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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
and
AMENDMENT NO. 1
to
SCHEDULE 14D-9
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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Item 1. Security and Subject Company.
The name of the subject company is Boston Financial Qualified Housing Tax
Credits L.P. V, A Limited Partnership, a Massachusetts limited partnership
(the "Partnership"), which has its principal executive offices at 101 Arch
Street, Boston, Massachusetts 02110. The general partners of the Partnership
are Arch Street V, Inc., a Massachusetts corporation with principal executive
offices at 101 Arch Street, Boston, Massachusetts 02110 (the "Managing
General Partner"), and Arch Street V Limited Partnership, a Massachusetts
limited partnership with principal executive offices at 101 Arch Street,
Boston, Massachusetts 02110 (the "Co-General Partner," and together with the
Managing General Partner, the "General Partners"). The title of the class of
equity securities to which this statement relates is the Partnership's Units
(the "Units") representing units of limited partnership interests in the
Partnership.
Item 2. Tender Offer of the Bidder.
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 dated August 18, 1997 (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 August 18, 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 $555 to $635 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 (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, and the related 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). The purchase price for the Everest Offer is $600
per Unit, net to the seller in cash (the "Everest Purchase Price"), without
interest thereon.
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The address of Everest's principal executive offices is 199 South Robles
Avenue, Suite 440, Pasadena, California 91101.
Item 3. Identity and Background.
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b) (1) The Partnership does not have any employees, directors or
executive officers. All decisions with respect to the management of the
Partnership and its affairs are made only with the consent of its General
Partners. Oldham is an affiliate of the General Partners. There is no
affiliation between Everest and the Partnership, the General Partners or any
of their affiliates. Except as described below, there are no material
contracts, agreements, arrangements or understandings or any actual or
potential conflicts of interest between the General Partners or their
affiliates and the Partnership and its affiliates.
The General Partners and their affiliates have received or will receive
certain types of compensation, fees or other distributions in connection with
the operations of the Partnership. The arrangements for payment of
compensation and fees, as set forth in the Partnership's Amended and Restated
Agreement of Limited Partnership, dated as of March 2, 1990, as amended to
date (the "Partnership Agreement"), the Partnership's prospectus and other
publicly filed documents, were not determined in arm's-length negotiations
with the Partnership.
In accordance with the Partnership Agreement, the Partnership is required
to pay certain fees to and reimburse expenses of the Managing General Partner
and others in connection with the organization of the Partnership and the
offering of its Units. Commissions, fees and accountable expenses related to
the sale of the Units totaling $9,499,984 have been charged directly to
Limited Partners' equity. In connection therewith, $5,858,935 of selling
expenses and $3,641,049 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the Managing General Partner.
The Partnership is required to pay a non-accountable expense allowance for
marketing expense equal to a maximum of 1% of gross offering proceeds; this
amount is included in total offering expenses. The Partnership has paid
$50,000 in organization costs to an affiliate of the Managing General
Partner. Total organization and offering expenses exclusive of selling
commissions did not exceed 5.5% of the gross offering proceeds and
organizational and offering expenses, inclusive of selling commissions and
underwriting advisory fees did not exceed 14.0% of the gross offering
proceeds. No organizational fees and expenses or selling expenses were paid
during the years ended March 31, 1997, 1996 and 1995.
In accordance with the Partnership Agreement, the Partnership is required
to pay acquisition fees to and reimburse acquisition expenses of the Managing
General Partner or its affiliates for selecting, evaluating, structuring,
negotiating, and closing the Partnership's investments in Local Limited
Partnerships. Acquisition fees total
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7% of the gross offering proceeds. Acquisition expenses, which include such
expenses as legal fees and expenses, travel and communications expenses,
costs of appraisals, accounting fees and expenses, totaled 1.5% of the gross
offering proceeds. As of March 31, 1997 acquisition fees totaling $4,825,005
for the closing of the Partnership's investments in Local Limited
Partnerships were paid to an affiliate of the Managing General Partner.
Acquisition expenses totaling $899,430 were reimbursed to an affiliate of the
Managing General Partner. No acquisition fees or expenses were paid during
the three years ended March 31, 1997.
