SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Drexel Burnham Lambert II Limited Partnership
Real Estate Associates II
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.
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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 Fund XVIII Limited Partnership I.R.S.# 04-3297814
Equity Resources Fund XX Limited Partnership I.R.S.# 04-3336435
Mark S. Thompson
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 $78,530
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 XVIII Limited Partnership is a Massachusetts
limited partnership.
Equity Resource Fund XX Limited Partnership is a Massachusetts
limited partnership.
Mark S. Thompson is a United States citizen.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
164 Units are held by Equity Resource Fund XX Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated is the sole general partner (the "Fund XX General Partner").
The Fund XX General Partner as a reporting person in its capacity as
general partner of such limited partnership has sole voting power with
respect to such Units.
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8. SHARED VOTING POWER
1818 Units are held by Equity Resource Fund XVIII Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated and Mark S. Thompson are the general partners (the "Fund
XVIII General Partners"). Voting power with respect to such Units is
shared by the Fund XVIII 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
164 Units are held by Equity Resource Fund XX Limited Partnership, a
Massachusetts limited partnership. The Fund XX General Partner as a
reporting person in its capacity as general partner of such limited
partnership has sole dispositive power with respect to such Units.
See Item 2 below for other required information.
10. SHARED DISPOSITIVE POWER
1818 Units are held by Equity Resource Fund XVIII Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Fund XVIII 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
1818 Units are held by Equity Resource Fund XVIII Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
164 Units are held by Equity Resource Fund XX Limited Partnership, a
Massachusetts limited partnership, of which the reporting person Equity
Resources Group, Incorporated is the general partner.
See Item 2 below for other required information.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(SEE INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% are held by Equity Resource Fund XVIII Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
.4% are held by Equity Resource Fund XX Limited Partnership, a
Massachusetts limited partnership, of which the reporting person Equity
Resources Group, Incorporated is the general partner.
See Item 2 below for other required information.
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Equity Resources Group, Incorporated CO
Equity Resource Fund XX Limited Partnership PN
Equity Resource Fund XVIII Limited Partnership PN
Mark S. Thompson IN
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Drexel Burnham Lambert Real Estate Associates II Limited Partnership, a New
York 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
Fund XVIII Limited Partnership, Equity Resource Fund XX Limited Partnership
(the "Limited Partnerships"), Equity Resources Group, Incorporated, a
Massachusetts corporation, and Mark S. Thompson (collectively, the "Reporting
Persons"). Equity Resources Group, Incorporated and Mark S. Thompson are the
general partners of Equity Resource Fund XVIII Limited Partnership. Equity
Resources Group, Incorporated is the sole general partner of Equity Resource
Fund XX Limited Partnership. This statement on Schedule 13D is filed on behalf
of each such reporting person. 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 Equity Resources Group, Incorporated,
Equity Resource Fund XVIII Limited Partnership, Equity Resource Fund XX Limited
Partnership and Mark S. Thompson, respectively, is 14 Story Street, Cambridge,
Massachusetts 02138.
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(c) Each of Equity Resource Fund XVIII Limited Partnership and Equity
Resource Fund XX Limited Partnership 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 Equity Resources Group,
Incorporated, Equity Resource Fund XVIII Limited Partnership, Equity Resource
Fund XX Limited Partnership, Eggert Dagbjartsson, James E. Brooks and Mark S.
Thompson, respectively, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of Equity Resources Group,
Incorporated, Equity Resource Fund XVIII Limited Partnership, Equity Resource
Fund XX Limited Partnership, Eggert Dagbjartsson, James E. Brooks and Mark S.
Thompson, 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 Equity Resource Fund XVIII Limited Partnership and Equity
Resource Fund XX Limited Partnership 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 Fund XVIII Limited Partnership and Equity Resource Fund
XX Limited Partnership, collectively, purchased the Units hereby reported for
an aggregate of $78,530 cash. The source of such funds was the working capital
of these respective limited partnerships.
Item 4. Purpose of Transaction.
Equity Resource Fund XVIII Limited Partnership and Equity Resource Fund
XX 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.
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Item 5. Interest in Securities of the Issuer.
(a) Equity Resources Group, Incorporated and Mark S. Thompson, in their
capacities as general partners of Equity Resource Fund XVIII Limited
Partnership and Equity Resource Fund XX Limited Partnership, beneficially own
an aggregate of 1,982 Units, representing 5.32% of the Units presently
outstanding (the percentages reported in Item 13 do not cumulate to 5.32%
because of rounding done pursuant to the instructions to Schedule 13D).
(b) Equity Resources Group, Incorporated and Mark S. Thompson, in their
capacities as general partners of Equity Resource Fund XVIII Limited
Partnership, respectively, share the power to vote or direct the vote and to
dispose of or direct the disposition of 1818 Units. Equity Resources Group,
Incorporated, in its capacity as general partner of Equity Resource Fund XX
Limited Partnership, has the sole power to vote or direct the vote and to
dispose of or direct the disposition of 164 Units. 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 October 1, 1997, 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.
October 1, 1997 October 1, 1997
(Date) (Date)
EQUITY RESOURCES GROUP,
INCORPORATED
By:/s/Eggert Dagbjartsson /s/Mark S. Thompson
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Eggert Dagbjartsson Mark S. Thompson, individually
Executive Vice President
EQUITY RESOURCE FUND XIII
LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By:/s/Eggert Dagbjartsson
--------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE FUND XX
LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By:/s/Eggert Dagbjartsson
--------------------------
Eggert Dagbjartsson
Executive Vice President
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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,
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 1,982 units (the "Units") of limited partnership
interest in Drexel Burnham Lambert Real Estate Associates II Limited
Partnership, a New York limited partnership, held by Equity Resource Fund
XVIII Limited Partnership and Equity Resource Fund XX Limited Partnership,
respectively. Equity Resources Group, Incorporated and Mark S. Thompson may
be required to file by reason of their being the general partners of each of
Equity Resource Fund XVIII Limited Partnership and Equity Resource Fund XX
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/Mark S. Thompson
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Eggert Dagbjartsson Mark S. Thompson, individually
Executive Vice President
EQUITY RESOURCE FUND XVIII LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By:/s/Mark S. Thompson
--------------------------
Mark S. Thompson
Executive Vice President
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EQUITY RESOURCE FUND XX LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By:/s/Mark S. Thompson
--------------------------
Mark S. Thompson
President
