect to extend the offer in order to extend the period of time during
which the offer is open and/or to amend the offer in any respect (including,
without limitation, by increasing or decreasing the offer price). If the
Offer is amended with less than 10 business days remaining in the offering
period, the Offer will be extended to give limited partners at least 10
business days following the filing of the amendment to consider the amended
offer. If you do not tender your Units during the offering period, you will
not have the opportunity to accept the offer. See 'THE OFFER--Section
5--Extension of Tender Period; Termination; Amendment.""
ITEM 4--TERMS OF THE TRANSACTION
The final paragraph of "The Offer-Section 10- Certain Information Concerning
the Partnership" is amended to read as follows:
"Limited partners may independently confirm the satisfaction of these
conditions by contacting the general partner of the Partnership at the
telephone number located in Section 10 of the Offer. The conditions set
forth in this Section 15 are for the sole benefit of the Purchaser and its
affiliates and may be asserted by the Purchaser regardless of the
circumstances giving rise to that condition. The conditions set forth in
this Section 15 may be waived by the Purchaser, in whole or in part, from
time to time in its sole discretion prior to the expiration of the offer. If
the Purchaser decides to waive the conditions set forth in this Section 15,
such conditions will be waived by the Purchaser upon the expiration of the
offer. The failure by the Purchaser at any time on or prior to the
expiration of the offer to exercise these rights will not be deemed a waiver
of those rights, which rights will be deemed to be ongoing and may be
asserted at any time and from time to time on or prior to the expiration of
the offer. Any determination by the Purchaser concerning the events
described in this Section 15 will be final and binding upon all parties. The
Purchaser confirms that it has disclosed all conditions of the Offer and
that all conditions of the Offer must be satisfied
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prior to the expiration of the Offer. If any material conditions of the
Offer are waived, the Purchaser will amend the Offer to disclose its waiver.
If the amendment is filed with less than five (5) business days remaining in
the Offer, the Purchaser will extend the offer giving limited partners at
least five (5) business days following the amendment to consider the amended
offer."
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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: May 16, 2005 Equity Resource Dover Fund Limited Partnership,
a Massachusetts limited partnership
By: /s/ Eggert Dagbjartsson
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Eggert Dagbjartsson
General Partner
Equity Resource Investments LLC
A Massachusetts limited liability company
By: /s/ Eggert Dagbjartsson
-------------------------------------
Eggert Dagbjartsson
Managing Director
Eggert Dagbjartsson
By: /s/ Eggert Dagbjartsson
-------------------------------------
Eggert Dagbjartsson
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- ------------------------------------------------ ------------
(a)(1) - Offer to Purchase, dated April 20, 2005*
(a)(2) - Transmittal letter, dated April 20, 2005*
(a)(3) - Agreement of Sale and Assignment*
(a)(4) Summary Advertisement*
(a)(5) Agreement of Sale and Assignment*
(a)(6) Cover Letter Dated May 6, 2005*
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
(g) Not applicable
(h) Not applicable.
* Previously Filed
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