-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYGQ2zaqG61SQbHW5uz4J2uMeMQgXsJNquTsuBLcEsBt792D821m8rwmZC51ivhz SV30pkFMplDTN9CAD+yibQ== 0001144204-07-056642.txt : 20071026 0001144204-07-056642.hdr.sgml : 20071026 20071026172930 ACCESSION NUMBER: 0001144204-07-056642 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071026 DATE AS OF CHANGE: 20071026 EFFECTIVENESS DATE: 20071026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L P IV CENTRAL INDEX KEY: 0000845035 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 043044617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19765 FILM NUMBER: 071194553 BUSINESS ADDRESS: STREET 1: 101 ARCH ST 16TH FLR CITY: BOSTON STATE: MA ZIP: 02110-1106 BUSINESS PHONE: 6174393911 MAIL ADDRESS: STREET 2: 101 ARCH STREET 16TH FL CITY: BOSTON STATE: MA ZIP: 021101106 DEFA14A 1 v091563_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 

 
Date of Report (date of earliest event reported): October 26, 2007
 
Boston Financial Qualified Housing Tax Credits L.P. IV, A Limited Partnership
(Exact name of registrant as specified in its charter)
 
Massachusetts
(State or other jurisdiction
of incorporation)
 
0-19765
(Commission
File Number)
 
04-3044617
(IRS Employer
Identification No.)
 
101 Arch Street
Boston, Massachusetts 02110-1106
(Address of principal executive offices)(Zip Code)
 
Registrant's telephone number, including area code: (617) 439-3911
 
 
 

 

 
 
 
 
o 
 
Written communications pursuant to Rule 425 under the Securities Act
ý 
 
Soliciting material pursuant to Rule 14a-12 of the Exchange Act
o 
 
Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
o 
 
Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act
 


 
Item 8.01. Other Events
 

On October 26, 2007, Boston Financial Qualified Housing Tax Credits L.P. IV, a Massachusetts limited partnership (the “Partnership”), mailed a letter to all of its limited partners which, among other things, discusses the Partnership’s views with respect to a tender offer being conducted by a limited partner of the Partnership. A copy of the letter is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
 
The Partnership is also in the process of making a distribution of $226.00 per unit to each holder of Partnership units. The form of letter that the Partnership is sending with such distribution is being filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference in its entirety.
 



Section 9 - Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 

(c)
Exhibits
     
 
 
Number
 
     
 
99.1
Letter to limited partners dated October 26, 2007 (regarding tender offer).
 
99.2
Letter to limited partners dated October 26, 2007 (regarding distribution).
 


 
SIGNATURES
 
 
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV, A LIMITED PARTNERSHIP
(Registrant)
 
By:     Arch Street VIII, Inc., its Managing General Partner
 
Date: October 26, 2007
 
 
 
By: :
 
 
 
/s/ Michael H. Gladstone

Michael H. Gladstone
Vice President and Clerk
 
 


Exhibit Index


Exhibit
Number
 
Exhibit Name
 
     
99.1
Letter to limited partners dated October 26, 2007 (regarding tender offer).
 
99.2
Letter to limited partners dated October 26, 2007 (regarding distribution).
 
 

 
EX-99.1 2 v091563_ex99-1.htm
IMPORTANT NOTICE
- CONCERNING PACO’S $177 PER UNIT OFFER -

PLEASE READ

October 26, 2007

Dear Limited Partner of Boston Financial Qualified Housing Tax Credits L.P. IV (the “Fund”):

We at MMA Financial learned for the first time on October 24, 2007 that you may have recently received an offer to purchase your Units in the Fund from an entity named Paco Development, L.L.C. (“Paco”). Paco is not affiliated with the Fund, the managing general partner of the Fund (the “General Partner”) or any affiliates of the General Partner. The General Partner is recommending that you do not tender your Units to Paco. Limited Partners should carefully consider the following factors, which the General Partner considered and believes support its recommendation not to tender Units in the Paco offer:

¨  
In less than five (5) days, the General Partner will be sending you a check for $226 per Unit.

