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. 2
(Name of Subject Company)
Capital Realty Investors II Limited Partnership
A Maryland limited partnership
at $175 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.
[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: $175 Filing Party: Equity Resource
Fund XXII Limited
Partnership
Form of Registration No.: Schedule TO/T Date Filed: January 23, 2004
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AMENDMENT NO. 2
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") 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, 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.
ITEMS 4
ITEM 4--TERMS OF THE TRANSACTION
"The Offer-Section 4-Withdrawal Rights" is amended in its entirety to
read as follows:
"Section 4. Withdrawal Rights.
Except as otherwise provided in this Section 4, tenders of
Units made pursuant to the Offer are irrevocable. Units
tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. In the event that the Offer is
extended beyond the Expiration Date, the Units tendered may be
withdrawn at any time prior to the end of the extension
period. Tendering limited partners will additionally have
withdrawal rights as provided under Exchange Act 14(d)(5).
According to the act, "securities deposited pursuant to a
tender offer or request or invitation for tenders may be
withdrawn by or on behalf of the depositor . . . at any time
after sixty days from the date of the original tender offer or
request or invitation, except as the Commission may otherwise
prescribe by rules, regulations, or order as necessary or
appropriate in the public interest or for the protection of
investors." For the purposes of the Offer, sixty days from the
date of the original tender offer will be March 23, 2004.
In order for a withdrawal to be effective, a signed, written
transmission notice of withdrawal must be timely received by
the Purchaser at its address set forth on the last page of
this Offer to Purchase. Any notice of withdrawal must specify
the name of the person who tendered the Units to be withdrawn,
and the number of Units to be withdrawn. Any Units properly
withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be re-tendered at any subsequent time prior
to the Expiration Date by following the procedures described
in Section 3.
All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the
Purchaser, in its sole discretion, whose determination will be
final and binding.
The Purchaser will pay for or return tendered Units promptly
after the termination or withdrawal of the Offer"
"The Offer-Section 15-Conditions of the Offer" is amended in its
entirety to read as follows:
"Section 15. 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 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. The Purchaser will contact the general
partner or transfer agent to verify the satisfaction of this
condition upon receipt of executed documents and will notify
Limited Partners promptly if this condition is not satisfied.
Purchaser will not be required to accept for payment or to pay
for any Units unless the Purchaser has received assurances
from the Partnership that the tendering Limited Partner's
address will be changed to the Purchaser's address pursuant to
the terms and conditions of the Offer. The Purchaser will
contact the general partner or transfer agent to verify the
satisfaction of this condition upon receipt of executed
documents and will notify Limited Partners promptly if this
condition is not satisfied.
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. The conditions set forth in this
Section 15 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 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."
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: February 20, 2004 Equity Resource Fund XXII 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
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Eggert Dagbjartsson
Managing Director
Eggert Dagbjartsson
By: /s/ Eggert Dagbjartsson
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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
(a)(5) Press Release dated February 20, 2004.
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
(g) Not applicable
(h) Not applicable.
* - Previously filed