-----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, ITOHjKwMKXTXcglgpT68+10hDQJHSUiBMd1jAu+Op0v5MrhHDVC0JlaVxFEUaXsx XWFHfHqgd7zZktD+nr8TRg== 0000912057-97-029139.txt : 19970828 0000912057-97-029139.hdr.sgml : 19970828 ACCESSION NUMBER: 0000912057-97-029139 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970827 SROS: NONE 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: 97670143 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 SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------ AMENDMENT NO. 1 TO THE SCHEDULE 14D-9 FILED ON AUGUST 18, 1997 and AMENDMENT NO. 2 to the SCHEDULE 14D-9 FILED ON JULY 24, 1997 AND PREVIOUSLY AMENDED AUGUST 18, 1997 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 This Amendment amends the Schedule 14D-9s previously filed (and as amended to date, if applicable) (the "Previously Filed Schedule 14D-9") by Boston Financial Tax Credit Fund VIII, A Limited Partnership, a Massachusetts limited partnership (the "Partnership") with regard to the tender offer disclosed in a Tender Offer Statement on Schedule 14D-1 dated July 24, 1997, as amended by the amendment thereto dated August 18, 1997, by Oldham Institutional Tax Credits LLC ("Oldham"), a Massachusetts limited liability company and an affiliate of the General Partner and with regard to the competing tender offer by Everest Tax Credit Investors, LLC, a California limited liability company, and Everest Tax Credit Investors II, LLC, a California limited liability (together, Everest") disclosed in a Tender Offer Statement on Schedule 14D-1 dated August 11, 1997. This Amendment amends the previously filed Schedule 14D-9 to reflect the changes to date in each of the tender offers. Capitalized terms used but not defined herein have the meaning ascribed to them in the Previously Filed Schedule 14D-9. Item 2. Tender Offer of the Bidder. Item 2 is hereby amended in its entirety as follows: 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 thereto dated August 18, 1997 and as further amended by Amendment No. 2 thereto dated August 25, 1997 as amended, (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 as further supplemented by the Supplement thereto dated August 25, 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 $880 per Unit to $925 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, as amended by the amendment thereto dated August 20, 1997 (as amended, 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 as supplemented by the Supplement thereto dated August 20, 1997, and the related 2 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). Everest has increased the purchase price for the Everest Offer from $840 per Unit to is $925 per Unit (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. Item 4. The Solicitation or Recommendation. Item 4(a) is hereby amended in its entirety as follows: (a) 1. The Oldham Offer: Following receipt of the terms of the Oldham Offer as supplemented August 18, 1997 and as further supplemented on August 25, 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 as supplemented on August 20, 1997, the General Partner again 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. Item 4(b) is hereby amended by replacing the fifth bullet paragraph with the following bullet paragraph * The Everest Offer is for $925 per Unit. The Oldham Offer is for $925 per Unit. Item 9. Material to be Filed as Exhibits. (a)(2) Letter from Boston Financial Tax Credit Fund, VIII A Limited Partnership, to Limited Partners, dated August 27, 1997. 3 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 27, 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 4 EXHIBIT INDEX EXHIBIT NO. TITLE 99.(a)(2) Letter from Boston Financial Tax Credit Fund VIII, A Limited Partnership, to Limited Partners, dated August 27, 1997. 5 EX-99.(A)(2) 2 EXHIBIT 99.(A)(2) BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 101 Arch Street Boston, MA 02110 August 27, 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") and both bidders have recently revised such offers: (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 $925 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 an increased cash purchase price of $925 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 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. 2 - - 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 as amended to date. 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-----