<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
SCHEDULE 14D-1
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 Company)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
(Bidder)
UNITS
(Title of Class of Securities)
100650407
(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
Copies to:
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Amount of
Valuation* Filing Fee
$10,922,000 $2,184.40
- -------------------------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount assumes the
purchase of 17,200 Units of limited partnership interests ("Units") of the
subject company for $635.00 per Unit 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: $1,909.20
Form or Registration No. Schedule 14D-1
Filing party: Oldham Institutional Tax Credits L.L.C.
Date Filed: July 25, 1997
Cusip No.: 100650407 14D-1
- -------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OLDHAM INSTITUTIONAL TAX CREDITS LLC
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; BK
- -------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
{ }
- -------------------------------------------------------------------------------
Page 2
<PAGE>
6. Citizenship or Place of Organization
Massachusetts
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Person does not own any Units. However, the Reporting Person
is an affiliate of the general partners of the Subject Company. Arch
Street V Limited Partnership, one of the general partners of the Subject
Company, acquired 5 Units in the Subject Company in 1989 as the initial
limited partner of the Subject Company in connection with the Subject
Company's original formation.
- -------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
{ }
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%.
- -------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
OO
Cusip No.: 100650407 14D-1
- -------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEST CEDAR MANAGING, INC.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; BK
- --------------------------------------------------------------------------------
Page 3
<PAGE>
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
{ }
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Massachusetts
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Person does not own any Units. However, the Reporting Person
is an affiliate of the general partners of the Subject Company. Arch
Street V Limited Partnership, one of the general partners of the Subject
Company, acquired 5 Units in the Subject Company in 1989 as the initial
limited partner of the Subject Company in connection with the Subject
Company's original formation.
- -------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
{ }
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%.
- -------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
Page 4
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission on July 25, 1997 by Oldham
Institutional Tax Credits LLC, a Massachusetts limited liability company ("the
Purchaser"), relating to the tender offer by the Purchaser to purchase up to
17,200 issued and outstanding Units of limited partnership interests ("Limited
Partnership Interests") in Boston Financial Qualified Housing Tax Credits L.P.
V, A Limited Partnership (the "Partnership"), to include the information set
forth below. Terms not otherwise defined herein shall have the meaning ascribed
to them in the Schedule 14D-1 and the Offer to Purchase.
Item 1. Security and Subject Company.
Item 1(b) is hereby supplemented and amended as follows:
The information set forth in the Introduction to the Supplement to the
Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(4) (the
"Supplement"), is incorporated herein in its entirety by reference.
Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.
Item 3(b) is hereby supplemented and amended as follows:
The information set forth in Section 11 ("Background of the Offer") of the
Supplement is incorporated herein in its entirety by reference.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended as follows:
The information set forth in Section 12 ("Source of Funds") of the
Supplement is incorporated herein in its entirety by reference.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the Supplement is incorporated herein in its
entirety by reference.
Page 5
<PAGE>
Item 11. Material to be Filed as Exhibits.
(a)(4) Supplement to Offer to Purchase dated August 18, 1997.
(a)(5) Letter of Transmittal with respect to Supplement.
(a)(6) Cover Letter, dated August 18, 1997, from Oldham Institutional
Tax Credits LLC to the Limited Partners.
(a)(7) Press Release dated August 18, 1997.
Page 6
<PAGE>
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
OLDHAM INSTITUTIONAL TAX CREDITS LLC
By: West Cedar Managing Inc., its
managing member
By: /s/ Jenny Netzer
-----------------------
Name: Jenny Netzer
Title: President
WEST CEDAR MANAGING, INC.
By: /s/ Jenny Netzer
-----------------------
Name: Jenny Netzer
Title: President
Page 7
<PAGE>
Exhibit (a)(4)
Page 8
<PAGE>
Exhibit (a)(4)
SUPPLEMENT TO THE
OFFER TO PURCHASE
UP TO 17,200
UNITS
in
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V, A LIMITED
PARTNERSHIP
for
$635.00 NET PER UNIT IN CASH
by
OLDHAM INSTITUTIONAL TAX CREDITS LLC
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON AUGUST 29, 1997, UNLESS EXTENDED.
- -------------------------------------------------------------------------------
Oldham Institutional Tax Credits LLC, a Massachusetts limited liability
company (the "Purchaser") hereby supplements and amends its offer to purchase up
to 17,200 of the issued and outstanding Units ("Units") of limited partnership
interests ("Limited Partnership Interests") in Boston Financial Qualified
Housing Tax Credits L.P. V, A Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 24, 1997, this Supplement and the
related Letter of Transmittal, as each may be amended from time to time.
