-----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, R1Uzi0wlUDIrgISlosiGWXxY9kyNtTdHkEUUPDtE2AzcjzCB5y2M33Lhhz2vZlmq LF3MMp/hsHcDg0hGTcWZmw== 0001305416-06-000016.txt : 20060323 0001305416-06-000016.hdr.sgml : 20060323 20060323105553 ACCESSION NUMBER: 0001305416-06-000016 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 EFFECTIVENESS DATE: 20060323 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19765 FILM NUMBER: 06705249 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: Park G.P., Inc. CENTRAL INDEX KEY: 0001305416 IRS NUMBER: 431838322 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 104 ARMOUR ROAD CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 816-303-4500 MAIL ADDRESS: STREET 1: 104 ARMOUR ROAD CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 DFAN14A 1 dfan14a_032206.htm SCHEDULE DFAN14A, PARK G.P., INC., BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV Schedule DFAN14A, Park G.P., Inc., Boston Financial Qualified Housing Tax Credits L.P. IV


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN CONSENT SOLICITATION STATEMENT
SCHEDULE 14A INFORMATION
Consent Solicitation Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934

Filed by the Registrant  /   /

Filed by a party other than the Registrant /X/

Check the appropriate box:

/   / Preliminary Consent Solicitation Statement

/   /
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

/   / Definitive Consent Solicitation Statement

/   / Definitive Additional Materials

/X/ Soliciting material pursuant to Rule 14a-12

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV
(Name of Registrant as Specified in Its Charter)

Park G.P., Inc.
(Name of Person(s) Filing Consent Solicitation Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/
   No fee required

/   /    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
 
(1) 
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transactions applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to
   
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
   
calculated and state how it was determined.)
 
(4) 
Proposed maximum aggregate value of transaction:
 
(5)
Total Fee paid:






/   /    Fee paid previously with preliminary materials

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

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:



Park G.P, Inc. ("Park"), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission ("SEC") in connection with the preliminary filing with the SEC of a proxy statement and accompanying proxy card to be used to solicit consents to remove the current general partners of Boston Financial Qualified Housing Tax Credits L.P. IV, a Massachusetts limited partnership (the "Partnership") and elect Everest Housing Management, LLC, a California limited liability company ("Everest"), as the successor general partner of the Partnership.

On February 17, 2006, Anise, L.L.C. ("Anise"), an affiliate of Park, commenced a tender offer to acquire units of limited partnership in the Partnership pursuant to an Offer to Purchase dated February 20, 2005, as amended. On March 22, 2006, Anise mailed a letter to the limited partners of the Partnership in connection with its tender offer. A copy of the letter is attached as an exhibit to this filing.

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, EVEREST HOUSING MANAGEMENT, LLC, PACO DEVELOPMENT, L.L.C., ANISE, BOND PURCHASE, L.L.C., MCDOWELL INVESTMENTS, L.P. AND EVEREST HOUSING INVESTORS 2, LP. INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 13D JOINTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2006, AND THE PRELIMINARY PROXY STATEMENT.


Exhibits

(a)(1)(vi)  Form of Letter to Unit Holders dated March 22, 2006.
EX-99.2 2 exh99_2-032206.htm EXHIBIT 99.2, 03-22-06, (A)(1)(VI), LETTER TO UNIT HOLDERS Exhibit 99.2, 03-22-06, (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.
 
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