<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
------------------------
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
(NAME OF SUBJECT ISSUER)
EVEREST TAX CREDIT INVESTORS, LLC
EVEREST TAX CREDIT INVESTORS II, LLC
(BIDDERS)
UNITS OF INTEREST
(TITLE OF CLASS OF SECURITIES)
100650407
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
W. ROBERT KOHORST
EVEREST PROPERTIES II, LLC
199 SOUTH ROBLES AVENUE, SUITE 440
PASADENA, CALIFORNIA 91101
(626) 585-5920
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
------------------------
COPY TO:
PETER J. TENNYSON, ESQ.
VINCENT D. LOWDER, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
SEVENTEENTH FLOOR
695 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626-1924
(714) 668-6200
------------------------
CALCULATION OF FILING FEE
Transaction Valuation*: $2,362,500 Amount of Filing Fee: $473
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 3,500 units of interest of the subject partnership for $675 per
unit in cash. The amount of the filing fee, calculated in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate of the cash offered by the bidder.
[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 the date of its filing.
Amount Previously Paid: $420 Filing Party: Everest Tax Credit Investors, LLC
Form or Registration No.: Schedule 14D-1 Date Filed: August 11, 1997
================================================================================
Index to Exhibits Located at Page: N/A
<PAGE> 2
SCHEDULE 14D-1
- ---------------------------------------
CUSIP No.: 100650407
- ---------------------------------------
<TABLE>
<C> <S>
- ---------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST TAX CREDIT INVESTORS, LLC
- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
NONE
- ---------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
- ---------------------------------------------------------------------------------------------
10 TYPE OF PERSON REPORTING
OO
- ---------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
14D-1
- ---------------------------------------
CUSIP No. 100650407
- ---------------------------------------
<TABLE>
<C> <S>
- ---------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST TAX CREDIT INVESTORS II, LLC
- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
NONE
- ---------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
- ---------------------------------------------------------------------------------------------
10 TYPE OF PERSON REPORTING
OO
- ---------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 4
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on August 11, 1997 by Everest Tax Credit Investors,
LLC, a California limited liability company and Everest Tax Credit Investors II,
LLC, a California limited liability (collectively, the "Purchaser") (the
"Schedule D-1"), to increase the purchase price. As amended, this statement
relates to the Offer by the Purchaser to purchase up to 3,500 of the units of
interest (the "Units") of the Partnership at $675 per Unit, less the amount of
Distributions (as defined in the Offer to Purchase) per Unit, if any, made by
the Partnership after July 31, 1997, and less any tax credits allocable to
selling Unitholders after September 30, 1997, and less any Partnership transfer
fees, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 11, 1997, as it may be supplemented or amended from time
to time (the "Offer to Purchase"), including by the Notice of Increase and
Supplement to the Offer to Purchase dated August 20, 1997 (the "Supplement") and
the related Agreement of Transfer and Letter of Transmittal, as it may be
supplemented or amended from time to time (the "Letter of Transmittal," which,
together with the Offer to Purchase and the Supplement constitute the "Offer"),
to include the terms set forth below. Capitalized terms used but not defined
herein have the meaning ascribed to them in the Offer to Purchase. The following
items are amended as follows:
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended by adding the following:
Reference is hereby made to the information set forth in the Supplement,
attached hereto as Exhibit 99.5, which is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended by adding the following:
Reference is hereby made to the information set forth in the Supplement,
attached hereto as Exhibit 99.5, which is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by adding the following:
Reference is hereby made to the entire text of the Supplement, attached
hereto as Exhibit 99.5, and the revised Agreement of Transfer and Letter of
Transmittal, attached hereto as Exhibit 99.6, which are incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following, which are attached as
exhibits:
