-----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, OjNp9Lgj+fPZCucaGUER4AEEyyil4WlTfHievj8PNVBMGVFBWYA1Sl3vU54Qip4P Xdp8RQz29sPApV5BhxdPMQ== 0001305416-06-000015.txt : 20080708 0001305416-06-000015.hdr.sgml : 20080708 20060323105419 ACCESSION NUMBER: 0001305416-06-000015 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20080701 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: 06705245 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 sch_tota-032206.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. 3)

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: [   ]
 

 
1

 


This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on February 21, 2006, and amended on March 3, 2006, and March 9, 2006, by Anise, L.L.C., a Missouri limited liability company (the “Purchaser”), relating to an offer (the “Offer”) by the Purchaser to purchase Units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. IV, a Massachusetts limited partnership (the “Partnership”) at a revised cash purchase price of $175 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 February 21, 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.

Extension of the Offer

The Expiration Date for the Offer has been extended to 5:00 p.m., Kansas City time, on April 21, 2006. The Offer was previously scheduled to expire at 5:00 p.m., Kansas City time, on Monday, March 20, 2006. The Offer to Purchase and all related documents are amended to extend the Expiration Date of the Offer to 5:00 p.m., Kansas City time, on April 21, 2006. All references to the Expiration Date shall mean 5:00 p.m., Kansas City time, on April 21, 2006.

Increase of Offer Price
 
The Offer price has been increased to $175 per Unit, without interest, less any distributions made by the Partnership and less any transfer fees imposed by the Partnership. The Offer price was previously $172 per Unit. The Offer to Purchase and all related documents are amended to increase the Offer price of the Offer from $172 per Unit to $175 per Unit. All references to the Offer price shall mean $175 per Unit. The increased Offer price will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration.
 
Units Sought
 
The Purchaser is now offering to purchase all of the outstanding Units. Previously, the Offer indicated that the Purchaser would purchase up to 9,500 Units. The Offer to Purchase and all related documents are amended to change all references to the number of Units sought from 9,500 Units to all of the outstanding Units.
 
Item 1. Summary Term Sheet
 
Item 1 is amended and supplemented as follows.

Subsection (e) under “DETAILS OF THE OFFER - 7. CONDITIONS OF THE OFFER” in the Offer to Purchase is deleted in its entirety and replaced with the following:
 
(e) prior to the Expiration Date of the Offer, the General Partner or the
 

 
2

 

Partnership shall have stated or otherwise indicated that it intends to refuse to take any action that the Purchaser deems necessary, in the Purchaser's reasonable judgment, for the Purchaser to be the registered owner of the Units tendered, with full voting rights, promptly after consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement (as currently in existence) and under applicable law.
 
Item 4. Terms of the Transaction

Item 4 of the Schedule TO is supplemented and amended as follows:

(a) The first sentence in the third paragraph under “DETAILS OF THE OFFER - 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION” in the Offer to Purchase is deleted in its entirety and replaced with the following:
 
If transfers of Units are limited by the Partnership Agreement to a number of Units (the “Transfer Limit”), and the number of Units that are Properly Tendered exceeds the Transfer Limit, the Purchaser will, upon the terms and subject to the other conditions of the Offer, accept for payment and pay for Units equal to the Transfer Limit, pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units. Specifically, the Purchaser anticipates rounding up or down to the nearest whole Unit; provided, however, if necessary, the Purchaser might have to round down to avoid purchasing more than the stated maximum number of Units. Subject to its obligation to pay for Units promptly after the Expiration Date (as set forth below in "Acceptance for Payment and Payment of Purchase Price"), the Purchaser intends to pay for any Units accepted for payment pursuant to the Offer after determining the final proration or other adjustments. The Purchaser does not believe it would take any longer than five business days to determine the effects of any proration required. If the number of Units that are Properly Tendered is less than or equal to the Transfer Limit, if any, the Purchaser will purchase all Units that are Properly Tendered, upon the terms and subject to the other conditions of the Offer. See “Effects of the Offer - Limitations on Resales.”

