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
Final Amendment
(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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FINAL AMENDMENT
This Final Amendment 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.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following paragraph:
The Offer expired at 12:00 Midnight, Eastern Time, on February 23, 2004.
Pursuant to the Offer, the Purchaser has accepted an aggregate of 630
Units at a price of $175 per Unit, net to the sellers in cash, for an
aggregate amount of $110,250. As a result of the offer, the Purchaser
and its affiliates own 9,975 (approximately 19.95%) of the Partnership's
outstanding Units.
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: March 8, 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
(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