Capitalized terms used but not otherwise defined in this Supplement shall have
the meaning ascribed to them in the Offer to Purchase.
To the Limited Partners of Boston Financial Qualified Housing Tax Credits L.P.
V, A Limited Partnership:
Page 9
<PAGE>
INTRODUCTION
The Introduction to the Offer to Purchase is hereby supplemented and
amended as follows:
The Purchaser hereby supplements and amends its Offer to increase the
Purchase Price to $635.00 per Unit, net to the seller in cash (the "Purchase
Price"), without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 24, 1997, this Supplement and the
related Letter of Transmittal, as each may be supplemented, modified or amended
from time to time (which together constitute the "Offer"). The Purchaser is
also hereby supplementing its Offer to extend the expiration date of the offer
to 12:00 Midnight, Eastern time, on August 29, 1997, unless extended.
FACTORS TO BE CONSIDERED BY LIMITED PARTNERS. In considering the Offer,
Limited Partners are urged to consider the following factors:
- - Limited Partners who have a present or future need for the Low-Income
Housing Credits and/or tax losses from the Units may prefer to retain their
Units and not tender them pursuant to the Offer, or any other tender offer.
Limited Partners who sell their Units will forgo future Low-Income Housing
Credit allocations and cash distributions, if any, from the Partnership.
There can be no assurance that the overall benefits of continuing ownership
would not exceed the benefits of selling now.
- - The Purchaser priced its original Offer based solely on trading prices for
the Units in the secondary market during the twelve-month period ended June
30, 1997 and the estimated present value of the expected remaining
Low-Income Housing Credits. The Purchaser has re-priced this Offer in
response to the change in market conditions caused by the recent competing
tender offer that has been commenced on the Partnership (the "Everest
Offer") by affiliates of Everest Properties, LLC (collectively "Everest").
- - The Purchaser did not consider or attempt to estimate the future
liquidation values of the Apartment Complexes in setting its price. The
Purchaser believes the primary benefits for an investor to be derived from
an investment in the Units are the Low Income Housing Credits and Federal
income tax losses. The Low-Income Housing Credit Program is so recent in
organization (1986) there is a lack of experience concerning the prices at
which such Apartment Complexes may sell at the end of their Compliance
Periods. There can be no assurance that if liquidation values or other
methods of valuation were taken into account that a higher valuation would
not be reached.
- - If the Purchaser is successful in acquiring a significant number of Units
pursuant to the Offer, the Purchaser could be in a position to
significantly influence all Partnership decisions on which Limited Partners
may vote. Additionally, because the Purchaser is affiliated with the
General Partners, the Purchaser's acquisition of
Page 10
<PAGE>
Units may have the effect of making any future change of the Partnership's
current management more difficult.
- - Although limited resale mechanisms are available to the Limited Partners
wishing to sell their Units, there is no formal or organized trading market
for the Units. The Offer will provide Limited Partners with an immediate
opportunity to liquidate their investment in the Partnership for cash
without the usual transaction costs associated with secondary market sales
or partnership transfer fees.
- - Although not necessarily an indication of value, the $635.00 Purchase Price
is competitive with the weighted average selling price for Units reported
in the limited and sporadic secondary market during the 12-month period
ended June 30, 1997. However, there is a wide variance in prices, based on
data obtained from the Partnership and the Chicago Partnership Board, Inc.,
the net per Unit prices in the secondary market during the twelve-month
period ended June 30, 1997 ranged from a low of $375 per Unit to a high of
$667 per Unit and a weighted average of $511 per Unit to $663 per Unit
during the same period. See Section 13 ("Purchase Price Considerations")
in the original Offer to Purchase, as supplemented, by this Supplement.
- - As an alternative to tendering the Units, Limited Partners could retain
their Units until the liquidation of the Partnership or seek to sell their
Units in the secondary market either now or later.
- - The offer price has been established by the Purchaser and is not the result
of arms length negotiations. No independent third party has been retained
to evaluate or render an opinion with respect to the fairness of the
purchase price. There can be no assurance that such a third party would
agree that the price is fair.
- - The General Partners and the Purchaser are affiliates. Therefore, the
General Partners will have a conflict of interest in responding to the
Offer between the interests of its affiliate, the Purchaser, in obtaining a
low price for the Units and the interest of those Limited Partners who
tender their Units to get a high price.
