-----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, RDGWanU4rtxGbo2Y5VftPJZi0XX8wX6TLOBQxxuC78dak3wWfTjWrQdX6xhUUJ6m s0lbpmE9x47ZQt6lHHeTAw== 0000912057-97-028317.txt : 19970819 0000912057-97-028317.hdr.sgml : 19970819 ACCESSION NUMBER: 0000912057-97-028317 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970818 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FINANCIAL TAX CREDIT FUND VIII LP CENTRAL INDEX KEY: 0000911568 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 043205879 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51307 FILM NUMBER: 97665556 BUSINESS ADDRESS: STREET 1: 101 ARCH ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174393911 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON FINANCIAL TAX CREDIT FUND VIII DATE OF NAME CHANGE: 19930902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLDHAM INSTITUTIONAL TAX CREDITS LLC CENTRAL INDEX KEY: 0001042588 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: C/O BOSTON FINANCIAL STREET 2: 101 ARCH ST 16TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174393911 MAIL ADDRESS: STREET 1: BOSTON FINANCIAL STREET 2: 101 ARCH ST 16TH FL CITY: BOSTON STATE: MA ZIP: 02110 SC 14D9/A 1 DOC SCHED 14D-9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------------------------------------------- SCHEDULE 14D-9 and AMENDMENT NO. 1 to SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 --------------------------------------------------------------------------- BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP (Name of Subject Company) BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP (Name of Person(s) Filing Statement) UNITS (Title of Class of Securities) 10065E100 CUSIP Number of Class of Securities) --------------------------------------------------------------------------- Michael H. Gladstone, Esq. c/o Boston Financial Securities, Inc. 101 Arch Street Boston, MA 02110 (617) 439-3911 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: Joseph T. Brady, Esq. Peabody & Brown 101 Federal Street Boston, MA 02110 (617) 345-1000 Item 1. Security and Subject Company. The name of the subject company is Boston Financial Tax Credit Fund VIII, A Limited Partnership, a Massachusetts limited partnership (the "Partnership"), which has its principal executive offices at 101 Arch Street, Boston, Massachusetts 02110. The general partner of the Partnership is Arch Street VIII Limited Partnership, a Massachusetts limited partnership, with principal executive offices at 101 Arch Street, Boston, Massachusetts 02110 (the "General Partner"). The title of the class of equity securities to which this statement relates is the Partnership's Units (the "Units") representing units of limited partnership interests in the Partnership. Item 2. Tender Offer of the Bidder. This Schedule 14D-9 relates to the following two offers: 1. The Oldham Offer: The offer by Oldham Institutional Tax Credits LLC ("Oldham"), a Massachusetts limited liability company and an affiliate of the General Partner, disclosed in a Tender Offer Statement on Schedule 14D-1 dated July 24, 1997, as amended by Amendment No. 1 dated August 18, 1997 (the "Oldham Schedule 14D-1"), to purchase up to 9,125 issued and outstanding Units upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 24, 1997, as supplemented August 18, 1997, and the related Letter of Transmittal, as each may be supplemented, modified or amended from time to time (which collectively constitute the "Oldham Offer" and are contained within the Oldham Schedule 14D-1). Oldham has increased the purchase price for the Oldham Offer from $800 to $880 per Unit, net to the seller in cash (the "Oldham Purchase Price"), without interest thereon. The address of Oldham's principal executive offices is 101 Arch Street, Boston, Massachusetts 02110. 2. The Everest Offer: The offer by Everest Tax Credit Investors, LLC, a California limited liability company, and Everest Tax Credit Investors II, LLC, a California limited liability company (together, "Everest"), disclosed in a Tender Offer Statement on Schedule 14D-1 dated August 11, 1997 (the "Everest Schedule 14D-1"), to purchase up to 1,825 issued and outstanding Units upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 11, 1997, and the related Letter of Transmittal, as each may be supplemented, modified or amended from time to time (which collectively constitute the "Everest Offer" and are contained within the Everest Schedule 14D-1). The purchase price for the Everest Offer is $840 per Unit, net to the seller in cash (the "Everest Purchase Price"), without interest thereon. The address of Everest's principal executive offices is 199 South Robles Avenue, Suite 440, Pasadena, California 91101. 