-----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, DDXXZoD0Z6YMaTj02/v8OkzNRzIpFwMrDcapJLygo8TJTL9FsEmgbF3XqPBMx6fj X2dfxXmwi/wPD9CuQ5G0ug== 0000912057-97-029690.txt : 19970912 0000912057-97-029690.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-029690 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970902 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: SEC FILE NUMBER: 005-51307 FILM NUMBER: 97673997 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 SCHED 14D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------ AMENDMENT NO. 2 TO THE SCHEDULE 14D-9 FILED ON AUGUST 18, 1997 and AMENDMENT NO. 3 to the SCHEDULE 14D-9 FILED ON JULY 24, 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 and as further amended by another amendment thereto dated August 25, 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, as amended by the amendment thereto dated August 20, 1997. This Amendment amends the previously filed Schedule 14D-9 to add additional information. Capitalized terms used but not defined herein have the meaning ascribed to them in the Previously Filed Schedule 14D-9. Item 4. The Solicitation or Recommendation. Item 4(b) is hereby amended by replacing the sixth bullet paragraph with the following bullet paragraph - - The Oldham Offer requires you to assign all Low-Income Housing Credits (approximately $11.83 per Unit per month in 1997), tax losses and distributions, allocated or distributed with regard to the Units after August 31, 1997. However, the Oldham Offer does not require you to bear the cost of transfer fees. The Everest Offer requires you to assign all Distributions (as defined in the Everest Offer) with regard to the Units after July 31, 1997, but only requires the assignment of tax credits allocated with regard to the Units after September 30, 1997. However, the Everest Offer requires you to bear the cost of the transfer fees of $10 per Unit transferred ($100 minimum and $500 maximum). 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 September 2, 1997. 2 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: September 2, 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 3 EXHIBIT INDEX EXHIBIT NO. TITLE 99.(a)(3) Letter from Boston Financial Tax Credit Fund VIII, A Limited Partnership, to Limited Partners, dated September 2, 1997. 4 EX-99.(A)(3) 2 EXHIBIT 99(A)(3) BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 101 Arch Street Boston, MA 02110 September 2, 1997 Dear Limited Partner: 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 provides additional information with regard to the Partnership's response to the tender offer by Oldham Institutional Tax Credits LLC and the tender offer by Everest Tax Credit Investors, LLC and Everest Tax Credit Investors II, LLC, each 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 -----END PRIVACY-ENHANCED MESSAGE-----