- - As discussed in Section 7 of the original Offer to Purchase - "Effects of
the Offer" termination of the Partnership for federal income tax purposes
would occur if Units representing 50% or more of the total Partnership
capital and profits are transferred within a twelve-month period. The
Partnership Agreement restricts transfers that would cause such a
termination. The Purchaser does not believe its Offer will cause such a
termination in view of the very limited trading that has occurred
historically (less than 5%). However, although it is not likely, there can
be no assurance that if the Purchaser's Offer is fully subscribed (obtains
approximately 25%) that sales of Units in the secondary market and in
private transactions during the twelve month period following completion of
the Offer will not be restricted by these Partnership termination
restrictions.
- - A Limited Partner who acquired his or her Units pursuant to the original
offering of Units by the Partnership is expected to recognize a long-term
capital gain of
Page 11
<PAGE>
approximately $171 per Unit in connection with a sale pursuant to this Offer,
which may be offset by unused passive losses. This $171 per Unit long-term
capital gain would result in a tax liability of approximately $34.20 per Unit
based on a 20% tax rate. Additionally, if such Limited Partner was unable to
utilize his share of previously allocated tax losses of approximately $493 per
Unit as a result of the passive activity limitations discussed in Section 6.
"Certain Federal Income Tax Consequences" and such Limited Partner sells all of
his Units, such losses will no longer be subject to the passive activity
restrictions and will be available to offset taxable income of the Limited
Partner from any source. Under these circumstances, assuming a 35% marginal tax
rate, a sale pursuant to the Offer could generate net tax savings for a Limited
Partner of approximately $138.35 per Unit from the transaction.
- - The Purchaser anticipates that the sale of Units pursuant to the Offer will
not cause a recapture of Low-Income Housing Credits previously taken.
- - Everest's offer is for $600 per Unit. Oldham's offer exceeds the Everest
offer by $35 per Unit.
- - Everest's offer is not net of transaction 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).
- - Everest's 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 than the higher level established by
Oldham.
-------------------------------------------------------------------
THE PURCHASE PRICE HAS BEEN INCREASED TO $635.00. LIMITED PARTNERS WHO
HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL AUTOMATICALLY RECEIVE
THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER ACTION.
-------------------------------------------------------------------
THE TENDER OFFER
1. TERMS OF THE OFFER.
Section 1 of the Offer to Purchase is hereby amended and supplemented to
reflect the extension of the expiration date of the Offer. The term "Expiration
Date" shall mean 12:00 midnight, Eastern time, on August 29, 1997, unless the
Purchaser, in its sole discretion, shall have extended the period of time during
which the Offer is
Page 12
<PAGE>
open, in which event the term "Expiration Date" shall refer to the latest time
and date at which the Offer, as so extended by the Purchaser, will expire.
4. WITHDRAWAL RIGHTS.
Section 4 of the Offer to Purchase is hereby amended by substituting the
word expiration for the word termination in the last sentence of the third
paragraph under that section. Accordingly, that sentence will now read as
follows:
The reservation by the Purchaser of the right to delay the acceptance
or purchase of or payment for Units is subject to the provisions of
Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to
pay the consideration offered or return Units tendered by or on behalf
of Limited Partners promptly after the expiration or withdrawal of the
Offer.
6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
Section 6 in the Offer to Purchase is hereby amended and supplemented to
reflect the effect of recently enacted tax legislation and the increase in the
Purchase Price. The information contained in such section under the subtitle
"CONSEQUENCES TO TENDERING LIMITED PARTNERS" is replaced (except for the last
three paragraphs of such material) in its entirety with the material below.
CONSEQUENCES TO TENDERING LIMITED PARTNER. A Limited Partner will
recognize gain or loss on a sale of Units pursuant to the Offer equal to the
difference between (i) the Limited Partner's "amount realized" on the sale and
(ii) the Limited Partner's adjusted tax basis in the Units sold. The "amount
realized" with respect to a Unit sold pursuant to the Offer will be equal to the
sum of the amount of cash received by the Limited Partner for the Unit plus the
amount of Partnership liabilities allocable to the Unit as determined under Code
Section 752. The amount of a Limited Partner's adjusted tax basis in Units sold
pursuant to the Offer will vary depending upon the Limited Partner's particular
circumstances, and will be adjusted by allocations of Partnership income, gain
or loss to a Limited Partner with respect to such Units. In this regard,
tendering Limited Partners will be allocated a pro rata share of the
Partnership's taxable income or loss with respect to Units sold pursuant to the
Offer through the effective date of the sale.