<TABLE>
<S> <C>
99.5 Notice of Increase and Supplement to Offer to Purchase, dated August 20, 1997.
99.6 Revised Agreement of Transfer and Letter of Transmittal.
99.7 Text of Press Release dated August 20, 1997.
</TABLE>
4
<PAGE> 5
SIGNATURE
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 20, 1997
EVEREST TAX CREDIT INVESTORS, LLC and
EVEREST TAX CREDIT INVESTORS II, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /s/ W. ROBERT KOHORST
------------------------------------
W. Robert Kohorst
President
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------
<C> <S>
99.5 Notice of Increase and Supplement to Offer to Purchase, dated August 20, 1997
99.6 Revised Agreement of Transfer and Letter of Transmittal
99.7 Text of Press Release, dated August 20, 1997
</TABLE>
6
<PAGE> 1
EXHIBIT 99.5
EVEREST TAX CREDIT INVESTORS, LLC
EVEREST TAX CREDIT INVESTORS II, LLC
199 SOUTH LOS ROBLES AVENUE, SUITE 440
PASADENA, CALIFORNIA 91101
(800) 611-4613
NOTICE OF INCREASE AND SUPPLEMENT TO OFFER TO PURCHASE
$675 PER UNIT
Dear Limited Partner:
EVEREST HEREBY AMENDS ITS OFFER TO INCREASE THE PURCHASE PRICE OF UNITS IN
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V, A LIMITED PARTNERSHIP, TO
$675 PER UNIT, NET TO THE SELLER IN CASH, without interest, less the amount of
Distributions (as defined in the Offer to Purchase) per Unit, if any, made by
the Partnership after July 31, 1997, and less any tax credits (allocable at
approximately $12.58 per month) allocated to selling Limited Partners after
September 30, 1997, and less any transfer fees imposed by the Partnership for
each transfer ($10 per Unit, minimum $100 per transfer).
In considering the Offer, Limited Partners may wish to consider the
following:
- THE CASH PURCHASE PRICE OF $675 PER UNIT, NET, OFFERED BY EVEREST EXCEEDS
THE PRICE OFFERED BY OLDHAM INSTITUTIONAL TAX CREDITS LLC ("OLDHAM"), AN
AFFILIATE OF THE PARTNERSHIP'S GENERAL PARTNER, ON OR ABOUT AUGUST 18,
1997.
- IF YOU HAVE ALREADY TENDERED YOUR UNITS IN OLDHAM'S OFFER, YOU MAY TENDER
TO EVEREST AT THE HIGHER PRICE AND WITHDRAW FROM THE OLDHAM OFFER, BUT TO
DO SO, EVEREST MUST RECEIVE BY FAX OR OTHERWISE A COMPLETED AGREEMENT OF
TRANSFER NO LATER THAN THURSDAY, AUGUST 28, 1997 TO ENSURE A TIMELY
WITHDRAWAL.
- Everest is making the Offer with a view to making a profit for itself.
Accordingly, there is a conflict between the desire of Everest to
purchase Units at a low price and the desire of the Limited Partners to
sell their Units at a high price.
- The Offer is an immediate opportunity for Limited Partners to liquidate
their investments in the Partnership, but Limited Partners who tender
their Units will be giving up the opportunity to participate in any
potential future benefits, including allocations of tax credits, from
ownership of Units.
Everest Tax Credit Investors, LLC, a California limited liability company
and Everest Tax Credit Investors II, LLC, a California limited liability company
(collectively, "Everest"), amends its offer to purchase up to 3,500 units of
interest ("Units") in Boston Financial Qualified Housing Tax Credits L.P. V, a
Limited Partnership, a Massachusetts limited partnership (the "Partnership"),
upon the terms and conditions set forth in the Offer to Purchase, dated August
11, 1997 (the "Offer to Purchase"), in this Notice of Increase and Supplement to
Offer to Purchase (the "Supplement"), and in the related Agreement of Transfer
and Letter of Transmittal (the "Agreement of Transfer"), as each
<PAGE> 2
may be supplemented or amended from time to time. The Offer to Purchase, this
Supplement and the Agreement of Transfer constitute the "Offer." Capitalized
terms not otherwise defined herein have the meanings given in the Offer to
Purchase.
Certain Additional Information Concerning Everest. Based on the Purchase
Price of $675 per Unit, Everest estimates that the total amount of funds
necessary to purchase all Units sought by this Offer and to pay related fees and
expenses will be approximately $2,425,000. Everest expects to obtain these funds
by means of equity capital contributions from its members at the time the Units
tendered pursuant to the Offer are accepted for payment. Such members will fund
their capital contributions through existing cash and other financial assets
which in the aggregate are sufficient to provide the funds required in
connection with the Offer without any additional borrowings.
Certain Details of the Offer. For your convenience, an amended copy of the
Agreement of Transfer is included with this Supplement. LIMITED PARTNERS WHO
HAVE ALREADY SENT TO EVEREST A PREVIOUSLY CIRCULATED AGREEMENT OF TRANSFER DO
NOT HAVE TO DO ANYTHING FURTHER TO RECEIVE THE INCREASED PURCHASE PRICE. Everest
will accept tenders made on either the original or the amended Agreements of
Transfer.
