S-2 Clause Samples

S-2. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OFFER TO PURCHASE AETNA REAL ESTATE ASSOCIATES, L.P. UNITS FOR $12.50 CASH PER UNIT ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- OAK IS NOT AN AFFILIATE OF THE GENERAL PARTNERS OR OF THE PARTNERSHIP. OAK'S OFFER Oak is offering to purchase your Units in the Partnership (as the term "Unit" is defined in the Partnership Agreement of Aetna Real Estate Associates, L.P. ("Partnership") for $12.50 cash per Unit, which amount will be reduced by any cash dividends or other distributions declared or paid from any source, by the Partnership after July 31, 1998, without regard to the record date or whether such dividends or other distributions are classified as a return on, or a return of, capital. THE OFFER IS FOR 2,500,000 UNITS, REPRESENTING APPROXIMATELY 19.6 PERCENT OF THE UNITS OUTSTANDING AS OF THE DATE OF THE OFFER. THE OFFER TO PURCHASE IS NOT CONDITIONED UPON THE VALID TENDER OF ANY MINIMUM NUMBER OF UNITS. IF MORE THAN 2,500,000 UNITS ARE VALIDLY TENDERED TO OAK, WE WILL ACCEPT UP TO 2,500,000 UNITS, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS IN THE OFFER. SPECIAL FACTORS Before selling your Units to Oak, please consider the following: - In the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 (the"1997 10-K") the Partnership stated: (1) cash distributions from rental and interest income (2) capital appreciation; and (3) preservation and protection of capital. In light of the relatively strong national real estate and capital markets, the General Partners are actively reviewing the potential sale of Properties. Any change in the length of a property's ownership period from that currently anticipated, could affect the real estate and leasing strategy to be followed at such property, which could alter the level of capital expenditures to be invested in the properties. These changes could affect the level of cash flow received by the Partnership, which might affect the level of quarterly cash distributions to Recognized Owners.

S-2. PREAMBLE

S-2. 16(a) Tax Matters.........................................................................................S 2.16(e) Review of Tax Returns...............................................................................S 2.18

S-2. 8. Events of Default.....................................................................................21 S 2.9. Acceleration..........................................................................................23 S 2.10. Mergers and Consolidations............................................................................23 S 2.11. Supplemental Indentures...............................................................................23 S 2.12. Covenants.............................................................................................24 S 2.13. Defeasance and Covenant Defeasance....................................................................27 S 2.14. Subordination.........................................................................................27

S-2. 5. U.S. Depository and Paying Agent for Notes............................................................17 S 2.6. Transfer and Exchange of Notes........................................................................17 S 2.7. Repurchase at the Option of Holders...................................................................19

S-2. 2 Stock Record Books, Stockholders - Capital Stock..........................................S 2.3 Minute Books, Officers and Directors......................................................S 2.7 Violations, Notices and Consents..........................................................S 2.8(a)(i) Financial Statements......................................................................S 2.8(a)(ii) Assets Not Transferred....................................................................S 2.8(b) Postclosing Indebtedness..................................................................S 2.9

S-2. SUMMARY TERM SHEET Equity Resource Lexington Fund, a Massachusetts limited partnership ("Lexington Fund") is offering to purchase 7,500 units ("Units") of limited partnership interests in Boston Financial Apartment Associates L.P., a Delaware limited partnership (the "Partnership") for $25.00 per Unit, net to the seller in cash, less the amount of any distributions declared or paid from any source by the Partnership with respect to the Units after March 5, 2001, and less any transfer fee charged by the general partner of the Partnership. The following are some questions you, as a Limited Partner, may have, and the answers to those questions. We urge you to read carefully the remainder of this Offer to Purchase and the accompanying documents because the information in this summary is not complete, and additional information is contained in the remainder of this Offer to Purchase. WHO IS OFFERING TO BUY MY UNITS? Lexington Fund is offering to purchase 7,500 Units. Lexington Fund is a Massachusetts Limited Partnership whose manager is Equity Resources Group, Inc., a Massachusetts corporation which is engaged in real estate investment and consulting. See "THE OFFER--Section 12--Certain Information Concerning the Purchaser." WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? Lexington Fund is seeking to purchase 7,500 Units of limited partnership interests in the Partnership. This represents 34.2% of the Partnership's outstanding units. See "INTRODUCTION." HOW MUCH ARE YOU OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO PAY FEES OR COMMISSIONS? Lexington Fund is offering to pay $25.00 per Unit, net to you less the amount of any distributions declared or paid from any source by the Partnership with respect to your Units after March 5, 2001 and less any transfer fee charged by the general partner of the Partnership. The transfer fee charged by the general partner is $10 per unit with a minimum fee of $75 per transaction (not per unit). If you tender your Units in the offer, you will not have to pay any brokerage fees, commissions or similar expenses. See "INTRODUCTION." DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? The Purchaser expects that approximately $187,500 (exclusive of fees and expenses) will be required to purchase 7,500 Units, if tendered. The Purchaser will obtain those funds from capital contributions from its members, which have an aggregate net worth substantially in excess of the amount req...

S-2. 24 Significant Customers and Suppliers..........................S 2.25 Permits......................................................S 2.26 Utilities....................................................S 2.27 Improper and Other Payments..................................S 8.3 Material Adverse Change......................................S 8.3(b) Employees....................................................S EXHIBIT RESPONSIBILITY ------- --------------

S-2. 11) Section 4 Living in your home Our responsibilities 4.a (3.1)