A Limited Partner who acquired Units pursuant to the original offering of
Units by the Partnership is expected to have an "amount realized" in excess of
his or its adjusted tax basis and therefore will recognize a taxable gain on a
sale of Units pursuant to the Offer. Even if the Limited Partner is subject to
the passive activity loss limitation discussed below, any unused tax losses from
prior years will generally be available to offset gain from the sale of Units.
In general, the character (as capital or ordinary) of a Limited Partner's
gain or loss on a sale of a Units pursuant to the Offer will be determined by
allocating the Limited Partner's amount realized on the sale and his adjusted
tax basis in the Units
Page 13
<PAGE>
sold between "Section 751 items," which are "inventory" and "unrealized
receivables" (including depreciation recapture) as defined in Code Section 751,
and non-Section 751 items. The Purchaser believes that all or substantially all
of any taxable gain realized on a sale of Units pursuant to the Offer will be
treated as a capital gain under these rules.
Under the recently enacted Taxpayer Relief Act of 1997, capital gain
recognized by an individual on the sale of an asset such as a partnership
interest is taxed at a maximum rate of 20% if the individual has held the asset
for at least 18 months at the date of sale, and at a maximum rate of 28% if the
individual has held the asset for at least 12 months at the date of sale.
Capital losses are deductible only to the extent of capital gains, except that
non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of
the amount of their capital gains against ordinary income. Excess capital
losses generally can be carried forward to succeeding years (a corporation's
carry forward period is five years and a non-corporate taxpayer can carry
forward such losses indefinitely). In addition, corporations, but not
non-corporate taxpayers, are allowed to carry back excess capital losses to the
three preceding taxable years.
Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent of
such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
If a Limited Partner is subject to these restrictions and has unused tax losses
attributable to the Partnership from prior years, such tax losses will generally
become available to offset any taxable income of the Limited Partner, provided
the Limited Partner sells all his Units. If a Limited Partner is unable to sell
all his Units (for example, because the Offer is oversubscribed and the
Purchaser must make a pro-rata reduction in Units purchased, as described under
Section 2. "Proration; Acceptance for Payment and Payment for Units"), the
deductibility of such losses would continue to be subject to the passive
activity loss limitation until the Limited Partner sells his remaining Units,
although such losses can be used to offset the gain from the sale of Units or
other passive activity income of the Limited Partner. See Section 7 ("Effects
of the Offer").
A Limited Partner who acquired his or her Units pursuant to the original
offering of Units by the Partnership is expected to recognize a long-term
capital gain of approximately $171 per Unit in connection with a sale pursuant
to this Offer. This would result in a tax liability of approximately $34.20 per
Unit based on a 20% tax rate. Additionally, if such Limited Partner was unable
to utilize his share of previously allocated tax losses of approximately
$493 per Unit as a result of the passive activity limitations discussed above
and such Limited Partner sells all of his Units, such losses will no longer be
subject to the passive activity restrictions and will be available to offset
taxable income of the Limited Partner from any source. Under these
circumstances, assuming a 35% marginal tax rate, a sale pursuant to the Offer
could generate net tax savings for a Limited Partner of approximately
$138.35 per Unit from the transaction.
Page 14
<PAGE>
9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.
Section 9 in the Offer to Purchase is hereby amended by deleting the last
sentence in the first paragraph in that section in which the Purchaser
disclaimed responsibility for information included in certain public reports
filed by the Partnership.
11. BACKGROUND OF THE OFFER.
Section 11 of the Offer to Purchase is hereby supplemented by the material
set forth below.
On or about July 22, 1997 a representative of Everest Properties, LLC
and/or its affiliates (collectively "Everest") 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 experience with Everest, that if given this
list Everest probably would commence a tender offer for less than 5% of the
units in such funds and otherwise 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 mandatory certain proration and
withdrawal rights. Accordingly, the GP Affiliate did not provide such list. On
July 30, approximately a week after the Purchaser commenced its Offer, Everest
contacted the Purchaser indicating that it was prepared to commence a
publicly-filed competing tender offer at a higher price unless the Purchaser
allowed it to purchase a percentage of the Units tendered to the Purchaser in
its Offer. Everest stated a similar intention concerning two other Boston
Financial Partnerships for which the Purchaser is currently making tender offers
(collectively, the "Tendered Partnerships"). The Purchaser rejected this offer.
On August 6, representatives of Everest sent a notice to representatives of the
Purchaser and the General Partners re-iterating the intent of Everest to
commence a publicly-filed tender offer at a higher price ($600 per Unit). On
August 11, 1997 Everest commenced a publicly-filed tender offer for this
Partnership and one of the other Tendered Partnerships.
