SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Winthrop Growth Investor I 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)
June 1, 1999
(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.
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*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))
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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 Boston Fund Limited Partnership I.R.S.#04-3430288
Equity Resource General Fund Limited Partnership I.R.S.# 04-3012717
Equity Resource Fund XV Limited Partnership I.R.S.# 04-3182947
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 $275,914.00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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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 Boston Fund Limited Partnership is a Massachusetts limited partnership.
Equity Resource General Fund Limited Partnership is a Massachusetts limited partnership.
Equity Resource Fund XV 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.
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<PAGE>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
28 Units are held by Equity Resource Cambridge Fund Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated, James E. Books, 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.
445 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which Eggert Dagbjartsson and Mark
S. Thompson are the general partners (the "Boston Fund General Partners").
Voting power with respect to such Units is shared by the Boston Fund
General Partners as reporting persons in their capacities as general
partners of such limited partnership.
40 Units are held by Equity Resource General 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 "General Fund General Partners"). Voting
power with respect to such Units is shared by the General Fund General
Partners as reporting persons in their capacities as general partners of
such limited partnership.
20 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.
1,050.75 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.
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9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
28 Units are held by Equity Resource Cambridge Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Cambridge Fund Limited Partners as reporting
persons in their capacities as general partners of such limited
partnership.
445 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Boston Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
40 Units are held by Equity Resource General Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the General Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
20 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.
1,050.75 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
28 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.
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445 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
40 Units are held by Equity Resource General 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.
20 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.
1,050.75 Units are held by 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 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.
1.9% are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
.2% are held by Equity Resource General 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.
4.5% 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.
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Equity Resources Group, Incorporated CO
Equity Resource Cambridge Fund Limited Partnership PN
Equity Resource Boston Fund Limited Partnership PN
Equity Resource General Fund Limited Partnership PN
Equity Resource Fund XV Limited Partnership PN
Equity Resource Fund XVII Limited Partnership PN
James E. Brooks IN
Mark S. Thompson IN
Eggert Dagbjartsson IN
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Winthrop Growth Investors I Limited Partnership, a Massachusetts limited
partnership with its principal executive office at 1873 South Bellaire Street,
17th Floor, Denver, Colorado 80222.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Equity Resource
Cambridge Fund Limited Partnership, Equity Resource Boston Fund Limited
Partnership, Equity Resource General Fund Limited Partnership, Equity Resource
Fund XV 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, Eggert Dagbjartsson and Mark S. Thompson are the general
partners of Equity Resource Cambridge Fund Limited Partnership, James E.
Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners of
Equity Resource General Fund Limited Partnership. Eggert Dagbjartsson and Mark
S. Thompson are the general partners of Equity Resource Boston Fund Limited
Partnership. Equity Resources Group, Incorporated and Mark S. Thompson are the
general partners of Equity Resource Fund XV 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.
<PAGE>
(b) The business address of each of Equity Resource Cambridge Fund limited
partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership,
Equity Resource Fund XVII Limited Partnership, Equity Resources Group,
Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson 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 has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of the Reporting Persons 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.
Item 3. Source and Amount of Funds or Other Consideration.
Equity Resource Cambridge Fund Limited Partnership, Equity Resource Boston
Fund Limited Partnership, Equity Resource General Fund Limited Partnership,
Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII
Limited Partnership purchased the Units hereby reported for an aggregate of
$275,914.00 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 Boston
Fund Limited Partnership, Equity Resource General Fund Limited Partnership,
Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XVII
Limited Partnership acquired the Units for investment purposes and none of such
limited partnerships, or any of the reporting persons, has any present plans or
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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
Boston Fund Limited Partnership, Equity Resource General Fund Limited
Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource
Fund XVII Limited Partnership, beneficially own an aggregate of 1,583.75 Units,
representing 6.84% of the Units presently outstanding (the percentages reported
in Item 13 do not cumulate to 6.84% 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
Boston Fund Limited Partnership, Equity Resource Fund XV Limited Partnership,
and Equity Resource Fund XVII Limited Partnership, share the power to vote or
direct the vote and to dispose of or direct the disposition of all of the
1,583.75 Units referred to in Item 5(a). See Item 2 above for other required
information.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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 July 5, 1999, between each of the
Reporting Persons with respect to the filing of this statement on
Schedule 13D.
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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.
July 5, 1999 July 5, 1999
(Date) (Date)
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Dagbjartsson /s/ James E. Brooks
----------------------------- -----------------------------
Eggert Dagbjartsson James E. Brooks, individually
Executive Vice President
EQUITY RESOURCE CAMBRIDGE FUND /s/ Eggert Dagbjartsson
LIMITED PARTNERSHIP -----------------------------
Eggert Dagbjartsson, individually
By: /s/ Eggert Dagbjartsson
----------------------------- /s/ Mark S. Thompson
Eggert Dagbjartsson, as general partner -----------------------------
Mark S. Thompson, individually
EQUITY RESOURCE GENERAL FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE BOSTON FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
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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 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 July 5, 1999, 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 1,583.75 units (the "Units") of limited partnership
interest in Winthrop Growth Investors I Limited Partnership, a Massachusetts
limited partnership, held by Equity Resource Cambridge Fund Limited
Partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XV Limited Partnership,
and Equity Resource Fund XVII Limited Partnership. 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 Boston Fund
Limited Partnership, Equity Resource General Fund Limited Partnership, Equity
Resource Fund XV 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
By: /s/ Eggert Dagbjartsson /s/ James E. Brooks
----------------------------- -----------------------------
Eggert Dagbjartsson James E. Brooks, Individually
Executive Vice President
/s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, individually
/s/ Mark S. Thompson
-----------------------------
Mark S. Thompson, individually
<PAGE>
EQUITY RESOURCE CAMBRIDGE FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE GENERAL FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE BOSTON 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 XVII LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson
Executive Vice President