2 Item 3. Identity and Background. (a) The name and business address of the Partnership, which is the person filing this statement, are set forth in Item 1 above. (b) (1) The Partnership does not have any employees, directors or executive officers. All decisions with respect to the management of the Partnership and its affairs are made only with the consent of its General Partner. Oldham is an affiliate of the General Partner. There is no affiliation between Everest and the Partnership, the General Partner or any of their affiliates. Except as described below, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the General Partner or its affiliates and the Partnership and its affiliates. The General Partner and its affiliates have received or will receive certain types of compensation, fees or other distributions in connection with the operations of the Partnership. The arrangements for payment of compensation and fees, as set forth in the Partnership's Amended and Restated Agreement of Limited Partnership, dated as of December 6, 1993, as amended to date (the "Partnership Agreement"), the Partnership's prospectus and other publicly filed documents, were not determined in arm's-length negotiations with the Partnership. In accordance with the Partnership Agreement, the Partnership is required to pay certain fees to and reimburse expenses of the General Partner and others in connection with the organization of the Partnership and the offering of its Units. Selling commissions, fees and accountable expenses related to the sale of the Units totaling $4,664,369 have been charged directly to Limited Partners' equity. In connection therewith, $2,828,918 of selling expenses and $1,835,451 of offering expenses incurred on behalf of the Partnership have been paid to an affiliate of the General Partner. The Partnership may be required to pay a non-accountable expense allowance for marketing expense equal to a maximum of 1% of gross offering proceeds. The Partnership has capitalized an additional $50,000 which was reimbursed to an affiliate of the General Partner. Total organization and offering expenses exclusive of selling commissions and underwriting advisory fees did not exceed 5.5% of the gross offering proceeds and organizational and offering expenses, inclusive of selling commissions and underwriting advisory fees, did not exceed 15.0% of the gross offering proceeds. Payments made and expenses reimbursed in the years ended March 31, 1997, 1996 and 1995, are as follows: 1997 1996 1995 Organizational fees and expenses and selling expenses $--- $(5,832) $3,958,903 In accordance with the Partnership Agreement, the Partnership is required to pay acquisition fees to and reimburse acquisition expenses of the General Partner or 3 its affiliates for selecting, evaluating, structuring, negotiating, and closing the Partnership's investments in Local Limited Partnerships. Acquisition fees total 6% of the gross offering proceeds. Acquisition expenses which include such expenses as legal fees and expenses, travel and communications expenses, costs of appraisals, accounting fees and expenses, are totaled 1.5% of the gross offering proceeds. Acquisition fees totaling $2,189,820 for the closing of the Partnership's investments in Local Limited Partnerships were paid to an affiliate of the General Partner. Acquisition expenses totaling $335,196 were reimbursed to an affiliate of the General Partner. Payments made and expenses reimbursement in the years ended March 31, 1997, 1996 and 1995 are as follows: 1997 1996 1995 Acquisition fees and expenses $888 $144,429 $2,068,027 Pursuant to the Partnership Agreement, an affiliate of the General Partner is entitled to a fee (the "Asset Management Fee") for its services in connection with the administration of the affairs of the Partnership (including, without limitation, coordination of communications between the Partnership and Limited Partners and with the Local Limited Partnerships). The Asset Management Fee is payable annually and is calculated by multiplying 0.50% by the consumer price index and then multiplying the product by the gross proceeds of the offering. This formula currently results in the amount of .544% being multiplied by the gross proceeds of the offering. The Asset Management Fees during the years ended March 31, 1997, 1996 and 1995 are as follows: 1997 1996 1995 Asset Management Fees 193,635 188,630 221,684 According to the Partnership Agreement, the General Partner is also entitled to receive a subordinated disposition fee (the "Subordinated Disposition Fee") for services rendered in connection with the sale of a property or the sale of the Partnership's interest in a Local Limited Partnership. Payment of such fee shall be subordinated to the return of Limited Partners 6% return as set forth in the Partnership Agreement. Each Subordinated Disposition Fee is equal to 1% of the sale price in respect of any such sale (including the principal amount of any mortgage loans and any related seller financing with respect to a property to which such sale is subject). . For the year ended March 31, 1997, the General Partner did not earn any Subordinated Disposition Fee. According to the Form 10-K, the Partnership does not have any employees, but an affiliate of the General Partner is reimbursed for the cost of certain salaries and benefits expenses which are incurred by an affiliate of