12. SOURCE OF FUNDS.
Section 12 of the Offer to Purchase is hereby amended to reflect the higher
purchase price. Accordingly, the first sentence of that section is revised to
read as follows:
Page 15
<PAGE>
The Purchaser expects that an aggregate of approximately $10,922,000
(exclusive of fees and expenses) will be required to purchase the
Units sought pursuant to the Offer, if tendered.
13. PURCHASE PRICE CONSIDERATIONS.
Section 13 in the Offer to Purchaser is hereby supplemented as follows:
The Purchaser has increased the Purchase Price to $635.00 net per Unit. The
Purchaser considered the trading prices for the Units in the secondary market
during the twelve-month period ended June 30, 1997 and the estimated present
value of the expected remaining Low-Income Housing Credits in setting the
original offer price. The Purchaser has re-priced this Offer in response to the
change in market conditions caused by the recent competing public tender offer
that has been commenced on the Partnership by Everest. See Section 11 above
("Background of the Offer").
The Purchaser did not consider or attempt to estimate the future
liquidation values of the Apartment Complexes in setting its price. The
Purchaser believes the primary benefits for an investor to be derived from an
investment in the Units in the Low Income Housing Credits and Federal income tax
losses. The Low-Income Housing Program is so recent in organization (1986)
there is a lack of experience concerning the prices at which such Apartment
Complexes may sell at the end of their Compliance Periods. There can be no
assurance that if liquidation values or other methods of valuation were taken
into account that a higher valuation would not be reached.
Limited Partners who sell Units pursuant to the Offer will receive a cash
payment of $635.00 per Unit sold. A Limited Partner who acquired his or her
Units pursuant to the original offering of Units by the Partnership is expected
to recognize a long-term capital gain of approximately $171 per Unit in
connection with a sale pursuant to this Offer. This would result in a tax
liability of approximately $34.20 per Unit based on a 20% tax rate.
Additionally, if such Limited Partner was unable to utilize his share of
previously allocated tax losses of approximately $493 per Unit as a result of
the passive activity limitations discussed above and such Limited Partner sells
all of his Units, such losses will no longer be subject to the passive activity
restrictions and will be available to offset taxable income of the Limited
Partner from any source. Under these circumstances, assuming a 35% marginal tax
rate, a sale pursuant to the Offer could generate net tax savings for a Limited
Partner of approximately $138.35 per Unit from the transaction. Alternatively,
if Limited Partners keep their Units, it is possible that they will eventually
receive proceeds when the properties are sold or refinanced. Additionally, they
may receive the tax benefit of their allocable share of Low-Income Housing
Credits and passive losses plus a capital loss if they ultimately do not receive
a return of their tax adjusted capital. See Section 6 ("Certain Federal Income
Tax Consequences").
Page 16
<PAGE>
************
For your convenience, we have included herewith another copy of the Letter
of Transmittal. For Units to be validly tendered pursuant to the Offer, a
Letter of Transmittal, properly completed and duly executed, together with any
other documents required by the Letter of Transmittal, must be received by the
Information Agent/Depositary at its address on the back cover page of the Offer
to Purchase on or prior to the Expiration Date. HOWEVER, LIMITED PARTNERS WHO
HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL AUTOMATICALLY RECEIVE
THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER ACTION.
Oldham Institutional Tax Credits LLC
August 18, 1997
Page 17
<PAGE>
Exhibit (a)(5)
Page 18
<PAGE>
LETTER OF TRANSMITTAL
TO
TENDER UNITS
IN
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V, A LIMITED PARTNERSHIP
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 24, 1997, AS SUPPLEMENTED BY THE
SUPPLEMENT TO OFFER TO PURCHASE DATED AUGUST 18, 1997
BY
OLDHAM INSTITUTIONAL TAX CREDITS LLC
Tax I.D. No.:
NUMBER OF NUMBER OF (1) PURCHASE PRICE
UNITS OWNED UNITS TENDERED PER UNIT
(1) If no indication is marked in the Number of Units Tendered Column, all
Units issued to you will be deemed to have been tendered
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS AND TAX I.D. NUMBER
ABOVE, IF NECESSARY.)
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
EASTERN TIME, ON FRIDAY, AUGUST 29, 1997 (THE "EXPIRATION DATE") UNLESS SUCH
OFFER IS EXTENDED.
