CSR

0001351474-06-000029.txt : 20060510 0001351474-06-000029.hdr.sgml : 20060510 20060510110649 ACCESSION NUMBER: 0001351474-06-000029 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LP II CENTRAL INDEX KEY: 0000830997 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 043002607 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80085 FILM NUMBER: 06824034 BUSINESS ADDRESS: STREET 1: 101 ARCH ST STREET 2: 16TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110-1106 BUSINESS PHONE: 6174393911 MAIL ADDRESS: STREET 2: 101 ARCH STREET 16TH FLOOR CITY: BOSTON STATE: MA ZIP: 021101106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Paco Development, L.L.C. CENTRAL INDEX KEY: 0001351474 IRS NUMBER: 050578540 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 816-877-0892 MAIL ADDRESS: STREET 1: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 SC TO-T/A 1 schedule-tota_051006.htm SCHEDULE TO-T/A 05-10-06 CSR

Securities and Exchange Commission

Washington, DC 20549

Schedule TO-T/A

Tender offer statement under section 14(d)(1) OR 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

Boston Financial Qualified Housing Tax Credits L.P. II

(Name of Subject Company(issuer))

Paco Development, L.L.C. (offeror)

SLCas, L.L.C. (other person)

(Names of Filing Persons (identifying status as

offeror, issuer or other person))

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Lathrop & Gage L.C.

Attn: Scott M. Herpich

2345 Grand Boulevard

Suite 2400

Kansas City, Missouri 64108

Telephone (816) 292-2000

(Name, address and telephone number of person

authorized to receive notices and communications

on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$214,500	$42.90

* Calculated as the product of the Units on which the Offer is made and the gross cash price per Unit.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	Amount previously paid:	$42.90		Filing party:	Paco Development, L.L.C.
	Form or registration no.:	SC TO-T		Date filed:	March 3, 2006

[ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on March 3, 2006, and amended on March 31, 2006, April 6, 2006, April 7, 2006, and April 21, 2006, by Paco Development, L.L.C., a Missouri limited liability company (the “Purchaser”), relating to an offer (the “Offer”) by the Purchaser to purchase up to 3,300 Units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. II, a Delaware limited partnership (the “Partnership”) at a cash purchase price of $65 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined below)) per Unit, if any, made to Unit holders by the Partnership after the date of the Offer, and less any transfer fees imposed by the Partnership for each transfer (the Purchaser believes the Partnership is currently charging $150 per trade) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2006, as it may be supplemented or amended from time to time (the “Offer to Purchase”), and the related Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended from time to time (the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”), copies of which were filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Letter to Unit Holders

On May 9, 2006, the Partnership mailed a letter to the Unit holders that tendered Units in response to the Offer. A copy of that letter is attached to this Amendment as Exhibit (a)(1)(vi).

Item 12 Exhibits

(a)(1)(vi) Letter to Unit Holders, dated May 9, 2006.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 9, 2006.

	PACO DEVELOPMENT, L.L.C., a Missouri limited
	liability company

	By: /s/ DeAnn Duffield, Manager
		DeAnn Duffield, Manager

	SLCas, L.L.C.

	By: /s/ DeAnn Duffield, Manager
		DeAnn Duffield, Manager

EX-99.1 2 exh991_051006.htm EXHIBIT 99.1 ITEM 12 EXHIBITS (A)(1)(VI) LETTER TO UNIT HOLDERS Exhibit 99.1 Item 12 Exhibits (a)(1)(vi) Letter to Unit Holders

PACO DEVELOPMENT, L.L.C._____________________________________________________________

P. O. Box 34729 ~ North Kansas City, MO 64116 ~ (816) 877-0892

May 9, 2006

TO: Tendering Limited Partners in Boston Financial Qualified Housing Tax Credits L.P. II

We are writing regarding the Offer to Purchase and related Agreement of Transfer and Letter of Transmittal dated March 10, 2006 (the "Offer"), which was made by Paco Development, L.L.C. (“us”, “we” or "Purchaser"), and expired at 5:00 p.m. on April 17, 2006. The Purchaser offered to purchase Units of limited partnership interest (the "Units") in Boston Financial Qualified Housing Tax Credits L.P. II (the "Partnership"), and our records indicate that you tendered some or all of your Units in response to the Offer.

Partnership Distribution

As previously reported to you, according to the Form 8-K filed by the Partnership on March 24, 2006, the Partnership is making (and may have already made) a distribution to all of its limited partners of $5,820,000, or $97.00 per unit (the "Distribution").

Effect on Your Tendered Units

As set forth in the section of the Offer to Purchase entitled "ACCEPTANCE FOR PAYMENT AND PAYMENT OF PURCHASE PRICE", if the Distribution is paid to directly to you, the Purchaser will deduct the Distribution from your proceeds. Because the Offer price is less than the amount of the Distribution, however, you will not receive any net proceeds from the Purchaser with respect to the Offer. For example, if you tendered 500 Units, you would have been entitled to receive $65 per Unit tendered ($32,500), LESS the maximum transfer fee of $250, which would yield net proceeds of $32,250, LESS the Distribution of $97 per Unit ($48,500), which would yield total net proceeds of the negative amount of $16,250. The Purchaser will not seek payment from tendering Unit holders of the difference between the Distribution and the Offer price or the transfer fee.

Extended Right of Withdrawal

The Offer expired at 5:00 p.m., Kansas City time, on April 17, 2006. Because of the Distribution, however, the Purchaser will accept written notice of withdrawal, submitted in accordance with the Offer to Purchase, at any time before 5:00 p.m. Kansas City time on May 24, 2006, from Unit holders that have already tendered their Units.

Very truly yours,

Paco Development, L.L.C.