ANGELES PARTNERS IX
SC 13D/A, 1997-10-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
Previous: VALLEN CORP, 10-Q, 1997-10-10
Next: CHURCH & DWIGHT CO INC /DE/, 4, 1997-10-10



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (RULE 13D-101)

                 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                    Angeles Partners IX Limited Partnership
                                (Name of Issuer)

                           Limited Partnership Units
                         (Title of Class of Securities)

                                 Not Applicable
                                 (CUSIP Number)

                              Eggert Dagbjartsson
           c/o Equity Resources Group, Incorporated, 14 Story Street,
                 Cambridge, Massachusetts 02138 (617) 876-4800
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                  JULY 1, 1997
            (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box      [ ].

NOTE:  Six copies of this  statement,  including all exhibits,  should
be filed with the  Commission.  See Rule  13d-1(a)  for other  parties
to whom copies are to be sent.



- ---------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                        (Continued on following page(s))


<PAGE>


1.    NAMES AND IDENTIFICATION NO. OF REPORTING PERSONS:
      Equity Resources Group, Incorporated    I.R.S.# 04-2723870
      Equity Resource Fund XV Limited Partnership I.R.S.# 04-3182947
      Equity Resource Fund XVI Limited Partnership I.R.S.# 04-3223091
      Equity Resource Fund XVII Limited Partnership I.R.S.# 04-3274114
      Mark S. Thompson
      Eggert Dagbjartsson

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                    (A)  |X|
                                                                    (B)  [ ]
3.    SEC USE ONLY


4.    SOURCE OF FUNDS (SEE INSTRUCTIONS)
                                  WC $100,590

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(D) OR 2(E)                                                [  ]

6.    CITIZENSHIP OR PLACE OF ORGANIZATION

      Equity Resources Group, Incorporated is a Massachusetts corporation.
      Equity  Resource Fund XV Limited Partnership is a Massachusetts
      limited partnership.
      Equity Resource Fund XVI Limited Partnership is a Massachusetts
      limited partnership.
      Equity Resource Fund XVII Limited Partnership is a Massachusetts 
      limited partnership.
      Mark S. Thompson is a United States citizen.
      Eggert Dagbjartsson is a United States citizen.

NUMBER  OF SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON
WITH:

7.    SOLE VOTING POWER
      None

8.    SHARED VOTING POWER
      25 Units are held by Equity Resource Fund XV Limited Partnership, a
      Massachusetts limited partnership, of which Equity Resources Group,
      Incorporated and Mark S. Thompson are the general partners (the "Fund XV
      General Partners"). Voting power with respect to such Units is shared by
      the Fund XV General Partners as reporting persons in their capacities as
      general partners of such limited partnership.

<PAGE>

      10 Units are held by Equity Resource Fund XVI Limited Partnership, a
      Massachusetts limited partnership, of which Equity Resources Group,
      Incorporated and Mark S. Thompson are the general partners (the "Fund XVI
      General Partners"). Voting power with respect to such Units is shared by
      the Fund XVI General Partners as reporting persons in their capacities as
      general partners of such limited partnership.

      923 Units are held by Equity Resource Fund XVII Limited Partnership, a
      Massachusetts limited partnership, of which Equity Resources Group,
      Incorporated and Eggert Dagbjartsson are the general partners (the "Fund
      XVII General Partners"). Voting power with respect to such Units is
      shared by the Fund XVII General Partners as reporting persons in their
      capacities as general partners of such limited partnership.

      See Item 2 below for other required information.

9.    SOLE DISPOSITIVE POWER
      None

10.   SHARED DISPOSITIVE POWER
      25 Units are held by Equity Resource Fund XV Limited Partnership, a
      Massachusetts limited partnership. Dispositive power with respect to such
      Units is shared by the Fund XV General Partners as reporting persons in
      their capacities as general partners of such limited partnership.

      10 Units are held by Equity Resource Fund XVI Limited Partnership, a
      Massachusetts limited partnership. Dispositive power with respect to such
      Units is shared by the Fund XVI General Partners as reporting persons in
      their capacities as general partners of such limited partnership.

      923 Units are held by Equity Resource Fund XVII Limited Partnership, a
      Massachusetts limited partnership. Dispositive power with respect to such
      Units is shared by the Fund XVII General Partners as reporting persons in
      their capacities as general partners of such limited partnership.

      See Item 2 below for other required information.

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      25 Units are held by Equity Resource Fund XV Limited Partnership, a
      Massachusetts limited partnership, of which the reporting persons Equity
      Resources Group, Incorporated and Mark S. Thompson are the general
      partners.

