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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
New England Realty Associates Limited Partnership
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(Name of Issuer)
Depositary Receipts
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(Title of Class of Securities)
644206104
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(CUSIP Number)
NERA 1994 Irrevocable Trust, c/o Luci Daley Vincent, Trustee
Lane, Altman & Owens, 101 Federal Street, Boston, MA 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1999
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(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 of 5 Pages
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CUSIP No.644206104 13D Pages 2 of 5 Pages
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NERA 1994 Irrevocable Trust
Tax Payer I.D. Number 04-6772424
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
N/A
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(4) Source of Funds*
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
U.S.
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(6) Citizenship or Place of Organization
N/A
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 98,394
Person With ------------------------------------------
(8) Shared Voting
Power
0
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(9) Sole Dispositive
Power
98,394
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(10) Shared Dispositive
Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,394
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
0/0
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(14) Type of Reporting Person*
00
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No.644206104 13D Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
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Depository Receipts
New England Realty Associates Limited Partnership (the "Partnership"),
a real estate management company, 39 Brighton Ave., Allston, MA 02134
ITEM 2. IDENTITY AND BACKGROUND
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(a) Luci Daley Vincent, Trustee
(b) c/o Lane, Altman & Owens, 101 Federal Street,
Boston, MA 02110
(c) Attorney, Lane, Altman & Owens, 101 Federal Street,
Boston, MA 02110
(d) None
(e) None
(f) U.S.A.
(a) Robert Somma, Trustee
(b) c/o Goldstein & Manello, P.C., 265 Franklin Street,
Boston, MA 02110
(c) Attorney, Goldstein & Manello, P.C., 265 Franklin Street,
Boston, MA 02110
(d) None
(e) None
(f) U.S.A.
Name: NERA 1994 Irrevocable Trust
Place of Organization: N/A
Principal Business: N/A
Address: c/o Lane, Altman & Owens, 101 Federal Street,
Boston, MA 02110
(d) None
(e) None
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The 61,094 Depository Receipts of the Partnership reported were
previously gifted to the Trust on December 29, 1994, by a director
and the Treasurer of the General Partner of the Partnership. On
October 28, 1999, Mr. Brown transferred, without consideration
therefore, an additional 37,300 Depositary Receipts to the NERA
1994 Irrevocable Trust (the "Trust"), a grantor trust established
by Mr. Brown. Luci Daley Vincent and Robert Somma are the trustees
of the Trust, and the beneficiaries of the Trust are the Amended
and Restated Brown Pruitt Trust and the Amended and Restated Brown
Oliver Trust, trusts for the benefit of children of Mr. Brown.
During his lifetime, Mr. Brown is entitled to receive the income
from the Trust and has the right to reacquire the Depositary
Receipts held by the Trust provided that substitute assets are
transferred to the Trust.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Mr. Brown transferred the 37,300 Depositary Receipts to the Trust
in connection with his personal estate planning. Mr. Brown has at
various times since October, 1998 purchased Depositary Receipts on
the open market, and Mr. Brown may continue to purchase Depositary
Receipts on the open market or otherwise and may transfer any or
all of the Depositary Receipts so acquired to the Trust. While the
Trust has no present intention to acquire additional Depositary
Receipts other than through such transfers by Mr. Brown or to
dispose of any Depositary Receipts, the Trust may from time to
time acquire or dispose of Depositary Receipts on the open market
or otherwise. In addition, Mr. Brown has the right to reacquire
the Depositary Receipts held by the Trust provided that the
substitute assets are transferred to the Trust.
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CUSIP No.644206104 13D Page 4 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Pursuant to their gift hereby reported, the Trust
beneficially will own 98,394 Depositary Receipts,
representing approximately 9.0% of the outstanding
Depositary Receipts. Luci Daley Vincent, Trustee, and
Robert Somma, Trustee, share voting and dispositive
power over the Depositary Receipts held by the Trust,
subject to the provisions of the Trust, and thus may
each be deemed to beneficially own the 98,394
Depositary Receipts held by the Trust. This report
shall not be deemed an admission for purposes of
Section 13 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder or for any other
purpose that Luci Daley Vincent, Trustee, and Robert
Somma, Trustee, are the beneficial owners of the
Depositary Receipts held by the Trust.
(b) Luci Daley Vincent, Trustee and Robert Somma, Trustee,
each share voting and dispositive power over the
Depositary Receipts held by the Trust, subject to the
provisions of the Trust.
(c) See Item 3 above.
(d) During his lifetime, Harold Brown is entitled to receive
the income from the Trust and has the right to reacquire
the Depositary Receipts held by the Trust provided that
substitute assets are transferred to the Trust. See
Exhibit 1 hereto, which is incorporated herein by
reference.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
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Under the terms of the Trust, Luci Daley Vincent and Robert Somma
are the trustees of the Trust and share voting and dispositive
power over the Depositary Receipts held by the Trust. During his
lifetime, Harold Brown is entitled to receive the income from the
Trust and has the right to reacquire the Depositary Receipts held
by the Trust provided that substitute assets are transferred to
the Trust. See Exhibit 1 hereto, which is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1. NERA 1994 Irrevocable Trust dated as of
December 8, 1994.
Exhibit 2. Agreement dated as of January 6, 1995, by
and between the NERA 1994 Irrevocable Trust,
Luci Daley Vincent, Trustee, and Robert
Somma, Trustee.
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CUSIP No. 644206104 13D Page 5 of 5 Pages
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SIGNATURE
After reasonably 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.
NERA 1994 IRREVOCABLE TRUST
Dated: November 10, 1999 By: /s/ Luci Daley Vincent
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Luci Daley Vincent
Trustee
Dated: November 10, 1999 /s/ Luci Daley Vincent
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Luci Daley Vincent, Trustee
Dated: November 10, 1999 /s/ Robert Somma
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Robert Somma, Trustee