Pursuant to the Partnership Agreement, an affiliate of the Managing
General Partner is entitled to a fee (the "Asset Management Fee") for its
services in connection with the administration of the affairs of the
Partnership. The Asset Management Fee is payable annually and is calculated
by multiplying 0.275% by the consumer price index and then multiplying the
product by the gross proceeds of the offering. This formula currently
results in the amount of .343% being multiplied by the gross proceeds of the
offering. The Asset Management Fees earned during the years ended March 31,
1997, 1996 and 1995 are as follows:
1997 1996 1995
Asset Management Fees $231,035 $224,953 $219,149
According to the Partnership Agreement, the Managing General Partner or
an affiliate is also entitled to receive a subordinated disposition fee (the
"Subordinated Disposition Fee") for services rendered in connection with the
sale of a property or the sale of the Partnership's interest in a Local
Limited Partnership. Payment of such fee shall be subordinated to the Limited
Partners receiving their 6% return as set forth in the Partnership Agreement.
Each Subordinated Disposition Fee is equal to 1% of the sale price in respect
of any such sale (including the principal amount of any mortgage loans and
any related seller financing with respect to a property to which such sale is
subject). For the year ended March 31, 1997, neither the Managing General
Partner nor an affiliate earned any Subordinated Disposition Fee.
The Partnership does not have any employees, but an affiliate of the
Managing General Partner is reimbursed for the cost of the Partnership's
salaries and benefits expenses. The reimbursements are based upon the size
and complexity of the Partnership's operations. Reimbursements paid or
accrued during the years ended March 31, 1997, 1996 and 1995 are as follows:
1997 1996 1995
Salaries and benefits
expense reimbursements $117,763 $115,696 $116,177
The General Partners and their respective officers and directors, are
each entitled to indemnification under certain circumstances from the
Partnership pursuant to provisions of the Partnership Agreement. Generally,
the General Partners are also entitled to reimbursement of expenditures made
on behalf of the Partnership.
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Under the Partnership Agreement, the General Partners are entitled to
receive 1% of cash distributions to the partners of the Partnership. The
Partnership has not paid any cash distributions to the General Partners in
the three years ended March 31, 1997.
In accordance with the Partnership Agreement, an affiliate of the General
Partners (SLP, Inc.) is entitled to receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership, if such affiliate is
still a limited partner of that Local Limited Partnership at the time of such
transaction.
The General Partners and their respective officers and directors are
entitled to indemnification under certain circumstances from the Partnership
pursuant to provisions of the Partnership Agreement. Generally, the General
Partners are also entitled to reimbursement of expenditures made on behalf of
the Partnership.
In addition, under the terms of the Partnership Agreement, upon the
removal of a General Partner by the Limited Partners of the Partnership (the
"Limited Partners") or upon the occurrence of an "Event of Withdrawal," as
defined in the Partnership Agreement, the General Partner may be entitled to
the fair market value of its interest, which will be payable over a five year
period.
(2) Except as described below, there are no material contracts,
agreements, arrangements or understandings or any actual or potential
conflicts of interest between the General Partners or their affiliates and
Oldham or any of its executive officers, directors or affiliates or Everest
or any of its executive officers, directors or affiliates. Oldham is an
affiliate of the General Partners of the Partnership. The executive officers
and directors of Oldham also serve as executive officers and directors of the
Managing General Partner. Therefore, Oldham and the General Partners,
subject to their fiduciary duties, may have a conflict of interest with
respect to certain matters involving the Partnership and its partners.
The Partnership has been informed that Oldham expects to borrow all of
the funds to purchase Units pursuant to the Oldham Offer from an affiliate of
one of its members, on substantially the same economic terms and conditions
that such affiliate obtains those funds under an existing credit facility
with a national bank or that Oldham may seek alternative financing from that
bank or other national banks on different terms.
Item 4. The Solicitation or Recommendation.
(a) 1. The Oldham Offer: Following receipt of the terms of the Oldham
Offer as supplemented August 18, 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
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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, the General Partners 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.
(b) Although the General Partners are not making a recommendation with
respect to either the Oldham Offer or the Everest Offer, the General Partners
believe that Limited Partners should carefully consider the following factors
in making their own decisions of whether to accept or reject either 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 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 for $600 per Unit. The Oldham Offer exceeds the
Everest Offer by $35 per Unit.