(b)  The following is added after the last paragraph under "FEDERAL INCOME TAX MATTERS" in the Offer to Purchase:

The Code provides that if 50% or more of the capital and profits interests in a partnership are sold or exchanged within a single 12-month period, such partnership generally will terminate for federal income tax purposes. It is possible that the Partnership could terminate for federal income tax purposes as a result of consummation of the Offer (although the Partnership Agreement prevents transfers of Units that would cause such a termination). A tax termination of the Partnership could have an effect on a corporate or other non-individual Unit holder whose tax year is not the calendar year, as such a Unit holder might recognize more than one year's Partnership tax items in one tax return, thus accelerating by a fraction of a year the effects from such items.



 
3

 


Item 6. Purposes of the Transaction and Plans or Proposals

The last paragraph under "EFFECTS OF THE OFFER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

Influence Over Future Voting Decisions. Under the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters, including removal of the General Partner, dissolution and termination of the Partnership, and approval of most types of amendments to the Partnership Agreement. After the Offer, the Purchaser may have significant influence over such actions. If the Purchaser acquires more than 30,858 Units, the Purchaser would hold a majority of the Units and therefore would control any vote of the Unit holders.

Other Potential Effects. The Units are registered under the Exchange Act, which requires, among other things that the Partnership furnish certain information to its Unit holders and to the Commission and comply with the Commission's proxy rules in connection with meetings of, and solicitation of consents from, Unit holders. Registration and reporting requirements could be terminated by the Partnership if the number of record holders falls below 300, or below 500 if the Partnership's total assets are below $10 million for three consecutive preceding fiscal years. The Partnership reported a total of 3,308 limited partners as of its most recent fiscal year end and in excess of $10 million in total assets. Although it is possible that the purchase of Units pursuant to the Offer could reduce the number of record Unit holders below 300, the Purchaser believes the possibility is unlikely (given the response to the Offer to date) and it is not the intention of the Purchaser to cause such a result. Accordingly, the Purchaser does not believe that the purchase of Units pursuant to the Offer will result in the Units becoming eligible for deregistration under the Exchange Act.

Item 7. Source and Amount of Funds or Other Consideration

The last paragraph under "CERTAIN INFORMATION CONCERNING THE PURCHASER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

Source of Funds. Based on the Offer price of $175 per Unit, the Purchaser estimates that the total amount of funds necessary to purchase all Units sought by this Offer and to pay related fees and expenses, will be approximately $11,353,825. The Purchaser expects to obtain these funds from committed equity contributions.

Item 12 Exhibits.

Item 12 of the Schedule TO is supplemented and amended by adding the following:
 
(a)(1)(v) Press Release, issued by Anise, L.L.C. on March 20, 2006.
(a)(1)(vi) Letter to Unit Holders, dated March 22, 2006.
 

 
4

 


 
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.
 
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

EX-99.1 2 exh99_1-032206.htm EXHIBIT 99.1, 03-22-06, EXHIBIT 12 (A)(1)(V), PRESS RELEASE Exhibit 99.1, 03-22-06, Exhibit 12 (a)(1)(v), Press Release


ANISE, L.L.C.
1001 Walnut
Kansas City, Missouri 64106

CONTACT: Anise, L.L.C. (816) 877-0892

FOR IMMEDIATE RELEASE

KANSAS CITY, MISSOURI, March 21, 2006 - Anise, L.L.C. announced the extension of the expiration date of the outstanding tender offer for units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. IV. The expiration date for the tender offer has been extended to 5:00 p.m., Kansas City time, on April 21, 2006. The tender offer was previously scheduled to expire at 5:00 p.m., Kansas City time, on Monday, March 20, 2006.

To date, Anise, L.L.C. reported the approximate number of units deposited to be 290 in response to the offer.