Limited Partners tendering into Everest's Offer on or before Thursday,
August 28, 1997, will be deemed to have withdrawn any previous tenders of their
Units to Oldham. Everest will send the notice of such withdrawal. Limited
Partners tendering into Everest's Offer bear the risk that Everest will prorate
its acceptance of Units or will withdraw its Offer after the time to accept the
Oldham offer expires.
Everest expressly reserves the right to extend the period of time during
which the Offer is open and thereby delay acceptance for payment of, and the
payment for, any Units. Notice of any such extension will promptly be
disseminated to Limited Partners in a manner reasonably designed to inform
Limited Partners of such change in compliance with Rule 14d-4(c) under the
Securities Exchange Act of 1934 (the "Act"). In the case of an extension of the
Offer, the extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., New York City time, on the next
business day after the scheduled expiration date of the Offer, in accordance
with Rule 14e-1(d) under the Act.
We encourage you to read the Offer to Purchase completely and to return
your completed Agreement of Transfer promptly. The Offer is scheduled to expire
on September 9, 1997. The Offer, withdrawal rights and proration period will
expire at 12:00 midnight, New York City time on Tuesday, September 9, 1997,
unless the Offer is extended.
If you have any questions, please call us at 800) 611-4613 (toll free).
Sincerely,
EVEREST TAX CREDIT INVESTORS, LLC
EVEREST TAX CREDIT INVESTORS II, LLC
August 20, 1997
<PAGE> 1
EXHIBIT 99.6
AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
FOR UNITS OF INTEREST
IN
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
FOR $675 PER UNIT
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers, conveys and delivers and irrevocably
directs any custodian or trustee to sell, assign, transfer, convey and deliver
("Transfer") to Everest Tax Credit Investors, LLC, a California limited
liability company, and Everest Tax Credit Investors II, LLC, a California
limited liability company (collectively, the "Purchaser"), all of the Seller's
right, title and interest in units of interest (the "Units") in Boston Financial
Qualified Housing Tax Credits L.P. V, a Limited Partnership, a Massachusetts
limited partnership (the "Partnership"), for $675 per Unit, less the amount of
Distributions (as defined in the Offer to Purchase) per Unit, if any, made to
Seller by the Partnership after July 31, 1997 and before the date on which the
Purchaser purchases the Units tendered pursuant to the Offer (the "Purchase
Date") and all tax credits allocated to Seller after September 30, 1997, in
accordance with and pursuant to the Offer to Purchase, dated August 11, 1997, as
it may be supplemented or amended from time to time (the "Offer to Purchase"),
including by the Notice of Increase and Supplement to Offer to Purchase, dated
August 20, 1997 (the "Supplement"), and this Agreement of Transfer and Letter of
Transmittal, as it may be supplemented or amended from time to time (the "Letter
of Transmittal," which together with the Offer to Purchase and the Supplement
constitute the "Offer").
Such Transfer shall include, without limitation, all rights in, and claims
to, any Partnership profits and losses, tax credit allocations, cash
distributions, voting rights and other benefits of any nature whatsoever
distributable or allocable to such Units under the Partnership's Amended and
Restated Agreement of Limited Partnership, as amended (the "Partnership
Agreement"), and all certificates evidencing the same, and Seller agrees
immediately to endorse and deliver to Purchaser all distribution checks received
from the Partnership after the Purchase Date. The Seller hereby irrevocably
constitutes and appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to such Units, to deliver such Units and transfer ownership
of such Units on the Partnership's books maintained by the General Partner of
the Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser, to immediately revoke and
withdraw all prior tenders of Units hereof, to direct any custodian or trustee
holding record title to the Units to do any of the foregoing, including the
execution and delivery of a copy of this Letter of Transmittal, and upon payment
by the Purchaser of the purchase price, to receive all benefits and cash
distributions, endorse Partnership checks payable to Seller and otherwise
exercise all rights of beneficial ownership of such Units. The Purchaser shall
not be required to post bond of any nature in connection with this power of
attorney.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. If the undersigned is signing on behalf of
an entity, the undersigned declares that he has authority to sign this document
on behalf of the entity. The Seller further represents and warrants that the
Seller is a "United States person", as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, that the Seller does not own beneficially or of record more than
5% of the outstanding Units.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase (including proration), the Purchaser may not be required
to accept for payment any or all of the Units tendered hereby. In such event,
the undersigned understands that this Letter of Transmittal will be effective to
<PAGE> 2
Transfer only those Units accepted for purchase by the Purchaser and any Letter
of Transmittal for Units not accepted for payment may be destroyed by the
Purchaser (in accordance with its customary practice).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
Upon request, the Seller will execute and deliver, and irrevocably directs
any custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form as the Seller's Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding. The Seller hereby also certifies, under penalties
of perjury, that the Seller, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate (as those
terms are defined in the Internal Revenue Code and Income Tax Regulations). The
Seller understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by the
Purchaser and the determinations will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal) will be final and binding. The Purchaser will have the right to
waive any defects or conditions as to the manner of tendering. Any defects in
connection with tenders, unless waived, must be cured within such time as the
Purchaser will determine. This Letter of Transmittal will not be valid until all
defects have been cured or waived.