- - 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.
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- - 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.
- - LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO 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.
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- - Limited Partners should consult with their respective advisors about the
financial, tax, legal and other consequences of both offers.
Item 5. Persons Retained, Employed or to Be Compensated.
Neither the Partnership nor any person acting on its behalf has employed,
retained or compensated, or intends to employ, retain or compensate, any
person to make solicitations or recommendations to Limited Partners on its
behalf concerning either the Oldham Offer or the Everest Offer.
Item 6. Recent Transactions and Intent With Respect to Securities.
(a) Neither the Partnership nor the General Partners or any of their
affiliates have effected any transactions in the Units during the past 60 days
(b) Neither the General Partners nor, to the knowledge of the General
Partners, any of their executive officers, directors, affiliates or subsidiaries
intend to tender Units owned by them pursuant to either the Oldham Offer or the
Everest Offer.
Item 7. Certain Negotiations and Transactions by the Subject
Company.
(a) No negotiation is being undertaken or is underway by the Partnership
in response to either the Oldham Offer or the Everest Offer which relates to or
would result in: (1) an extraordinary transaction such as a merger or
reorganization, involving the Partnership or any subsidiary of the Partnership;
(2) a purchase, sale or transfer of a material amount of assets by the
Partnership or any subsidiary; (3) tender offer for or other acquisition of
securities by or of the Partnership; or (4) any material change in the present
capitalization or dividend policy of the Partnership.
(b) Except as described above or in Item 3(b), there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
either the Oldham Offer or the Everest Offer which relate to or would result in
one or more of the matters referred to in Item 7(a).
Item 8. Additional Information to Be Furnished.
On or about July 22, 1997, a representative of Everest Properties, LLC,
and/or its affiliates (collectively, the "Everest Group") contacted an affiliate
of the General Partners (the "GP Affiliate") and indicated that it would like to
obtain a list of the limited partners in one or more of the public limited
partnerships (collectively, the "Boston Financial Partnerships") in which
affiliates of the GP Affiliate were general partners. The Partnership was not
mentioned specifically, but neither was it excluded from that group. It was the
perception of the GP Affiliate, based on prior experiences with the Everest
Group, that if given this list the Everest Group probably would commence a
tender offer for less than 5% of the units in such funds and otherwise
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conduct it so that the requirement to publicly file such an offer with the
Securities and Exchange Commission (the "SEC") and to comply with certain SEC
rules adopted to advance investor protection would not be applicable. The GP
Affiliate views "mini-tenders" as not necessarily being in the best interest
of the limited partners in the Boston Financial Partnerships because of the
lack of public scrutiny of such offers and the non-applicability of certain
SEC rules mandating certain proration and withdrawal rights. Accordingly,
the GP Affiliate did not provide such list. On July 30, approximately a week
after Oldham commenced the Oldham Offer, the Everest Group contacted Oldham
indicating that it was prepared to commence a publicly-filed competing tender
offer at a higher price unless Oldham allowed it to purchase a percentage of
the Units tendered to Oldham in the Oldham Offer. The Everest Group stated a
similar intention concerning two other Boston Financial Partnerships for
which Oldham is currently making tender offers (collectively, the "Tendered
Partnerships"). Oldham rejected this offer. On August 6, representatives of
the Everest Group sent a notice to representatives of Oldham and the General
Partners reiterating the intent of the Everest Group to commence a
publicly-filed tender offer at a higher price ($600 per Unit). On August 11,
1997, the Everest Group commenced a publicly-filed tender offer for the
Partnership and one of the other Tendered Partnerships.
Item 9. Material to be Filed as Exhibits.
(a)(1) Letter from Boston Financial Qualified Housing Tax Credits L.P. V,
A Limited Partnership, to Limited Partners, dated August 18, 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 18, 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
(a)(1) Letter from Boston Financial
Qualified Housing Tax Credits L.P. V, A
Limited Partnership, to Limited Partners,
dated August 18, 1997.
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BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110
August 18, 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"):
(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 $635 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 a cash purchase price of
$600 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
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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 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 for $600 per Unit. The Oldham Offer exceeds the
Everest Offer by $35 per Unit.
- - 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
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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.
- - 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. 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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