The undersigned hereby tender(s) to Oldham Institutional Tax Credits LLC, a
Massachusetts limited liability company (the "Purchaser"), the number of Units
("Units") representing limited partnership interests in Boston Financial
Qualified Housing Tax Credits L.P. V, A Limited Partnership, a Massachusetts
limited partnership (the "Partnership"), specified above, pursuant to the
Purchaser's offer to purchase up to 17,200 of the issued and outstanding Units
at a purchase price of $635.00 per Unit, net to the seller in cash (the
"Purchase Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 24, 1997, as
supplemented by the Supplement to Offer to Purchase dated August 18, 1997 (the
"Offer to Purchase") and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase and any supplements,
modifications or amendments thereto, constitute the "Offer"), all as more fully
described in the Offer to Purchase. LIMITED PARTNERS WHO TENDER THEIR UNITS WILL
NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES. Receipt
of the Offer to Purchase is hereby acknowledged. Capitalized terms used but not
defined herein have the respective meanings ascribed to them in the Offer to
Purchase.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner irrevocably appoints the Purchaser and the designees of the Purchaser
and each of them as such Limited Partner's proxies, each with full power of
substitution, to the full extent of such Limited Partner's rights with respect
to the Units tendered by such Limited Partner and accepted for payment by the
Purchaser (and with respect to any and all other Units or other securities
issued or issuable in respect of such Units on or after the date hereof). All
such proxies shall be considered irrevocable and coupled with an interest in the
tendered Units. Such appointment will be effective when, and only to the extent
that, the Purchaser accepts such Units for payment. Upon such acceptance for
payment, all prior proxies given by such Limited Partner with respect to such
Units (and such other Units and securities) will be revoked without further
action, and no subsequent proxies may be given nor any subsequent written
consents executed (and, if given or executed, will not be deemed effective). The
Purchaser and its designees will, with respect to the Units (and such other
Units and securities) for which such appointment is effective, be empowered to
exercise all voting and other rights of such Limited Partner as it in its sole
discretion may deem proper pursuant to the Amended and Restated Agreement of
Limited Partnership of the Partnership, dated as of March 2, 1990, as amended to
date (the "Partnership Agreement") or otherwise. The Purchaser may assign such
proxy to any person with or without assigning the related Units with respect to
which such proxy and/or power of attorney was granted. The Purchaser reserves
the right to require that, in order for Units to be deemed validly tendered,
immediately upon the Purchaser's payment for such Units, the Purchaser must be
able to exercise full voting rights with respect to such Units and other
securities, including voting at any meeting of Limited Partners.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner also irrevocably constitutes and appoints the Purchaser and its
designees as the Limited Partner's attorneys-in-fact, each with full power of
substitution to the extent of the Limited Partner's rights with respect to the
Units tendered by the Limited Partner and accepted for payment by the Purchaser.
Such appointment will be effective when, and only to the extent that, the
Purchaser accepts the tendered Units for payment. Upon such acceptance for
payment, all prior powers of attorney granted by the Limited Partner with
respect to such Unit will, without further action, be revoked, and no subsequent
powers of attorney may be granted (and if granted will not be effective).
Pursuant to such appointment as attorneys-in-fact, the Purchaser and its
designees each will have the power, among other things, (i) to seek to transfer
ownership of such Units on the books and records of the Partnership maintained
by the General Partners (and execute and deliver any accompanying evidences of
transfer and authenticity any of them may deem necessary or appropriate in
connection therewith, including, without limitation, any documents or
instruments required to be executed under the Partnership Agreement or a
"Transferor's (Seller's) Application for Transfer" created by the NASD, if
required), (ii) to be allocated all Low-Income Housing Credits and tax losses
and to receive any and all distributions made by the Partnership after the
Expiration Date, and to receive all benefits and otherwise exercise all rights
of beneficial ownership of such Units in accordance with the terms of the Offer,
(iii) to execute and deliver to the Partnership and/or the General Partners (as
the case may be) a change of address form instructing the Partnership to send
any and all future distributions to which the Purchaser is entitled pursuant to
the terms of the Offer in respect of tendered Units to the address specified in
such form, (iv) to endorse any check payable to or upon the order of such
Limited Partner representing a distribution, if any, to which the Purchaser is
entitled pursuant to the terms of the Offer, in each case on behalf of the
tendering Limited Partner, and (v) to immediately revoke and withdraw all prior
tenders of Units hereof. If legal title to the Units is held through an IRA or
KEOGH or similar account, the Limited Partner understands that this Letter of
Transmittal must be signed by the custodian of such IRA or KEOGH account and the
Limited Partner hereby authorizes and directs the custodian of such IRA or KEOGH
to confirm this Letter of Transmittal. This power of attorney shall not be
affected by the subsequent mental disability of the Limited Partner, and the
Purchaser shall not be required to post bond in any nature in connection with
this power of attorney. The Purchaser may assign such power of attorney to any
person with or without assigning the related Units with respect to which such