For further information, please contact Anise, L.L.C. at (816) 877-0892.
EX-99.2 3 exh99_2-032206.htm EXHIBIT 99.2, 03-22-06, EXHIBIT 12 (A)(1)(VI), LETTER TO UNIT HOLDERS Exhibit 99.2, 03-22-06, Exhibit 12 (a)(1)(vi), Letter to Unit Holders
ANISE, L.L.C.____________________________________________________________________________
1001 Walnut, Kansas City, MO 64106 ~ (816) 877-0892


March 22, 2006

TO: Our Fellow Limited Partners in Boston Financial Qualified Housing Tax Credits L.P. IV

We are amending the Offer to Purchase and related Agreement of Transfer and Letter of Transmittal dated February 20, 2006 (the "Offer"), which was made by Anise, L.L.C. (the "Purchaser"). The Purchaser is offering to purchase Units of limited partnership interest (the "Units") in Boston Financial Qualified Housing Tax Credits L.P. IV (the "Partnership"). The Purchaser is amending the Offer by:

·  
Increasing the Offer to 100% of Outstanding Units. We are so committed to investigating the actions of this General Partner (Arch), we will now buy out all limited partners who do not want to wait on our litigation to open up the books and records before any more fire sales of the Partnership's property. This also refutes the General Partner’s argument that you may not be able to sell all of your Units.

·  
Increasing the Price to $175 for Payment in 2006 Not Maybe By 2008. We are increasing our price to $175 per unit, which we will pay to limited partners who tender or have tendered to the offer. The General Partner keeps trying to fool you into believing our price is worth less than their estimates. Remember, their estimates will take up to two years to realize. Our offer is higher than their low estimate and more importantly, is not merely an estimate, but rather a fixed amount that will be paid promptly after expiration of the Offer.

·  
Extending the Expiration Date. We are extending our Offer from March 20, 2006, to April 21, 2006. The Offer may be further extended, and notice of any such extension will promptly be disseminated to you in a manner reasonably designed to inform you of such change.

Please consider the following when deciding whether to sell. If you do not want to sell, we ask that you support our efforts, as part of a group of limited partners, to remove the General Partner, Arch Street VIII, Inc. (the "General Partner" or "Arch"), who has become increasingly desperate to stop their removal and is sending out information we believe to be misleading that is paid for by our Partnership.

Taxable Income With NO Cash To Help Pay Taxes

We received our K-1 for the Partnership and were very disappointed to see our fears realized. Check your K-1 and you will note you have taxable income with NO cash distributions to pay any taxes. In fact, there have never been any cash distributions by the Partnership. The only way to make certain you do not face this problem in the future is to sell now.

Unfulfilled Promises of Cash Distributions

In October 2005, Arch told you to expect a distribution of at least $101. To date none of us have received any distributions.

In February 2006, Arch told you that it estimated a cash distribution in the next two years of $172.25 to $402.20. What Arch does not tell you is that current limited partners holding over 30% of the Partnership's units have each stated they intend to vote against the proposed liquidating sales and we believe it is highly unlikely that Arch will be able to consummate the sales and distribute this amount of cash in the next two years.



March 22, 2006                                                                      Page 2
 
 
Increased Reserves Not Cash For Limited Partners Taxes

On February 28, 2006, our General Partner wrote us with news that our Partnership’s cash and cash equivalents totaled $4,318,529. What Arch did not tell you was in the last Form 10-Q filing with the SEC, it disclosed that funds from sales would be placed in reserves. Unfortunately, none of the limited partners have the ability to pay our tax bills with Partnership reserves. The only use of our Partnership’s reserves to date has been to pay fees to the General Partner. Consider in 2005:

2005 SCOREBOARD
Cash Paid to Limited Partners                      $ 0
Cash Paid to General Partner affiliates thru Dec. 31, 2005 
    for nine (9) months only                          $188,078


Why is the General Partner Hiding Books & Records?

The General Partner has spent thousands of dollars fighting requests by limited partners to review the books and records of the Partnership. The General Partner has failed to respond to all requests to show compliance with Partnership Agreement Section 5.3.4, which requires the General Partner to reimburse its affiliates at a lower cost than an independent party would charge.

Can You Trust a General Partner Who Only Discloses Mistakes and Fees After Being Sued and Forced To Come Clean?

Arch calls their mistakes irrelevant. We disagree. We believe the following mistakes are relevant:

1) Claiming to have contracted for the sale of five (5) properties that were not under contract.
2) Not disclosing that its affiliate is the General Partner of a troubled local limited partnership.
3) Telling you to expect a cash distribution when none have been made.