Date: August 20, 1997
NOTICE OF WITHDRAWAL OF PRIOR TENDER
Execution and delivery of this Letter of Transmittal shall constitute
notice that the undersigned owner(s) irrevocably elects to withdraw all prior
tenders of any Units covered hereby made by such owner(s), including any tenders
made to Oldham Institutional Tax Credits LLC under its offer dated July 24,
1997, as amended on August 18, 1997, and as it may be further amended.
ALL
[Specify Number of Units Tendered if less than "ALL"]
- ------------------------------------------------------
[Your Telephone Number]
- ------------------------------------------------------
[Your Social Security or Taxpayer ID Number]
- ------------------------------------------------------
- ------------------------------------------------------
[Your Address]
- ------------------------------------------------------
[Signature of Owner]
- ------------------------------------------------------
[Print Name]
- ------------------------------------------------------
[Signature of Co-Owner]
- ------------------------------------------------------
[Print Name]
- ---------------------------------------------------------
The completed Letter of Transmittal and original Partnership Certificate(s) (if
available) should be forwarded to:
EVEREST PROPERTIES II, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
Attn: Securities Processing Department
(626) 585-5920/Facsimile (626) 585-5929
RE: BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V, A LIMITED PARTNERSHIP
- ---------------------------------------------------------
<PAGE> 1
EXHIBIT 99.7
TEXT OF NEWS RELEASE
FOR IMMEDIATE RELEASE
AUGUST 20, 1997
EVEREST TAX CREDIT INVESTORS, LLC AND EVEREST TAX CREDIT
INVESTORS II, LLC, ANNOUNCES INCREASE IN PRICE OF UNITS
SOUGHT IN TENDER OFFER
PASADENA, CALIFORNIA, AUGUST 20, 1997 -- Everest Tax Credit Investors, LLC
and Everest Tax Credit Investors II, LLC ("Everest") announced today that
Everest has increased the purchase price in each of its tender offers for units
of interest ("Units") in each of Boston Financial Qualified Housing Tax Credits
L.P. V, a Limited Partnership ("Boston V") and Boston Financial Tax Credit Fund
VIII, a Limited Partnership ("Boston VIII").
Everest will now purchase up to 3,500 Units in Boston V for a purchase
price of $675 and up 1,825 Units in Boston VIII for a purchase price of $925,
less the amount of distributions per unit, if any, made by the applicable
partnership after July 31, 1997, and less any tax credits allocated to selling
unitholders after September 30, 1997, and less any transfer fees imposed by the
applicable partnership for each transfer.
Supplements to Everest's offers to purchase have been prepared and a
request is being made to the partnerships for the prompt dissemination of the
supplements to the respective unitholders.
The amended offer is subject to the conditions contained in the offers to
purchase. The offers, withdrawal rights and proration periods will expire at
12:00 midnight, New York City Time on Tuesday, September 9, 1997, unless the
offer is extended.
Everest expressly reserves the right to extend the period of time during
which the offers are open and thereby delay acceptance for payment of, and the
payment for, any Units. Notice of any such extension will promptly be
disseminated to unitholders in a manner reasonably designed to inform
unitholders of such change in compliance with Rule 14d-4(c) under the Securities
Exchange Act of 1934 (the "Act"). In the case of an extension of the offers, the
extension will be followed by a press release or public announcement which will
be issued no later than 9:00 a.m., New York City time, on the next business day
after the scheduled expiration date of the offers, in accordance with Rule
14e-1(d) under the Act.
Questions, requests for assistance and requests for copies of Everest's
supplemented tender offer materials should be directed to Everest Properties II,
LLC at (800) 611-4613.
