SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Drexel Burnham Lambert III 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)
April 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>
CUSIP NO. Not Applicable
1. NAMES AND IDENTIFICATION NO. OF REPORTING PERSONS:
Equity Resources Group, Incorporated I.R.S.# 04-2723870
Equity Resource Fund XVII Limited Partnership I.R.S.#04-3274114
Equity Resources Fund XX Limited Partnership I.R.S.#04-3336435
Eggert Dagbjartsson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC $287,025
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 XVII Limited Partnership is a Massachusetts limited
partnership.
Equity Resource Fund XX Limited Partnership is a Massachusetts limited
partnership.
Eggert Dagbjartsson is a United States citizen.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
972 Units are held by Equity Resource Fund XX Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated is the general partner (the "Fund XX General Partner").
<PAGE>
CUSIP NO. Not Applicable
8. SHARED VOTING POWER
2,855 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
972 Units are held by Equity Resource Fund XX 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.
See Item 2 below for other required information.
10. SHARED DISPOSITIVE POWER
2,855 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
972 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.
2,855 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) ( )
<PAGE>
CUSIP No. Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% 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.
4.8% 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 XX Limited Partnership PN
Equity Resource Fund XVII Limited Partnership PN
Eggert Dagbjartsson: IN
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Drexel, Burnham, Lambert III Limited Partnership, a New York limited
partnership with its principal executive office at One Insignia Financial
Plaza, P.O. Box 1089, Greenville, SC 29602
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Equity Resource
Fund XX Limited Partnership, Equity Resource Fund XVII Limited Partnership (the
"Limited Partnerships"), Equity Resources Group, Incorporated, a Massachusetts
corporation, and Eggert Dagbjartsson, respectively (collectively, the
"Reporting Persons"). Equity Resources Group, Incorporated, the general partner
of Equity Resource Fund XX 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 each 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 Equity Resources Group, Incorporated,
Equity Resource Fund XVII Limited Partnership, Equity Resource Fund XX, Eggert
Dagbjartsson and Mark S. Thompson, respectively, is 14 Story Street, Cambridge,
Massachusetts 02138.
<PAGE>
CUSIP No. Not Applicable
(c) Each of Equity Resource Fund XVII 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 XVII Limited Partnership, Equity Resource
Fund XX, Eggert Dagbjartsson 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 XVII Limited Partnership, Equity Resource
Fund XX, Eggert Dagbjartsson 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 the Equity Resource Fund XVII Limited Partnership and Equity
Resource Fund XX Limited Partnership are Massachusetts Limited partnerships.
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 XX Limited Partnership and Equity Resource Fund XVII
Limited Partnership, collectively, purchased the Units hereby reported for an
aggregate of $287,025 cash. The source of such funds was the working capital of
these respective limited partnerships.
Item 4. Purpose of Transaction.
Equity Resource Fund XX 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.
<PAGE>
CUSIP No. Not Applicable
Item 5. Interest in Securities of the Issuer.
(a) Equity Resources Group, Incorporated, and Eggert Dagbjartsson, in
their capacities as general partners of Equity Resource Fund XX Limited
Partnership and Equity Resource Fund XVII Limited Partnership, beneficially own
an aggregate of 2,759 Units, representing 6.2% of the Units presently
outstanding (the percentages reported in Item 13 do not cumulate to 6.2%
because of rounding done pursuant to the instructions to Schedule 13D).
(b) 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 972
Units. Equity Resources Group, Incorporated and Eggert Dagbjartsson, in their
capacities as general partners of 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 2,855 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 April 1, 1997, between each of
the Reporting Persons with respect to the filing of this statement
on Schedule 13D.
<PAGE>
CUSIP No. Not Applicable
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.
April 1, 1997 April 1, 1997
(Date) (Date)
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Dagbjartsson /s/ Eggert Dagbjartsson
------------------------ ------------------------
Eggert Dagbjartsson Eggert Dagbjartsson, individually
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
EQUITY RESOURCE BAY FUND LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
------------------------
Eggert Dagbjartsson
Executive Vice President
<PAGE>
CUSIP No. Not Applicable
EXHIBIT 7.1
AGREEMENT
This Agreement dated as of April 1, 1997, is by and among Equity
Resources Group, Incorporated, a Massachusetts corporation, Eggert
Dagbjartsson, 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 3,827 units (the "Units") of limited partnership
interest in Drexel Burnham Lambert III Limited Partnership, a New York
limited partnership, Equity Resource Fund XX Limited Partnership and Equity
Resource Fund XVII Limited Partnership, respectively, Equity Resources Group,
Incorporated and Eggert Dagbjartsson may be required to file by reason of their
being the general partners of each of Equity Resource Fund XX 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
------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE FUND XX LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Mark S. Thompson /s/ Eggert Dagbjartsson
--------------------- ------------------------
Mark S. Thompson Eggert Dagbjartsson, individually
President
<PAGE>
CUSIP No. Not Applicabe
EQUITY RESOURCE FUND XVII LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
------------------------
Mark S. Thompson
Executive Vice President