March 22, 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 with the SEC of a proxy statement 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 Preliminary 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 consent 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.
 
CORRESP 4 filename4.htm CORRESP 03-22-06


Lathrop & Gage L.C.
2345 Grand Boulevard
Suite 2400
Kansas City, MO 64108


March 22, 2006


Via Facsimile (202) 772-9203
and Edgar

Michael K. Pressman
Special Counsel
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549-0306

 
Re:
  Boston Financial Qualified Housing Tax Credits L.P. IV
       Schedule TO filed February 21, 2006, as amended
       by Anise, L.L.C., et al.
       File No. 5-80100

Dear Mr. Pressman:

We received your letter dated March 14, 2006 (the “Comment Letter”), in which you commented on the Schedule TO-T (the “Schedule TO”) described above. The response of Anise, L.L.C. ("Anise") to your comments are set forth below. For your convenience, the original comments from your Comment Letter are reproduced below in bold type. Capitalized terms used herein have the same meanings as in the Schedule TO.

1.
We note your response to prior comment one. The Schedule TO states that one of Anise's purposes in conducting the offer is to acquire additional Units in order to remove the current general partner and elect a successor general partner, Everest Housing Management LLC. Everest Housing Management LLC is an affiliate of EH12 and Everest Properties. In addition, you have represented to the staff that Park is the entity who planned and initiated the contested solicitation. Accordingly, each appears to be a party on whose behalf the offer is being made. Please identify each party as a bidder.

 
Response: As indicated in Anise's previous response, Anise does not believe the Everest entities and Park should be included as bidders because Anise is not making a tender offer on their behalf. The Everest entities and Park had no role in the decision to tender, receive no financial benefit from the units acquired and are not supporting the offer. Furthermore, Anise does not have the ability to require Everest and Park to sign the Schedule TO. Anise, Everest, Park and the other

 
 

 

group members only formed a group in connection with their discussions to remove the current general partners and to appoint a successor general partner, not to acquire units together. Anise has no ability or right to require Everest or Park to be a bidder and sign the Schedule TO. Anise initiated, structured and negotiated the tender offer without any assistance from or agreement with Everest or Park. The fact that Park planned and initiated the consent solicitation does not give it control over the actions of other members of the group, who may decide on their own to acquire additional units.

Schedule TO
2.
We note your response to prior comment two. We believe that the financial condition of each bidder is material to security holders and that you must provide financial information for the bidders because the bidders could become dominant or controlling unitholders. See footnote 195 of Release No. 33-7760 (effective ran. 24, 2000), Regulation of Takeovers and Security Holder Communications. In lieu of providing financial information that would generally be required pursuant to the requirements of Schedule TO, if the bidders constitute investment companies, as defined in Chapter I of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide, they must provide a balance sheet with related footnotes and a schedule of investments as of the end of the most recently completed quarter, prepared in accordance with Chapter 7 of the AICPA Audit and Accounting Guide. The financial information need not be audited if the bidders satisfy Instruction 7 to Item 10 of Schedule TO, Note that you may present this information on a combined basis for those bidders that are under common management. For bidders who arc natural persons, we refer you to Instruction 4 to Item 10 of Schedule TO. Further, we believe that the inclusion of this information constitutes a material change in the information previously disseminated to security holders. Please advise us as to how you intend to disseminate this information to security holders and ensure that you allow additional time in the offer for this information to be considered by security holders.

 
Response: Anise is amending its offer to seek 100% of the outstanding units. As a result, financial statements are therefore not considered material and not required pursuant to Instruction 2 to Item 10 of Schedule TO. Anise has extended the offer until April 21, 2006, and is disseminating an amendment to the offer to purchase to the Unit holders disclosing these changes in the same manner as the initial materials were disseminated. 
 
3.
We note your response to prior comment seven. Please revise to clarify that the condition can not be exercised after expiration of the offer.
 
 
Response: We have amended the Schedule TO to reflect your comment.

 
 

 

 

Please do not hesitate to contact me at (816) 460-5806 with any questions or comments you may have regarding the above responses.

Very truly yours,

LATHROP & GAGE L.C.


By: /s/ Scott M. Herpich
Scott M. Herpich



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