power of attorney was granted.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner irrevocably assigns to the Purchaser and its assigns all of the direct
and indirect, right, title and interest of such Limited Partner in the
Partnership with respect to the Units tendered and purchased pursuant to the
Offer, including, without limitation, such Limited Partner's right, title and
interest in and to any and all Low Income Housing Credits and tax losses and any
and all distributions made by the Partnership after the Expiration Date in
respect of the Units tendered by such Limited Partner and accepted for payment
by the Purchaser, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. The Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to any
third party, the right to purchase Units tendered pursuant to the Offer,
together with its rights under the Letter of Transmittal, but any such transfer
or assignment will not relieve the assigning party of its obligations under the
Offer or prejudice the rights of tendering Limited Partners to receive payment
for Units validly tendered and accepted for payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. {sec}2510.3-101 of any
such plan or (b) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
By executing this Letter of Transmittal, the undersigned represents that
this transfer has not been effected through an established securities market or
through a broker-dealer or matching agent which makes a market in Units or which
provides a widely available, regular and ongoing opportunity to the holders of
Units to sell or exchange their Units through a public means of obtaining or
providing information of offers to buy, sell or exchange Units.
The undersigned recognizes that, if proration is required pursuant to the
terms of the Offer, the Purchaser will accept for payment from among those Units
validly tendered on or prior to the Expiration Date and not properly withdrawn,
the maximum number of Units permitted pursuant to the Offer on a pro rata basis,
with adjustments to avoid purchases which would violate the terms of the Offer,
based upon the number of Units validly tendered prior to the Expiration Date and
not properly withdrawn.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in Section 2 ("Proration; Acceptance
for Payment and Payment for Units") and Section 14 ("Conditions of the Offer")
of the Offer to Purchase, the Purchaser may not be required to accept for
payment any of the Units tendered hereby. In such event, the undersigned
understands that any Letter of Transmittal for Units not accepted for payment
will be destroyed by the Purchaser. Except as stated in Section 4 ("Withdrawal
Rights") of the Offer to Purchase, this tender is irrevocable, provided Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date. The undersigned acknowledges that (i) upon acceptance of, and
payment for, tendered Units, the undersigned shall no longer be entitled to any
benefits as a Limited Partner.
<PAGE>
NOTICE OF WITHDRAWAL OF ALL PRIOR TENDERS
Execution and delivery of this Letter of Transmittal shall constitute
notice that the undersigned irrevocably elects to withdraw all prior tenders of
any Units covered hereby made by such Limited Partner, including any tenders
made to Everest Tax Credit Investors, LLC and Everest Tax Credit Investors II,
LLC under their Offer dated August 11, 1997, as it may be amended.
- --------------------------------------------------------------------------------
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4)
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser under penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") as printed (or corrected) on
the front furnished in the space provided for that purpose in the Signature Box
of this Letter of Transmittal is the correct TIN of the Limited Partner; or if
no TIN is provided above and this box is checked, the Limited Partner has
applied for a TIN. If the Limited Partner has applied for a TIN, a TIN has not
been issued to the Limited Partner, and either: (a) the Limited Partner has
mailed or delivered an application to receive a TIN to the appropriate Internal
Revenue Service ("IRS") Center or Social Security Administration Office, or (b)
the Limited Partner intends to mail or deliver an application in the near
future, it is hereby understood that if the Limited Partner does not provide a
TIN to the Purchaser within sixty (60) days, 31% of all reportable payments made
to the Limited Partner thereafter will be withheld until a TIN is provided to
the Purchaser; and
(ii) Unless this box / / is checked, the Limited Partner is not subject to
backup withholding either because the Limited Partner (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Limited Partner is
subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Limited Partner is no
longer subject to backup withholding
Note: Place an "X" in the box in (ii) above, if you are unable to certify that
the Limited Partner is not subject to backup withholding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4)
Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-11T(d), a
transferee must withhold tax equal to 10% of the amount realized with respect to
certain transfers of an interest in a partnership if 50% or more of the value of
its gross assets consists of U.S. real property interests and 90% or more of the
value of its gross assets consists of U.S. real property interests plus cash or
cash equivalents, and the holder of the partnership interest is a foreign
person. To inform the Purchaser that no withholding is required with respect to
the Limited Partner's interest in the Partnership, the person signing this
Letter of Transmittal hereby certifies the following under penalties of perjury:
(i) Unless this box is checked, the Limited Partner, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Code and
Income Tax Regulations);
(ii) the Limited Partner's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of this Letter of Transmittal;
and
(iii) the Limited Partner's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the front
of this Letter of Transmittal. If a corporation, the jurisdiction of
incorporation is ______________________________ .
