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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 ON AUGUST 18, 1997
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
(Name of Subject Company)
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS
(Title of Class of Securities)
100650407
(CUSIP Number of Class of Securities)
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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
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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 Qualified Housing Tax Credits L.P. V, 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 Partners, 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 17,200 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 by the Supplement
thereto dated 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 $635 per Unit to $675 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 3,500 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
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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 $600 per Unit to $675 per Unit
(the "Everest Purchase Price"), without interest thereon.
The address of Everest's principal executive offices is 199 South Rubles
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 on August 18, 1997 and as further supplemented on
August 25, 1997, the General Partners again reviewed and considered the
Oldham Offer. Because of the conflict of interest resulting from the
affiliation between Oldham and the General Partners, the General Partners are
expressing no opinion and are 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 Partners again
reviewed and considered the Everest Offer. Because of the conflict of
interest resulting from the affiliation between Oldham and the General
Partners, the General Partners are expressing no opinion and are remaining
neutral with respect to the Everest Offer.
Item 4(b) is hereby amended by replacing the fifth bullet paragraph in
its entirety with the following bullet paragraph:
- The Everest Offer is for $675 per Unit. The Oldham Offer is also for
$675 per Unit.
Item 9. Material to be Filed as Exhibits.
99.(a)(2) Letter from Boston Financial Qualified Housing Tax Credits L.P.
V, A Limited Partnership, to Limited Partners, dated August 25, 1997.
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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: August 25, 1997
BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V, A LIMITED PARTNERSHIP
By: ARCH STREET V, INC., Managing General
Partner
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
By: ARCH STREET V LIMITED PARTNERSHIP
By: ARCH STREET V, INC., its General
Partner
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
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EXHIBIT INDEX
EXHIBIT NO. TITLE
99.(a)(2) Letter from Boston Financial
Qualified Housing Tax Credits L.P. V, A
Limited Partnership, to Limited Partners,
dated August 25, 1997.
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BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110
August 25, 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 Qualified Housing Tax Credit L.P. V, 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 a cash purchase price of $675 per Unit. The
Purchaser is an affiliate of Arch Street V, Inc. and Arch Street V
Limited Partnership , the general partners of the Partnership
(the "General Partners"), 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 $675 per Unit.
Because the General Partners are affiliated with Oldham, the General
Partners are expressing no opinion and are remaining neutral with respect to
the Oldham Offer and the Everest Offer . Although the General Partners are
not making a recommendation with respect to the either offer, the General
Partners believe 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 Partners. The executive officers
and directors of the managing member of Oldham also serve as the executive
officers and directors of the Managing General Partner. Therefore, the
General Partners, subject to their 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 Partners opposed and
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enable Oldham and the General Partners 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 Partners 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 3,500 Units, which is less than Oldham's
maximum of 17,200 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 more than 5%
of the Units (excluding certain transfers permitted under the Partnership
Agreement ("Permitted Transfers")) and (ii) the transfer of more than 2%
of the Units (excluding Permitted Transfers and transfers made through a
"Matching Service" (as such term is used in Internal Revenue Service Notice
88-75)) (the "Safe Harbor Percentages"), unless the Managing General Partner
shall have received an opinion of counsel that such sale or transfer may
be made without material adverse tax consequences 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 Managing 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.
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- - 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 for the years ended March
31, 1997, 1996, and 1995. In the Partnership's early years, cash
available for distribution was derived from interest earned on the
temporary investment of funds held by the Partnership prior to paying
capital contributions to Local Limited Partnerships. 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 QUALIFIED HOUSING
TAX CREDITS L.P. V, A LIMITED PARTNERSHIP
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