the General Partner on behalf of the Partnership. The reimbursements are based upon the size and complexity of 4 the Partnership's operations. Reimbursements made in the years ended March 31, 1997, 1996 and 1995 are as follows: 1997 1996 1995 Salaries and benefits expense reimbursement $108,120 $119,711 $100,693 Boston Financial Property Management ("BFPM"), an affiliate of the General Partner, currently manages Beaverdam Creek, a property in which the Partnership has invested. The property management fee charged is equal to 4% of cash receipts. BFPM earned such fees in the amount of $27,556 and $11,388 of fees earned by BFPM for the years ended March 31, 1997 and 1996, respectively. Property construction was completed in September, 1995, as a result, no fees were earned prior to the year ended March 31, 1996. In accordance with the Partnership Agreement, the General Partner of the Partnership receives 1% of cash distributions made to partners. As of March 31, 1997, the Partnership has not paid any cash distributions to partners. In accordance with the Partnership Agreement, an affiliate of the General Partner (SLP, Inc.) is entitled to receive up to $10,000 from the sale or refinancing proceeds of each Local Limited Partnership, if such affiliate is still a limited partner of that Local Limited Partnership at the time of such transaction. The General Partner and its officers and directors are entitled to indemnification under certain circumstances from the Partnership pursuant to provisions of the Partnership Agreement. Generally, the General Partner is also entitled to reimbursement of expenditures made on behalf of the Partnership. In addition, under the terms of the Partnership Agreement, upon the removal of a General Partner by the Limited Partners of the Partnership (the "Limited Partners") or upon the occurrence of an "Event of Withdrawal," as defined in the Partnership Agreement, the General Partner may be entitled to the fair market value of its interest, which will be payable over a five-year period. (2) Except as described below, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the General Partner or its affiliates and Oldham or any of its executive officers, directors or affiliates or Everest or any of its executive officers, directors or affiliates. Oldham is an affiliate of the General Partner of the Partnership. The executive officers and directors of Oldham also serve as executive officers and directors of the managing general partner of the General Partner. Therefore, Oldham and the General Partner, subject to their fiduciary duties, may have a conflict of interest with respect to certain matters involving the Partnership and its partners. 5 The Partnership has been informed that Oldham expects to borrow all of the funds to purchase Units pursuant to the Oldham Offer from an affiliate of one of its members, on substantially the same economic terms and conditions that such affiliate obtains those funds under an existing credit facility with a national bank or that Oldham may seek alternative financing from that bank or other national banks on different terms. Item 4. The Solicitation or Recommendation. (a) 1. The Oldham Offer: Following receipt of the terms of the Oldham Offer as supplemented August 18, 1997, the General Partner again reviewed and considered the Oldham Offer. Because of the conflict of interest resulting from the affiliation between Oldham and the General Partner, the General Partner is expressing no opinion and is remaining neutral with respect to the Oldham Offer. 2. The Everest Offer: Following receipt of the terms of the Everest Offer, the General Partner reviewed and considered the Everest Offer. Because of the conflict of interest resulting from the affiliation between Oldham and the General Partner, the General Partner is expressing no opinion and is remaining neutral with respect to the Everest Offer. (b) Although the General Partner is not making a recommendation with respect to either the Oldham Offer or the Everest Offer, the General Partner believes that Limited Partners should carefully consider the following factors in making their own decisions of whether to accept or reject either offer: - - Oldham is an affiliate of the General Partner. The executive officers and directors of the managing member of Oldham also serve as the executive officers and directors of the managing general partner of the General Partner. Therefore, the General Partner, subject to its fiduciary duties, may have a conflict of interest with respect to certain matters involving the Partnership and its Limited Partners: - There may be a conflict of interest in responding to the Oldham Offer. - If Oldham is successful in acquiring a significant number of Units pursuant to the Oldham Offer, Oldham could be in a position to significantly influence all Partnership decisions on which Limited Partners may vote. This voting ability could prevent nontendering Limited Partners from taking action that they desired but Oldham and the General Partner opposed and enable Oldham and the General Partner to take action desired by the Partnership but opposed by the nontendering Limited Partners. - There may also be a conflict of interest if Oldham's acquisition of Units has the effect of making any future change in the Partnership's current management by the General Partner more difficult. 