<PAGE>

      10 Units are held by Equity Resource Fund XVI Limited Partnership, a
      Massachusetts limited partnership, of which the reporting persons Equity
      Resources Group, Incorporated and Mark S. Thompson are the general
      partners.

      923 Units are held by Equity Resource Fund XVII Limited Partnership, a
      Massachusetts limited partnership, of which the reporting persons Equity
      Resources Group, Incorporated and Eggert Dagbjartsson are the general
      partners.

      See Item 2 below for other required information.

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
      SHARES(SEE INSTRUCTIONS)                                           [ ]

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      .1% are held by Equity Resource Fund XV Limited Partnership, a 
      Massachusetts limited partnership, of which the reporting persons 
      Equity Resources Group, Incorporated and Mark S. Thompson are the 
      general partners.

      .1% are held by Equity Resource Fund XVI Limited Partnership, a
      Massachusetts limited partnership, of which the reporting persons Equity
      Resources Group, Incorporated and Mark S. Thompson are the general
      partners.

      4.6% are held by Equity Resource Fund XVII Limited Partnership, a
      Massachusetts limited partnership, of which the reporting persons Equity
      Resources Group, Incorporated and Eggert Dagbjartsson are the general
      partners

      See Item 2 below for other required information.

14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      Equity Resources Group, Incorporated                        CO
      Equity Resource Fund XV Limited Partnership                 PN
      Equity Resource Fund XVI Limited Partnership                PN
      Equity Resource Fund XVII Limited Partnership               PN
      Mark S. Thompson                                            IN
      Eggert Dagbjartsson                                         IN

Item 1. Security and Issuer.

      This statement relates to certain limited partnership units (the "Units")
of Angeles Partners IX Limited Partnership, a California limited partnership
with its principal executive office at One Insignia Financial Plaza, P.O. Box
1089, Greenville, South Carolina 29602.

<PAGE>


Item 2. Identity and Background.

      (a) The names of the persons filing this statement are Equity Resource
Fund XV Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Fund XVII Limited Partnership (the "Limited Partnerships"),
Equity Resources Group, Incorporated, a Massachusetts corporation, Mark S.
Thompson, and Eggert Dagbjartsson, respectively (collectively, the "Reporting
Persons"). Equity Resources Group, Incorporated and Mark S. Thompson are the
general partners of Equity Resource Fund XV Limited Partnership and Equity
Resource Fund XVI Limited Partnership. Equity Resources Group, Incorporated and
Eggert Dagbjartsson are the general partners of Equity Resource Fund XVII
Limited Partnership. This statement on Schedule 13D is filed on behalf of all
such Reporting Persons. The executive officers and directors of Equity
Resources Group, Incorporated are James E. Brooks, Chairman of the Board of
Directors and Director, Mark S. Thompson, President and Director, and Eggert
Dagbjartsson, Executive Vice President and Director.

      (b) The business address of each of the Reporting Persons, respectively,
is 14 Story Street, Cambridge, Massachusetts 02138.

      (c) Each of the Limited Partnerships is a Massachusetts limited
partnership formed to acquire and hold interests in other limited partnerships
involved in all facets of the real estate business as long-term investments
with a view to long-term appreciation and not to resale. Mr. Brooks' principal
occupation is Chairman of the Board of Directors of Equity Resources Group,
Incorporated. Mr. Thompson's principal occupation is President of Equity
Resources Group, Incorporated. Mr. Dagbjartsson's principal occupation is
Executive Vice President of Equity Resources Group, Incorporated.

      (d) During the past five years, none of the Reporting Persons nor James
E. Brooks, respectively, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

      (e) During the past five years, none of the Reporting Persons nor James
E. Brooks, respectively, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

      (f) Each of the Limited Partnerships is a Massachusetts limited
partnership. Mark S. Thompson, James E. Brooks, and Eggert Dagbjartsson are
citizens of the United States. Equity Resources Group, Incorporated is a
Massachusetts corporation.



<PAGE>


Item 3. Source and Amount of Funds or Other Consideration.

      Equity Resource Fund XV Limited Partnership, Equity Resource Fund XVI
Limited Partnership, and Equity Resource Fund XVII Limited Partnership,
respectively, purchased the Units hereby reported for an aggregate of $100,590
cash. The source of such funds was the working capital of these respective
limited partnerships.

Item 4. Purpose of Transaction.

      Equity Resource Fund XV Limited Partnership, Equity Resource Fund XVI
Limited Partnership and Equity Resource Fund XVII Limited Partnership,
respectively, acquired the Units for investment purposes and none of such
limited partnerships, or any of the reporting persons has any present plans or
proposals that relate to or would result in any of the actions described in
Item 4(a)-(j) of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer.

