EXHIBIT(a)(2)
EQUITY RESOURCE FUND XXII
LIMITED PARTNERSHIP
44 Brattle Street
Cambridge, MA 02138
January 23, 2004
Offer To Purchase Units in
Capital Realty Investors II Ltd Partnership
For $175 per Unit
Dear Limited Partner:
Enclosed with this letter is an offer from Equity Resource Fund XXII Limited
Partnership (the "Purchaser") to purchase limited partnership units in Capital
Realty Investors II Ltd Partnership (the "Partnership") for $175 per unit. The
offer price is net to the seller and the Purchaser will pay the transfer fee
associated with the sale of your units. This offer expires on February 23, 2004.
If you are interested in selling your units, please read the enclosed offer
carefully.
FACTORS TO CONSIDER IN EVALUATING THIS OFFER
HIGHEST OFFER PRICE
To the best of the Purchaser's knowledge, its offer price of $175 per unit is
the highest recent offer price for units in the Partnership. Additionally, the
Purchaser will pay all transfer fees associated with the sale of units under the
offer.
SELLING YOUR INTEREST V. WAITING FOR A PARTNERSHIP LIQUIDATION
The general partner of the Partnership recently filed a preliminary proxy
statement with the U.S. Securities and Exchange Commission (the "Proxy
Statement"). Limited partners in the Partnership should be receiving a consent
solicitation asking for their consent to a liquidation of the Partnership within
the next thirty days. As a part of the consent solicitation, the general partner
is asking limited partners to approve an amendment to the Partnership's limited
partnership agreement allowing the general partner to earn certain fees in
connection with the Partnership's liquidation. (A complete copy of the Proxy
Statement 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.)
In the Proxy Statement, the general partner estimates that a full liquidation of
the Partnership could take up to (and possibly longer than) 36 months to
complete. It also estimates that the Partnership's liquidation value is between
$344 and $447 per unit. The general partner discloses in the Proxy Statement
that these liquidation values are highly uncertain and that actual liquidation
proceeds may be higher or lower than the values presented. Additionally, there
is no guarantee that a liquidation of the Partnership will be approved and
executed as proposed.
The Purchaser believes that a sale of units under the offer represents an
attractive option to waiting for the Partnership's proposed liquidation,
especially for limited partners who prefer to avoid the potential delay and risk
associated with the liquidation. Unlike the proposed liquidation, the
Purchaser's offer is not dependent on a vote of the limited partners and will
not be affected by the outcome of any future events. Additionally, limited
partners who tender their valid units will be issued payment within 10 business
days following the close of the offer.
ELIMINATE FUTURE K-1'S/OPPORTUNITY FOR LIQUIDITY
The Purchaser's offer provides liquidity to limited partners by giving them an
opportunity to terminate their investment. The Partnership has been in existence
for 20 years. If the proposed liquidation is approved, a full liquidation of the
Partnership could take three or more years to complete. If the liquidation is
not approved, the Purchaser anticipates that the Partnership will continue to
operate as it has for the foreseeable future. By selling your units, you give
yourself the opportunity to place the proceeds from a sale into other, more
liquid investments. You may also simplify your tax returns by eliminating future
K-1 reporting for this Partnership.
EFFECTS OF A SALE OF YOUR UNITS
Limited partners who sell their units will be giving up the opportunity to
participate in any future potential benefits associated with ownership of units,
including the right to participate in any future distribution of cash or
property, including any proceeds associated with the liquidation of the
Partnership.
OFFER PRICE MAY NOT REPRESENT THE FULL VALUE OF YOUR UNITS
No independent party has been retained by the Purchaser or by any other person
to evaluate or render any opinion to limited partners with respect to the
fairness of the offer price. No representation is being made as to fairness or
to other measures of value that may be relevant to limited partners. Because of
the two-tiered structure of the Partnership and the government-regulated income
restrictions on some of the Partnership's investments, the Purchaser was unable
to calculate a net asset value for units. As a result, the Purchaser relied in
large part on the valuations presented by the general partner of the Partnership
in the Proxy Statement. The Purchaser's offer price may be viewed as speculative
in nature and could differ significantly from the proceeds that could be
realized upon a liquidation of the Partnership. [See "THE
OFFER-Introduction-Market Value of Units" and "THE OFFER-Section 7-Purpose and
Effects of the Offer"]
THE PURCHASER IS SEEKING TO ACQUIRE UNITS FOR LONG-TERM INVESTMENT PURPOSES
The Purchaser is in the business of acquiring fractional investment interests
for long-term retention and seeks to purchase units in the Partnership in
advancement of that strategy. The units acquired as a result of this offer will
be held as long-term investments and not with a view to a resale. The Purchaser
does not acquire general partner positions and is not engaged in property
management.
Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the agreement, sign where indicated and return it in the pre-addressed return
envelope. If you have any questions regarding the offer or would like an
additional copy, please call Equity Resource Investments LLC, the information
agent for this offer, at (617) 876-4800.
Sincerely,
Equity Resource Fund XXII LP