6 - - The Everest Offer is for $840 per Unit. The Oldham Offer exceeds the Everest Offer by $40 per Unit. - - The Everest Offer is NOT net of transfer fees, which means that a Limited Partner who tenders to Everest will be required to pay a transfer fee of $10 per Unit transferred ($100 minimum). - - The Everest Offer is for a maximum of 1,825 Units, which is less than Oldham's maximum of 9,125 Units. It is a more likely possibility that Everest may not be able to accept all the Units tendered to it because proration, or rejection, of some tendered Units may occur at the lower maximum level established by Everest. - - Both offers will provide Limited Partners with an immediate opportunity to liquidate their investment in the Partnership. Limited Partners who have a present or future need for the tax credits and/or tax losses from the Units may, however, prefer to retain their Units and not tender them pursuant to either offer. - - As stated by Oldham in the Oldham Offer, there may be a conflict of interest between Oldham's desire to purchase the Units at a low price and a Limited Partner's desire to sell its Units at a high price. Therefore, Limited Partners might receive greater value if they hold their Units, rather than tender. Furthermore, Limited Partners should be aware that a secondary market exists for the Units. - - The Partnership Agreement of the Partnership provides that no sale or transfer of Units may be made if such sale, when aggregated with all other transfers during the same year would result in both (i) the transfer of Units (excluding certain transfers permitted under the Partnership Agreement ("Permitted Transfers")) representing more than a 5% interest in Partnership capital or profits and (ii) the transfer of Units (excluding Permitted Transfers and transfers made through a "Matching Service" (as such term is used in Internal Revenue Service Notice 88-75)) representing more than a 2% interest in Partnership capital or profits (the "Safe Harbor Percentages"), unless the General Partner shall have received an opinion of counsel that such sale or transfer may be made without material adverse tax consequence to any partner of the Partnership. Since the Partnership has permitted transfers during taxable year 1997, Oldham has stated in its Offer that it will obtain an opinion of counsel that consummation of the Oldham Offer will not result in material adverse tax consequences to the Partnership's partners. Everest does not make a similar statement in its offer. However, in order to comply with the Partnership Agreement, if the Units acquired by Everest pursuant to the Everest Offer, when aggregated with all other transfers during 1997, would result in the Partnership exceeding the Safe Harbor Percentages, the General Partner will require that Everest obtain an opinion of counsel that consummation of the Everest offer will not result in adverse tax consequences to the partners. 7 - - LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES FROM THE UNITS SHOULD THEY TENDER PURSUANT TO EITHER OFFER. - - Limited Partners who tender their Units will lose the right to receive any future distributions from the Partnership, including distributions from any refinancing or sale of the Partnership's properties. The Partnership has made no distributions to Limited Partners in the past, and there can be no assurance as to the timing, amount or occurrence of any future distributions. - - Limited Partners should consult with their respective advisors about the financial, tax, legal and other consequences of both offers. Item 5. Persons Retained, Employed or to Be Compensated. Neither the Partnership nor any person acting on its behalf has employed, retained or compensated, or intends to employ, retain or compensate, any person to make solicitations or recommendations to Limited Partners on its behalf concerning either the Oldham Offer or the Everest Offer. Item 6. Recent Transactions and Intent With Respect to Securities. (a) Neither the Partnership nor the General Partner or any of their affiliates have effected any transactions in the Units during the past 60 days (b) Neither the General Partner nor, to the knowledge of the General Partner, any of its executive officers, directors, affiliates or subsidiaries intend to tender Units owned by them pursuant to either the Oldham Offer or the Everest Offer. Item 7. Certain Negotiations and Transactions by the Subject Company. (a) No negotiation is being undertaken or is underway by the Partnership in response to either the Oldham Offer or the Everest Offer which relates to or would result in: (1) an extraordinary transaction such as a merger or reorganization, involving the Partnership or any subsidiary of the Partnership; (2) a purchase, sale or transfer of a material amount of assets by the Partnership or any subsidiary; (3) tender offer for or other acquisition of securities by or of the Partnership; or (4) any material change in the present capitalization or dividend policy of the Partnership. (b) Except as described above or in Item 3(b), there are no transactions, board resolutions, agreements in principle or signed contracts in response to either the Oldham Offer or the Everest Offer which relate to or would result in one or more of the matters referred to in Item 7(a). 