Therefore, if you sell to Paco for $177 per Unit, you will immediately lose $49 per Unit. Because Paco’s tender offer is less than the upcoming cash distribution, accepting Paco’s offer does not appear, on its face, to be in the best interests of the Limited Partners.
 
¨  
You will pay $10 per Unit in transfer fees for the right to lose $49 per Unit.

Paco’s offer is not net of transfer fees, which means that a Limited Partner who sells Units to Paco will be required to pay a transfer of $10 per Unit transferred ($100 minimum/$250 maximum).

¨  
Paco’s offer of $177 per Unit is below the recently reported trading value of the Units and below the per Unit cash reserve value.

Paco’s offer of $177 per Unit is below the weighted average of approximately $240 per Unit for trades reported in Direct Investments Spectrum from June 1, 2007 through July 31, 2007, before selling costs, commissions, and adjustments for tax benefits. Paco’s offer is also significantly less than the per Unit cash reserve value of $240.38 as of June 30, 2007, based on $16,474,540 of reserves held by the Fund in cash or cash equivalents.

¨  
In addition to losing the upcoming $226 per Unit distribution, you will also lose any future distributions.

Limited Partners who tender their Units will be transferring to Paco their right to receive any future distributions from the Fund, including distributions from any refinancing or sale of the Fund’s remaining eight (8) properties. Although there can be no assurance as to the timing, amount or occurrence of any future distributions, the General Partner has projected future distributions of up to $200 per Unit based on the future sale of interests in the remaining eight (8) properties.

 
 

 

¨  
You will continue to receive a K-1 for the next two years.

Paco’s offer to purchase states that the sale of Units will eliminate K-1s after 2007. However, the earliest effective date of any transfer will be January 1, 2008, so at a minimum Limited Partners will receive a K-1 in 2008 for the 2007 tax year and a K-1 in 2009 for the 2008 tax year.

¨  
Paco has failed to disclose a potential conflict of interest because it is offering $177 per Unit while a member of its investing group, Everest Housing Investors 2, LP (“Everest”), is proposing an immediate distribution of $220 per Unit.

According to a Schedule 13D filed with the SEC, Paco is a member of a group that includes Everest. Everest recently filed with the SEC a preliminary consent solicitation for the purpose of soliciting Limited Partner consents for the removal of the General Partner. In this preliminary consent solicitation, which has not been approved for release to the Limited Partners, Everest is proposing to make a cash distribution of $220 per Unit to the Limited Partners, in the event it becomes the new General Partner of the Fund. Meanwhile, Paco is proposing a purchase price of $177 per Unit.

You should note that Paco’s offer is what is commonly referred to as a “mini-tender offer”. Mini-tender offers avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (“SEC”), and other procedures required by United States securities laws. The SEC has issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory may be found on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.

You should also note that Everest’s consent solicitation creates a potential conflict of interest for the General Partner because if Paco acquires additional Units through its offer, it would have additional Units to vote in favor of the removal of the General Partner pursuant to any consent solicitation initiated by Everest.

The Fund may undertake a consent solicitation in response to the consent solicitation that Everest is in the process of initiating. The General Partner of the Fund advises all Unit holders of the Fund to read the consent solicitation statement and other consent solicitation materials as they become available because they contain important information. Such materials are available at no charge on the SEC's web site at http://www.sec.gov.

Information regarding the Fund and each person who would be a participant in any consent solicitation by the Fund, and their direct or indirect interests in the Fund, is available in Items 9 and 11 of the Form 10-KSB of the Fund filed with the SEC on July 17, 2007.

If you are interested in selling your Units, you should speak with your financial advisor if you have any questions and investigate opportunities to sell your Units on the secondary market. On the back of this letter is a list of toll-free numbers of secondary market firms that have traded in Units.

If you have any questions concerning the General Partner’s recommendation not to tender your Units in the Paco offer, please call MMA Financial Partnership Administration at 1-800-823-4828, between 9AM and 5PM Central Standard Time.


