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 XII 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 Cambridge Fund Limited Partnership I.R.S.# 04-3189039
Equity Resource Bay Fund Limited Partnership I.R.S.# 04-3293645
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
James E. Brooks
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 $264,500
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 Cambridge Fund Limited Partnership is a Massachusetts
limited partnership.
Equity Resource Bay Fund Limited Partnership is a Massachusetts
limited partnership.
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.
James E. Brooks is a United States citizen.
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
<PAGE>
8. SHARED VOTING POWER
5 Units are held by Equity Resource Cambridge Fund Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson
are the general partners (the "Cambridge Fund General Partners"). Voting
power with respect to such Units is shared by the Cambridge Fund General
Partners as reporting persons in their capacities as general partners of
such limited partnership.
10 Units are held by Equity Resource Bay Fund Limited Partnership, a
Massachusetts limited partnership, of which James E. Brooks, Eggert
Dagbjartsson and Mark S. Thompson are the general partners (the "Bay Fund
General Partners"). Voting power with respect to such Units is shared by
the Bay Fund General Partners as reporting persons in their capacities as
general partners of such limited partnership.
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 XVI General Partners as reporting persons in their capacities as
general partners of such limited partnership.
25 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.
2,051 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
5 Units are held by Equity Resource Cambridge Fund Limited Partnership, a
Massachusetts limited partnership. Voting power with respect to such
Units is shared by the Cambridge Fund General Partners as reporting
persons in their capacities as general partners of such limited
partnership.
<PAGE>
10 Units are held by Equity Resource Bay Fund Limited Partnership, a
Massachusetts limited partnership. Voting power with respect to such
Units is shared by the Bay Fund General Partners as reporting persons in
their capacities as general partners of such limited partnership.
25 Units are held by Equity Resource Fund XV Limited Partnership, a
Massachusetts limited partnership. 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.
25 Units are held by Equity Resource Fund XVI Limited Partnership, a
Massachusetts limited partnership. 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.
2,051 Units are held by Equity Resource Fund XVII Limited Partnership, a
Massachusetts limited partnership. 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.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 Units are held by Equity Resource Cambridge Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated, James E. Brooks, Eggert Dagbjartsson and
Mark S. Thompson are the general partners.
10 Units are held by Equity Resource Bay Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James
E. Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general
partners.
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.
25 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.
2,051 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.
<PAGE>
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 Cambridge Fund Limited Partnership, a Massachusetts limited
partnership, of which the reporting persons Equity Resources Group,
Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson
are the general partners.
.1% are held by Equity Resource Bay Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James E.
Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners.
.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 Cambridge Fund Limited Partnership PN
Equity Resource Bay Fund Limited Partnership PN
Equity Resource Fund XV Limited Partnership PN
Equity Resource Fund XVI Limited Partnership PN
Equity Resource Fund XVII Limited Partnership PN
James E. Brooks IN
Mark S. Thompson IN
Eggert Dagbjartsson IN
<PAGE>
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Angeles Partners XII, a California limited partnership with its principal
executive office at One Insignia Financial Plaza, P.O. Box 1089, Greenville,
South Carolina 29602.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Equity Resource
Cambridge Fund Limited Partnership, Equity Resource Bay Fund Limited
Partnership, 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, James E. Brooks, Mark S. Thompson, and Eggert Dagbjartsson
(collectively, the "Reporting Persons"). Equity Resources Group, Incorporated,
James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson are the general
partners of Equity Resource Cambridge Fund Limited Partnership and Equity
Resource Bay Fund Limited Partnership. 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,
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,
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.
<PAGE>
(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.
Item 3. Source and Amount of Funds or Other Consideration.
Equity Resource Cambridge Fund Limited Partnership, Equity Resource Bay
Fund Limited Partnership, 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 $264,500 cash. The source of such funds was the working capital of these
respective limited partnerships.
Item 4. Purpose of Transaction.
Equity Resource Cambridge Fund Limited Partnership, Equity Resource Bay
Fund Limited Partnership, 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 Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, in their capacities as general partners of
each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource Bay
Fund Limited Partnership, 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 2,116 Units,
representing 4.73% of the Units presently outstanding (the percentages reported
in Item 13 do not cumulate to 4.73% because of rounding done pursuant to the
instructions to Schedule 13D).
(b) Equity Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, in their capacities as general partners of
each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource Bay
Fund Limited Partnership, 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 2,116 Units referred to in
Item 5(a). See Item 2 above for other required information.
(c) Not applicable.
<PAGE>
(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.
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)
EQUITY RESOURCES GROUP,
INCORPORATED
By:/s/Eggert Dagbjartsson /s/James E. Brooks
------------------------------ --------------------------------
Eggert Dagbjartsson James E. Brooks, individually
Executive Vice President
/s/Eggert Dagbjartsson
--------------------------------
EQUITY RESOURCE CAMBRIDGE FUND Eggert Dagbjartsson, individually
LIMITED PARTNERSHIP
/s/Mark S. Thompson
--------------------------------
By: EQUITY RESOURCES GROUP, Mark S. Thompson, individually
INCORPORATED, as general partner
By:/s/ Eggert Dagbjartsson
--------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE BAY FUND LIMITED
PARTNERSHIP
By:/s/Eggert Dagbjartsson
------------------------------
Eggert Dagbjartsson, as general partner
<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
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, James E. Brooks,
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 2,116 units (the "Units") of limited partnership
interest in Angeles Partners XII Limited Partnership, a California limited
partnership, held by Equity Resource Cambridge Fund Limited Partnership, Equity
Resource Bay Fund Limited Partnership, Equity Resource Fund XV Limited
Partnership, Equity Resource Fund XVI Limited Partnership, and Equity Resource
Fund XVII Limited Partnership, respectively, Equity Resources Group,
Incorporated, James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson may be
required to file by reason of their being the general partners of each of
Equity Resource Cambridge Fund Limited Partnership, Equity Resource Bay Fund
Limited Partnership, 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,
INCORPORATED /s/James E. Brooks
-----------------------------------
James E. Brooks, individually
By:/s/ Eggert Dagbjartsson /s/ Eggert Dagbjartsson
------------------------------ -----------------------------------
Eggert Dagbjartsson Eggert Dagbjartsson, individually
Executive Vice President
/s/Mark S. Thompson
-----------------------------------
Mark S. Thompson, individually
<PAGE>
EQUITY RESOURCE CAMBRIDGE FUND
LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By:/s/ Eggert Dagbjartsson
--------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE BAY FUND LIMITED
PARTNERSHIP
By:/s/Eggert Dagbjartsson
------------------------------
Eggert Dagbjartsson, as general partner
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