8 Item 8. Additional Information to Be Furnished. On or about July 22, 1997, a representative of Everest Properties, LLC, and/or its affiliates (collectively, the "Everest Group") contacted an affiliate of the General Partner (the "GP Affiliate") and indicated that it would like to obtain a list of the limited partners in one or more of the public limited partnerships (collectively, the "Boston Financial Partnerships") in which affiliates of the GP Affiliate were general partners. The Partnership was not mentioned specifically but neither was it excluded from that group. It was the perception of the GP Affiliate, based on prior experiences with the Everest Group, that if given this list the Everest Group probably would commence a tender offer for less than 5% of the units in such funds and otherwise conduct it so that the requirement to publicly file such an offer with the Securities and Exchange Commission (the "SEC") and to comply with certain SEC rules adopted to advance investor protection would not be applicable. The GP Affiliate views "mini-tenders" as not necessarily being in the best interest of the limited partners in the Boston Financial Partnerships because of the lack of public scrutiny of such offers and the non-applicability of certain SEC rules mandating certain proration and withdrawal rights. Accordingly, the GP Affiliate did not provide such list. On July 30, approximately a week after Oldham commenced the Oldham Offer, the Everest Group contacted Oldham indicating that it was prepared to commence a publicly-filed competing tender offer at a higher price unless Oldham allowed it to purchase a percentage of the Units tendered to Oldham in the Oldham Offer. The Everest Group stated a similar intention concerning two other Boston Financial Partnerships for which Oldham is currently making tender offers (collectively, the "Tendered Partnerships"). Oldham rejected this offer. On August 6, representatives of the Everest Group sent a notice to representatives of Oldham and the General Partner reiterating the intent of the Everest Group to commence a publicly-filed tender offer at a higher price ($840 per Unit). On August 11, 1997, the Everest Group commenced a publicly-filed tender offer for the Partnership and one of the other Tendered Partnerships. Item 9. Material to be Filed as Exhibits. (a)(1) Letter from Boston Financial Tax Credit Fund. VIII, A Limited Partnership, to Limited Partners, dated August 18, 1997. 9 SIGNATURES 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: August 18, 1997 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP By: ARCH STREET VIII LIMITED PARTNERSHIP, General Partner By: ARCH STREET VIII, INC., its General Partner By: /s/ Jenny Netzer Name: Jenny Netzer Title: President 10 EXHIBIT INDEX EXHIBIT NO. TITLE (a)(1) Letter from Boston Financial Tax Credit Fund VIII, A Limited Partnership, to Limited Partners, dated August 18, 1997. 11 EX-99.(A)(1) 2 LETTER TO LIMTED PARTN BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 101 Arch Street Boston, MA 02110 August 18, 1997 Dear Limited Partner: As you are by now aware, two unrelated bidders have made offers to purchase units representing units of limited partnership interests ("Units") of Boston Financial Tax Credit Fund VIII, A Limited Partnership (the "Partnership"): (i) Oldham Institutional Tax Credits LLC, a Massachusetts limited liability company ("Oldham"), has made an offer (the "Oldham Offer") to purchase Units for an increased cash purchase price of $880 per Unit. The Purchaser is an affiliate of Arch Street VIII Limited Partnership , the general partner of the Partnership (the "General Partner"), and (ii) Everest Tax Credit Investors, LLC, a California limited liability company, and Everest Tax Credit Investors II, LLC, a California limited liability company (together, "Everest"), has made an offer (the "Everest Offer") to purchase Units for a cash purchase price of $840 per Unit. Because the General Partner is affiliated with Oldham, the General Partner is expressing no opinion and are remaining neutral with respect to the Oldham Offer and the Everest Offer . Although the General Partner is not making a recommendation with respect to either offer, the General Partner believes that Limited Partners should carefully consider the following factors in making their own decision of whether to accept or reject the Oldham Offer or the Everest Offer: - - Oldham is an affiliate of the General Partner. The executive officers and directors