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)
CAPITAL REALTY INVESTORS IV LTD. PARTNERSHIP
A Maryland limited partnership
at $40 Net Per Unit
by
EQUITY RESOURCE WESTON 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
$441,000 $88.20
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 11,025 Units at a purchase price of $40 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: $88.20 Filing Party: Equity Resource
Weston Fund LP
Form of Registration No.: Schedule TO/T Date Filed: June 17, 2003
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AMENDMENT NO. 1
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") by Equity Resource Weston Fund, Limited
Partnership, a Massachusetts limited partnership, Eggert Dagbjartsson, its
general partner and Equity Resources Group, Inc., its manager (collectively the
"Purchaser") to purchase 11,025 units (the "Units") of limited partnership
interests in Capital Realty Investors IV Ltd. Partnership, a Maryland limited
partnership (the "Partnership"), at $40 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 17, 2003
(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") and
less the $100 transfer fee (per transaction, not per unit) charged by the
general partner of the Partnership. 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
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 17, 2003, 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. The Purchaser will not delay payment for
Units (unless it is in anticipation of necessary governmental
approval) subsequent to the expiration of the Offer. See "THE
OFFER--Section 3--Procedures for Tendering Units.""
The seventh question of the 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 initial
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 initial offering period or during the
subsequent offering period (if a subsequent offering period is
provided), you will not have the
opportunity to accept the offer. See "THE OFFER--Section
5--Extension of Tender Period; Termination; Amendment.""
The ninth question of the Summary Term Sheet is amended in its entirety
to read as follows:
"What are the most significant conditions to the offer?
We are not obligated to purchase any Units in the offer if the
general partner of the Partnership or its transfer agent are
unable to confirm after being contacted by the Purchaser that
the Agreement of Sale is properly completed and duly executed.
See "THE OFFER--Section 15--Certain Conditions of the Offer.""
ITEM 4--TERMS OF THE OFFER
The third paragraph of "The Offer-Introduction" is amended in its
entirety to read as follows:
"For those Limited Partners who accept the Offer, a cash payment
for Units will be made to those Limited Partners within ten (10)
business days following the expiration date of the Offer, as
long as Weston Fund has received from those Limited Partners a
properly completed and duly executed Agreement of Sale. The
Purchaser will not delay payment for Units (unless it is in
anticipation of necessary governmental approval) subsequent to
the expiration of the Offer. The Purchasers may accept only a
portion of the Units tendered by a Limited Partner in the event
a total of more than 11,025 Units are tendered."
The tenth paragraph of "The Offer-Introduction" is amended in its
entirety to read as follows:
"The Partnership is subject to the information and reporting
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and, in accordance with that act, is required
to file reports and other information with the Securities and
Exchange Commission (the "SEC") relating to its business,
financial condition and other matters. These reports and other
information may be inspected at the public reference facilities
maintained by the SEC at room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials
can also be obtained from the Public Reference Room of the SEC
in Washington, D.C. at prescribed rates or from the SEC's
Website at http://www.sec.gov."
"The Offer-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 11,025 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 17, 2003, 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.
The Offer is conditioned on satisfaction of certain conditions.
See "Offer--Section 15--Certain Conditions of the Offer," which
sets forth in full the conditions of the Offer. The Purchaser
will not be required to accept for payment or to pay for any
Units tendered, and may amend or terminate the Offer if the
Agreement of Sale is not properly completed and duly executed.
Purchaser reserves the right (but shall not be obligated) to
waive any or all of these conditions. If any or all of those
conditions have not been satisfied or waived by the Expiration
Date, Purchaser reserves the right (but shall not be obligated)
to (i) decline to purchase any of the Units tendered, (ii)
terminate the Offer and return all tendered Units to tendering
Limited Partners, (iii) waive all of the unsatisfied conditions
and, subject to complying with applicable rules and regulations
of the SEC, purchase all Units validly tendered, (iv) extend the
Offer and, subject to the right of Limited Partners to withdraw
Units until the Expiration Date, retain the Units that have been
tendered during the period or periods for which the Offer is
extended or (v) otherwise amend the Offer. If any material
conditions are waived, the Purchaser will amend the Offer to
disclose its waiver. If the amendment is filed with less than
ten (10) business days remaining in the Offer, the Purchaser
will extend the offer giving limited partners at least ten (10)
business days following the amendment to consider the amended
offer."
"The Offer-Section 15-Certain Conditions of the Offer" is amended in its
entirety to read as follows:
"Purchaser will not be required to accept for payment or to pay
for any Units tendered, and may amend or terminate the Offer if
the general partner of the Partnership or its transfer agent are
unable to confirm after being contacted by the Purchaser that
the Agreement of Sale is properly completed and duly executed.
Limited partners may independently confirm the satisfaction of
this condition 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 on or prior to 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 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 ten (10)
business days remaining in the Offer, the Purchaser will extend
the offer giving limited partners at least ten (10) business
days following the amendment to consider the amended offer."
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 1, 2003 Equity Resource Weston 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
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(a)(1) - Offer to Purchase, dated June 17, 2003 * 4-28
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(a)(2) - Transmittal letter, dated June 17, 2003 * 29
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(a)(3) - Agreement of Sale and Assignment * 30-33
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(a)(4) Summary Advertisement * 34
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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