-----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, RLDWuDu4VlcQ9zVEatiU3rv+EVJlxAI+UW9jaeFC7xuoXDiOdICyO1DJkVikW3iU KrGYOQF7DSgxdtrDE05SIw== 0001305416-06-000009.txt : 20060306 0001305416-06-000009.hdr.sgml : 20060306 20060306171341 ACCESSION NUMBER: 0001305416-06-000009 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060306 DATE AS OF CHANGE: 20060306 SUBJECT COMPANY: 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: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80100 FILM NUMBER: 06667981 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anise, L.L.C. CENTRAL INDEX KEY: 0001305643 IRS NUMBER: 201041559 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1001 WALNUT CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 816-303-4500 MAIL ADDRESS: STREET 1: 1001 WALNUT CITY: KANSAS CITY STATE: MO ZIP: 64106 SC TO-T/A 1 form_tota-030306.htm SCHEDULE TO-T/A, ANISE, L.L.C., BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P., IV Schedule TO-T/A, Anise, L.L.C., Boston Financial Qualified Housing Tax Credits L.P., IV


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. 1)

Boston Financial Qualified Housing Tax Credits L.P. IV
(Name of Subject Company(issuer))

Anise, L.L.C. (offeror)
Christopher J. Garlich Trust
Christopher J. Garlich
Jose L. Evans
Denise Evans
(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
$1,634,000
$326.80
* 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:
$326.80
 
Filing party:
Anise, L.L.C.
 
Form or registration no.:
SC TO-T
 
Date filed:
February 21, 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: [   ]





Anise, L.L.C. (the “Purchaser”), a Missouri limited liability company, has made an offer to purchase up to 9,500 units (“Units”) of limited partnership interests in BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (the “Partnership”) at a cash purchase price of $172 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined herein)) per Unit, if any, made to Unit holders by the Partnership after the date of the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 20, 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”).
 
In connection with the Offer, on March 6, 2006, the Purchaser sent a letter to the limited partners of the Partnership, a copy of which is filed as Exhibit (a)(1)(iv) hereto.
 
Item 1.   Exhibits
 
(a)(1)(iv) Form of Letter to Limited Partners dated March 6, 2006.
 
(a)(1)(v) Form of Agreement of Transfer and Letter of Transmittal, with Instructions (incorporated by reference from Exhibits to the Schedule TO-T filed Anise, L.L.C. on September 20, 2005).
 
 
SIGNATURE
 
After due 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.
 
Dated: March 3, 2006
 
ANISE, L.L.C., a Missouri limited liability company
         
   
By:
/s/ DeAnn Duffield
 
     
DeAnn Duffield, Manager
 
         
   
Christopher J. Garlich Trust
 
         
   
By:
/s/ Christopher J. Garlich
 
     
Christopher J. Garlich Trustee
         
   
/s/ Christopher J. Garlich
 
   
Christopher J. Garlich
 
         
   
/s/ Jose L. Evans
 
   
Jose L. Evans
 
         
   
/s/ Denise Evans
 
   
Denise Evans
 

 

 
 
 
 
2
EX-99.5 2 exh99_5.htm EXHIBIT 99.5 (A)(L)(IV) FORM OF LETTER TO UNIT HOLDERS DATED MARCH 6, 2006 Exhibit 99.5 (a)(l)(iv) Form of Letter to Unit Holders dated March 6, 2006
ANISE,L.L.C._________________________________________________
1001 Walnut, Kansas City, MO 64106 ~ (816) 877-0892



March 6, 2006   

TO:
Our Fellow Boston Financial Qualified Housing Tax Credit Fund L.P. IV Limited Partners

We have previously sent you our offer to purchase your units for $172 per unit and we are still very interested in buying.

Please consider the following:

Arch Street VIII, Inc. (“Arch”) Conflict of Interest

Your current Managing General Partner, Arch, had no opinion and remained neutral on whether you should sell for $121 a unit in their letter to you on January 9, 2006. However, now that a group has been formed that wants to remove Arch as Managing General Partner, they tell you not to sell at a price that is 42% higher. Doesn’t this smell foul to you? Why, when we threatened to remove Arch as the Managing General Partner did it suddenly decide that our higher offer was not in your best interest? Did something else change in one month?

60 to 83% Loss on Your Initial Investment of $1,000 a unit

Arch’s Plan for the Partnership Does Not Maximize Your Value.
If you were an original investor in the Partnership, you invested $1,000 per unit over fifteen years ago. The current Managing General Partner has told you that it estimates you will only receive back between $172 to $402 per unit payable sometime over the next two years.

Based on Arch’s past actions (as described below), we have lost faith in the accuracy and trustworthiness of any statements made by the Managing General Partner. If you are tired of a General Partner who is only looking out for its own interests and if you do not want to wait up to two years or more to get your money, with no guarantee that you will be paid what they want you to believe you will receive, please tender your units to us. We will send you your money promptly after the expiration of our offer.

Forgotten Purpose

Arch now says the “Primary Purpose of our Partnership is obtaining Tax Credits.” However Section 2.3 of the Partnership Agreement provides, “The objectives and purposes of the Partnership shall be to Preserve and Protect the Partnerships Capital.” Now, 15 years later, Arch wants you to forget this purpose. After estimating a loss of 60 to 83% of your capital, we can see why they have forgotten this purpose.

The Current General Partners have not been accurate in reporting the affairs of the Partnership to you.

In the 2004 10-K, the General Partners disclosed that they had already entered into contracts to dispose of 10 of the 15 local limited partnership interests. The General Partners now claim they have only entered into five transactions. The Managing General Partner has never explained this “mistake”. How could they not know how many contracts they had negotiated?

 
 

 


In October 2005 the General Partners wrote to you that they were marketing the Leawood Manor property for sale. They indicated you could expect to receive a distribution in excess of $101 per unit. They did not disclose to you that their affiliate was a general partner of the Leawood partnership, and could receive a fee of up to $1 million from the sale. They only recently disclosed this significant fact to you.

In their just filed proxy materials, Arch disclosed that one of its affiliates is the general partner for Bentley Court. Arch specifically told you in the last 10K filing that the general partner of Leawood Manor was the only affiliate serving as a general partner of a local limited partnership.

We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (blue form) in the envelope provided.

The offer is scheduled to expire on March 20, 2006. For answers to any questions you might have regarding these materials or our offer, or assistance in the procedures for accepting our offer and tendering your units, please contact us at (816) 877-0892.
 
March 6, 2006     Very truly yours,
 
Anise, L.L.C.
 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Purchaser, together with the other Participants (as defined below), has made a preliminary filing of a proxy statement with the SEC in connection with a consent solicitation (the "Preliminary Proxy Statement") to solicit votes to remove the Partnership's current general partners and to elect Everest Housing Management, LLC, a California limited liability company as the successor general partner.

THE PURCHASER ADVISES ALL UNIT HOLDERS OF THE PARTNERSHIP TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, THE ALTMAN GROUP, INC., AT ITS TOLL−FREE NUMBER: (800) 761-6532.

THE PARTICIPANTS IN THE PROXY SOLICITATION ARE PARK G.P., INC., EVEREST HOUSING MANAGEMENT, LLC, PACO DEVELOPMENT, L.L.C., ANISE, L.L.C., BOND PURCHASE, L.L.C., MCDOWELL INVESTMENTS, L.P. AND EVEREST HOUSING INVESTORS 2, LP (THE "PARTICIPANTS"). INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 13D JOINTLY FILED WITH THE SEC ON FEBRUARY 10, 2006, AND THE PRELIMINARY PROXY STATEMENT.
 
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