of the managing member of Oldham also serve as the executive officers and directors of the General Partner. Therefore, the General Partner, subject to its fiduciary duties, may have a conflict of interest with respect to certain matters involving the Partnership and its Limited Partners: - There may be a conflict of interest in responding to the Oldham Offer. - If Oldham is successful in acquiring a significant number of Units pursuant to the Oldham Offer, Oldham could be in a position to significantly influence all Partnership decisions on which Limited Partners may vote. This voting ability could prevent nontendering Limited Partners from taking action that they desired but Oldham and the General Partner opposed and enable Oldham and the General Partner to take action desired by the Partnership but opposed by the nontendering Limited Partners. - There may also be a conflict of interest if Oldham's acquisition of Units has the effect of making any future change in the Partnership's current management by the General Partner more difficult. - - The Everest Offer is for $840 per Unit. The Oldham Offer exceeds the Everest Offer by $40 per Unit. - - The Everest Offer is NOT net of transfer fees, which means that a Limited Partner who tenders to Everest will be required to pay a transfer fee of $10 per Unit transferred ($100 minimum). - - The Everest Offer is for a maximum of 1,825 Units, which is less than Oldham's maximum of 9,125 Units. It is a more likely possibility that Everest may not be able to accept all the Units tendered to it because proration, or rejection, of some tendered Units may occur at the lower maximum level established by Everest. - - Both offers will provide Limited Partners with an immediate opportunity to liquidate their investment in the Partnership. Limited Partners who have a present or future need for the tax credits and/or tax losses from the Units may, however, prefer to retain their Units and not tender them pursuant to either offer. - - As stated by Oldham in the Oldham Offer, there may be a conflict of interest between Oldham's desire to purchase the Units at a low price and a Limited Partner's desire to sell its Units at a high price. Therefore, Limited Partners might receive greater value if they hold their Units, rather than tender. Furthermore, Limited Partners should be aware that a secondary market exists for the Units. - - The Partnership Agreement of the Partnership provides that no sale or transfer of Units may be made if such sale, when aggregated with all other transfers during the same year would result in both (i) the transfer of Units (excluding certain transfers permitted under the Partnership Agreement ("Permitted Transfers")) representing more than a 5% interest in Partnership capital or profits and (ii) the transfer of Units (excluding Permitted Transfers and transfers made through a "Matching Service" (as such term is used in Internal Revenue Service Notice 88-75)) representing more than a 2% interest in Partnership capital or profits (the "Safe Harbor Percentages"), unless the General Partner shall have received an opinion of counsel that such sale or transfer may be made without material adverse tax consequence to any partner of the Partnership. Since the Partnership has permitted transfers during taxable year 1997, Oldham has stated in its Offer that it will obtain an opinion of counsel that consummation of the Oldham Offer 2 will not result in material adverse tax consequences to the Partnership's partners. Everest does not make a similar statement in its offer. However, in order to comply with the Partnership Agreement, if the Units acquired by Everest pursuant to the Everest Offer, when aggregated with all other transfers during 1997, would result in the Partnership exceeding the Safe Harbor Percentages, the General Partner will require that Everest obtain an opinion of counsel that consummation of the Everest offer will not result in adverse tax consequences to the partners. - - LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE EITHER OFFER. - - Limited Partners who tender their Units will lose the right to receive any future distributions from the Partnership, including distributions from any refinancing or sale of the Partnership's properties. The Partnership has made no distributions to Limited Partners in the past, and there can be no assurance as to the timing, amount or occurrence of any future distributions. - - Limited Partners should consult with their respective advisors about the financial, tax, legal and other consequences of both offers. Enclosed is a copy of the Partnership's amended Statement on Schedule 14D-9 which has been filed with the Securities and Exchange Commission and sets forth the Partnership's response to the offers. Limited Partners are advised to carefully read the amended Schedule 14D-9. Please do not hesitate to call the Partnership at (800) 829-9213 (ext. 10) for assistance in any Partnership matter. BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 3 -----END PRIVACY-ENHANCED MESSAGE-----