      (a) Equity Resource Fund XV Limited Partnership, Equity Resource Fund XVI
Limited Partnership, Equity Resource Fund XVII Limited Partnership and Equity
Resources Group, Incorporated, Mark S. Thompson and Eggert Dagbjartsson, in
their capacities as general partners of each of Equity Resource Fund XV Limited
Partnership, Equity Resource Fund XVI Limited Partnership, and Equity Resource
Fund XVII Limited Partnership respectively, beneficially own an aggregate of
958 Units, representing 4.79% of the Units presently outstanding (the
percentages reported in Item 13 do not cumulate to 4.79% because of rounding
done pursuant to the instructions to Schedule 13D).

      (b) Equity Resources Group, Incorporated, Mark S. Thompson and Eggert
Dagbjartsson, in their capacities as general partners of each of Equity
Resource Fund XV Limited Partnership, Equity Resource Fund XVI Limited
Partnership and Equity Resource Fund XVII Limited Partnership, respectively,
share the power to vote or direct the vote and to dispose of or direct the
disposition of all of the 958 Units referred to in Item 5(a). See Item 2 above
for other required information.

      (c)  Not applicable.

      (d)  Not applicable.

      (e) The group of Reporting Persons ceased to be, collectively, the
beneficial owner of more than five percent of the Units as of May 15, 1997.


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
           to Securities of the Issuer.

           None.
<PAGE>

Item 7. Material to be Filed as Exhibits.

           Exhibit 7.1 Agreement dated as of October 1, 1997, between each of
           the Reporting Persons with respect to the filing of this statement
           on Schedule 13D.




<PAGE>


                                   SIGNATURES

      After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement
is true, complete, and correct.


           October 1, 1997                         October 1, 1997
             (Date)                                  (Date)

                                              /s/ Eggert Dagbjartsson
EQUITY RESOURCES GROUP,                       ------------------------------
INCORPORATED                                  Eggert Dagbjartsson, individually

                                              /s/Mark S. Thompson
By:/s/ Eggert Dagbjartsson                    ------------------------------
   ------------------------------             Mark S. Thompson, individually
   Eggert Dagbjartsson
   Executive Vice President


EQUITY RESOURCE FUND XV LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President

EQUITY RESOURCE FUND XVI LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President

<PAGE>


EQUITY RESOURCE FUND XVII LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President



<PAGE>


                                                                    EXHIBIT 7.1
                                   AGREEMENT


      This Agreement, dated as of October 1, 1997, is by and among Equity
Resources Group, Incorporated, a Massachusetts corporation, Mark S. Thompson,
Eggert Dagbjartsson, each an individual, and each of the Limited Partnerships
listed on the signature pages hereto (the "Limited Partnerships").

      Each of the Limited Partnerships may be required to file with the United
States Securities and Exchange Commission a statement on Schedule 13D with
respect to an aggregate of 958 units (the "Units") of limited partnership
interest in Angeles Partners IX Limited Partnership, a California limited
partnership, held by Equity Resource Fund XV Limited Partnership, Equity
Resource Fund XVI Limited Partnership, and Equity Resource Fund XVII Limited
Partnership, respectively. Equity Resources Group, Incorporated, Mark S.
Thompson and Eggert Dagbjartsson may be required to file by reason of their
being the general partners of each of Equity Resource Fund XV Limited
Partnership, Equity Resource Fund XVI Limited Partnership, and Equity Resource
Fund XVII Limited Partnership, as the case may be.

      Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act
of 1934, as amended, the parties hereby agree to file a single statement on
Schedule 13D on behalf of each of the parties, and hereby further agree to file
this Agreement as an exhibit to such statement, as required by such rule.

      Executed and delivered as of the date first above written.

                                   
EQUITY RESOURCES GROUP,                     /s/Eggert Dagbjartsson
INCORPORATED                                --------------------------------
                                            Eggert Dagbjartsson, individually

                                            /s/Mark S. Thompson
By:/s/ Eggert Dagbjartsson                  --------------------------------
   ------------------------------           Mark S. Thompson, individually
   Eggert Dagbjartsson
   Executive Vice President


<PAGE>


EQUITY RESOURCE FUND XV LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President

EQUITY RESOURCE FUND XVI LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President President

EQUITY RESOURCE FUND XVII LIMITED
PARTNERSHIP

By: EQUITY RESOURCES GROUP,
    INCORPORATED, as general partner

    By:/s/ Eggert Dagbjartsson
       --------------------------
       Eggert Dagbjartsson
       Executive Vice President




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission