SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
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LIBERTY TAX CREDIT PLUS III L.P.
(Name of Subject Company)
LEHIGH TAX CREDIT PARTNERS L.L.C.
(Bidder)
BENEFICIAL ASSIGNMENT CERTIFICATES
(Title of Class
of Securities)
531280 30 3
(CUSIP Number of Class
of Securities)
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J. Michael Fried
c/o Related Capital Company
625 Madison Avenue
New York, NY 10022
Copies to:
Peter M. Fass
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
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$10,325,000 $2,065
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 17,500 Beneficial Assignment Certificates (representing
assignments of limited partnership interests) ("BACs") of the subject company
for $590 per BAC in cash.
[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 date of its filing.
Amount previously paid: $2,065
Form or registration no.: Schedule 14D-1
Filing party: Lehigh Tax Credit Partners L.L.C.
Date filed: April 10, 1997
(Continued on following pages)
(Page 1 of 6 pages)
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Cusip No.: 531280 30 3 14D-1 Page 2 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
95 Beneficial Assignment Certificates (representing assignments
of limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
OO
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Cusip No.: 531280 30 3 14D-1 Page 3 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS, INC.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
95 Beneficial Assignment Certificates (representing assignments
of limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
CO
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AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission on April 10, 1997 by Lehigh
Tax Credit Partners L.L.C., a Delaware limited liability company ("the
Purchaser"), as amended by Amendment No. 1 dated April 24, 1997 and Amendment
No. 2 dated May 5, 1997, relating to the tender offer by the Purchaser to
purchase up to 17,500 issued and outstanding Beneficial Assignment Certificates
("BACs") representing assignments of limited partnership interests ("Limited
Partnership Interests") in Liberty Tax Credit Plus III L.P., a Delaware limited
partnership (the "Partnership"), to include the information set forth below.
Terms not otherwise defined herein shall have the meanings ascribed to them in
the Schedule 14D-1 and the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to BACs holders and the press
release dated May 9, 1997, copies of which are attached hereto as Exhibits
(a)(7) and (a)(8), respectively, is incorporated herein in its entirety by
reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following, copies
of which are attached hereto as exhibits:
(a)(7) Letter, dated May 9, 1997, from Lehigh Tax Credit Partners
L.L.C. to the holders of BACs.
(a)(8) Press Release dated May 9, 1997.
4
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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: May 9, 1997
LEHIGH TAX CREDIT PARTNERS L.L.C.
By: Lehigh Tax Credit Partners,
Inc., its managing member
By: /s/ Alan P. Hirmes
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Name: Alan P. Hirmes
Title: Vice President
LEHIGH TAX CREDIT PARTNERS, INC.
By: /s/ Alan P. Hirmes
----------------------------
Name: Alan P. Hirmes
Title: Vice President
5
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EXHIBIT INDEX
EXHIBIT
NO. TITLE
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(a)(7) Letter, dated May 9, 1997, from Lehigh Tax Credit Partners L.L.C.
to the holders of BACs.
(a)(8) Press Release dated May 9, 1997.
6
Exhibit (a)(7)
LEHIGH TAX CREDIT PARTNERS L.L.C.
625 Madison Avenue
New York, New York 10022
May 9, 1997
OFFER EXTENDED TO FRIDAY, MAY 30, 1997
To BACs holders in Liberty Tax Credit Plus III L.P.:
Lehigh Tax Credit Partners L.L.C., a Delaware limited liability
company (the "Purchaser"), has extended its offer to purchase up to 17,500 of
the outstanding Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests of Liberty Tax Credit Plus III L.P.
(the "Partnership") for a cash purchase price of $590 per BAC, net to the seller
in cash, upon the terms and subject to the conditions in the Offer to Purchase,
dated April 10, 1997, the Supplement to the Offer to Purchase, dated April 24,
1997, and the related Letter of Transmittal (which together constitute the
"Offer"). UNLESS EXTENDED BY THE PURCHASER, THE OFFER WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON MAY 30, 1997. All other terms and conditions of the Offer
remain unchanged.
Clarification of possible tax ramifications to tendering BACs holders:
Tendering BACs holders who have not utilized passive losses: A BACs
holder who sells his or her BACs pursuant to this Offer will receive $590
of proceeds per BAC that may result in a taxable gain, which gain could be
sheltered by unused passive losses. In the case of an individual BACs
holder who acquired BACs pursuant to the original offering of BACs by the
Partnership and who has not utilized the passive losses from the
Partnership to offset current passive income, the ability to use unapplied
passive losses from the Partnership should offset any gain recognized on a
sale of those BACs, so that the BACs holder would not be required to make a
federal tax payment. In addition, if an individual sells all of his or her
BACs, unused passive losses of up to approximately $410 per BAC may be
available to offset other capital gains of such BACs holder.
Tendering BACs holders who have utilized passive losses: An individual
BACs holder who acquired BACs pursuant to the original offering of BACs by
the Partnership and has utilized all of his passive losses (therefore not
able to shelter any gain from the sale of BACs) is expected to recognize a
taxable gain of approximately $275 per BAC.
BACs HOLDERS SHOULD CONSULT WITH THEIR RESPECTIVE FINANCIAL, TAX,
LEGAL AND OTHER ADVISORS REGARDING THE CONSEQUENCES OF THE LEHIGH OFFER TO THEM.
The Purchaser believes that the projected aggregate per BAC benefit
from the Offer, together with the benefits received since 1989, total
approximately $2,050. Such benefits include $590 (the Purchase Price) plus $960
(representing the Tax Credits allocated through May 31, 1997) plus approximately
$115 (representing the tax
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savings attributable to the use of the capital loss of $410 mentioned in the
preceding section, assuming a tax rate of 28%) plus approximately $380
(representing the assumed return on the reinvestment of the Purchase Price at 5%
for 10 years). The projected benefit of $2,050 assumes the BACs holder acquired
the BACs pursuant to the original offering and such BACs holder did not utilize
any passive losses. The projected benefit may be more or less depending on,
among other things, a tendering BACs holder's tax rate and the return a
tendering BACs holder may earn when investing the Purchase Price.
The Purchaser believes that such aggregate projected benefit compares
favorably with the potential benefits to a BACs holder who remains in the
Partnership, continuing to receive Tax Credits, and assuming a return of the
original investment of $1,000 as the Partnership's 63 properties are sold. The
aggregate of such continued benefits would be approximately $2,087, which
include $960 (the Tax Credits allocated through May 31, 1997) plus $482 (the
present value at 5% of the remaining Tax Credits to be allocated over the
remaining credit period) plus approximately $645 (the present value at 5% of
receiving back a BACs holder's original $1,000 investment, paid ratably over the
4 years following the end of the compliance period). There can, however, be no
guarantee that these benefits will be realized. Neither of the General Partners
of the Partnership, nor the Purchaser, is making any representation, and there
can be no assurance, that any or all of the properties of the Partnership will
be sold and, if sold, will result in distributable cash sufficient to return any
of a BACs holder's original investment.
If you need additional information regarding the Offer or need
assistance in tendering your BACs, please do not hesitate to call Denise
Bernstein, c/o Related Capital Company, at (800) 600-6422 (ext. 2030).
LEHIGH TAX CREDIT PARTNERS L.L.C.
Exhibit (a)(8)
FOR IMMEDIATE RELEASE
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Contact: Related Capital Company
- ------- 800-600-6422 (ext. 2030)
Attention: Denise Bernstein
LEHIGH TAX CREDIT PARTNERS EXTENDS OFFER
NEW YORK, NEW YORK (May 9, 1997) -- LEHIGH TAX CREDIT PARTNERS L.L.C.
has announced that its offer to purchase Beneficial Assignment Certificates
("BACs") of Liberty Tax Credit Plus III L.P. (the "Partnership") for $590 per
BAC has been extended and is now scheduled to expire at 12:00 midnight, New York
City time, on May 30, 1997. As of the close of business on May 8, 1997, 7,234.16
BACs had been tendered to Lehigh Tax Credit Partners and not withdrawn.
For additional information, contact Related Capital Company, the
Information Agent/Depositary for the Offer by Lehigh Tax Credit Partners, at
800-600-6422 (ext. 2030).
