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
(Name of Subject Company)
Capital Realty Investors II Limited Partnership
A Maryland limited partnership
at $175 Net Per Unit
by
Equity Resource Fund XXII 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
$875,000 $175.00
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 5,000 Units at a purchase price of $175 per Unit in the
Partnership.
[ ] 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: Not Applicable Filing Party: Not Applicable
Form of Registration No.: Not Applicable Date Filed: Not Applicable
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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates
to an offer by Equity Resource Fund XXII, Limited Partnership, a Massachusetts
limited partnership, Eggert Dagbjartsson, its general partner and Equity
Resource Investments LLC, its manager (collectively the "Purchaser") to purchase
5,000 units (the "Units") of limited partnership interests in Capital Realty
Investors II Limited Partnership, a Maryland limited partnership (the
"Partnership"), at $175 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 January 23, 2004 (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 12. Exhibits
(a)(1) Offer to Purchase, dated January 23, 2004
(a)(2) Transmittal letter, dated January 23, 2004
(a)(3) Agreement of Sale and Assignment
(a)(4) Summary Advertisement
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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: January 23, 2004 Equity Resource Fund XXII Limited Partnership,
a Massachusetts limited partnership
By: /s/ Eggert Dagbjartsson
--------------------------------
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
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- ------------------------------------------- ----------
(a)(1) - Offer to Purchase, dated January 23, 2004. 4-28
(a)(2) - Transmittal letter, dated January 23, 2004. 29
(a)(3) - Agreement of Sale and Assignment 30-33
(a)(4) Summary Advertisement 34
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
(g) Not applicable
(h) Not applicable.