Sincerely,

MMA Financial Partnership Administration

 
 

 
 
ACS Securities Services, Inc.
MMA Financial Partnership Administration
1-800-823-4828



Below is a listing of secondary market firms that have traded in Boston Financial Tax Credit Limited Partnerships:
 
DCC Securities Corp.
800-945-0440
American Partnership Services
800-736-9797
Advantage Partnerships
866-735-5579
Napex
800-356-2739
North Coast Securities
800-700-7998
Alliance Partnership Services
800-990-5604
 
As pricing may vary among secondary market makers, it is recommended that you call more than one. If you have further questions, we recommend that you consult with your Investment Representative.

 
 

 


EX-99.2 3 v091563_ex99-2.htm Unassociated Document
Boston Financial Qualified Housing Tax Credits IV, L.P.

October 2007 Distribution:

Enclosed is your share of a distribution in the amount of $15,548,170 or $226.22 per Unit. The Partnership is able to make this distribution primarily as a result of the disposition of twenty-nine of the Partnership’s thirty-seven properties or Limited Partnership interests in these properties, most notably the sale of Mayfair Mansions, located in Washington, DC. For more detail on disposition activity, please refer to your most recent copy of the Partnership’s Quarterly or Annual Report. If unavailable, please call ACS Securities Services, Inc. at 1-800-823-4828 between 10-3 CST, or write to MMA Partnership Administration, c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th Floor, Dallas, TX 75204, for a copy.

The Managing General Partner will continue the disposition of the remaining eight properties and the liquidation of the Partnership as promptly as possible with the intent of maximizing the benefits to the Limited Partners. As a result of these dispositions, current projections suggest that there will be additional distributions of up to $200.00 per Unit by the end of 2008, although there can be no assurances as to the timing and amount of these distributions.

Update to IRS audit of Bentley Court II, Limited Partnership:

Over the course of the past ten years, the Managing General Partner has informed and updated Limited Partners on the status of the IRS audit that began with the 1993 tax return, subsequently expanded to include the 1994 and 1995 tax returns, for Bentley Court II Limited Partnership (the “Property”) that questioned the treatment of certain items and had findings of non-compliance. Please keep in mind, as we previously reported, as a result of his fraudulent actions which resulted in these findings of non-compliance, the Local General Partner of Bentley Court II Limited Partnership was convicted and imprisoned.

As reported, after a series of trials and appeals led by the Managing General Partner, the Tax Court ruled against the Partnership in 2006. Upon advice of counsel, this decision was not appealed further by the Managing General Partner. The IRS has finalized its adjustments and Limited Partners should have or should expect to receive notifications from the IRS of selected adjustments for tax years 1991-1995. It is possible that the IRS will further expand its claims for additional amounts with respect to other years. However, counsel has advised that the statute of limitations has expired for the tax years 1996, 1997 and 1998.

What does this mean to you as a Limited Partner?
(The following estimated adjustments are based on an ownership of one Unit. Limited Partners owning more than one Unit should multiply the amounts below by their total number of Units owned)

1) For those Limited Partners who owned units in 1993

Disallowance of tax credits taken in 1993 (one Unit): $ 12.04

 
 

 
 
Recapture of tax credits taken in 1991 and/or 1992 (one Unit): $ 7.38
(this provision applies to owners of record in 1993, as the IRS deemed the recapture of 1991 and 1992 credits as a 1993 tax event.)

Disallowance of losses claimed in 1993 (one Unit): $ 4.08

2) For those Limited Partners who owned units in 1994:

Disallowance of credits taken in 1994 (one Unit): $ 12.14


3) For those Limited Partners who owned units in 1995:

Disallowance of tax credits taken in 1995 (one Unit): $ 13.49

3) Estimated Interest at 8% per unit for Limited Partners owning units in the following years (penalties assessed as a result of taking tax credit and deduction benefits in these respective years)

1992: $14.31
1993: $20.68
1994: $18.43
1995: $17.96

The Managing General Partner has not included estimates for penalties because it is not expecting them. However, it is possible that the IRS will attempt to claim penalties. Tax counsel has advised that Limited Partners that acquired Units after 1998 will not be affected by these assessments. These numbers are merely an estimate. The impact of this on each Limited Partner will depend upon that partner’s individual tax circumstances. The Managing General Partner strongly recommends that Limited Partners consult with their tax advisors regarding the appropriate treatment of any disallowance or recapture assessments.




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