The person signing this Letter of Transmittal 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 5)
By checking this box / /, the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Limited Partner is an "exempt
foreign person" for purposes of the backup withholding rules under U.S. federal
income tax laws, because the Limited Partner:
(i) Is a nonresident alien or a foreign corporation, partnership, estate or
trust;
(ii) If an individual, has not been and plans not to be present in the U.S. for
a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that has
effectively connected gains from transactions with a broker or barter exchange.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE BOX (ALL OWNERS)
(SEE INSTRUCTION 2)
Please sign exactly as your name(s) is printed (or as corrected) on the Letter
of Transmittal. For joint owners, each joint owner must sign. The signatory
hereto hereby certifies under penalties of perjury the Taxpayer Identification
Number (i.e., the signatory's social security number) printed (or as corrected)
on the Letter of Transmittal and the statements in Box A, Box B and, if
applicable, Box C. The undersigned hereby represents and warrants for the
benefit of the Partnership and the Purchaser that the undersigned owns (or
beneficially owns) the Units tendered hereby and has full power and authority to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, such
Units will not be subject to any adverse claims and, the transfer and assignment
contemplated herein are in compliance with all applicable laws and regulations.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.
<TABLE>
<CAPTION>
<S> <C>
X X
----------------------------------------------------------- ---------------------------------------------------------------
(SIGNATURE OF OWNER) (DATE) (SIGNATURE OF JOINT-OWNER)
Name and Capacity (if other than individual) Area Code and Telephone No. (Eve)
---------------- ---------------------------
Title: Area Code and Telephone No. (Day)
------------------------------------------------------ ---------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
FOR UNITS TO BE ACCEPTED FOR PURCHASE, A LIMITED PARTNER SHOULD COMPLETE AND
SIGN THIS LETTER OF TRANSMITTAL IN THE SIGNATURE BOX AND RETURN IT IN THE
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED, OR BY HAND OR OVERNIGHT COURIER
TO: THE HERMAN GROUP, INC., 2121 SAN JACINTO STREET, 26TH FLOOR, DALLAS, TX
75201 OR BY FACSIMILE TO: (214) 999-9323 OR (214) 999-9348. DELIVERY OF THIS
LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN
THE ONE SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
<PAGE>
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer
- --------------------------------------------------------------------------------
FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL OR ADDITIONAL INFORMATION
OR MATERIALS, CALL: (800) 243-8440
- --------------------------------------------------------------------------------
1. VALID TENDER AND DELIVERY OF LETTER OF TRANSMITTAL. For convenience in
responding to the Offer, a self-addressed, postage-paid envelope has been
enclosed with the Offer to Purchase. However, to ensure receipt of the
Letter of Transmittal, it is suggested that you use an overnight courier
or, if the Letter of Transmittal is to be delivered by United States mail,
that you use certified or registered mail, return receipt requested.
To be effective, a duly completed and original of the signed Letter of
Transmittal must be received by the Administrative Agent/Depositary at the
address (or facsimile number) set forth below before the Expiration Date,
12:00 Midnight, Eastern Time on Friday, August 29, 1997 unless extended.
Letters of Transmittal which have been duly executed, but where no
indication is marked in the "Number of Units Tendered" column, shall be
deemed to have tendered all Units pursuant to the Offer.
<TABLE>
<CAPTION>
<S> <C>
BY MAIL/HAND OR OVERNIGHT DELIVERY: THE HERMAN GROUP, INC.
2121 San Jacinto
26th Floor
Dallas, Texas 75201
BY FACSIMILE : (214) 999-9323
or
(214) 999-9348 (If faxing the Letter of Transmittal, the
original should also be mailed to the
Administrative Agent/Depositary.)
FOR ADDITIONAL INFORMATION
REGARDING THE OFFER CALL: (800) 829-9213, ext. 12
</TABLE>
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 such determination will be final and binding. The
Purchaser's interpretation of the terms and conditions of the offer officer
(including these instructions for the Letter of Transmittal) also will be
final and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders must be cured within such time as
the Purchaser shall determine unless waived by it.
The Letter of Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchaser nor the
Administrative Agent/Depositary is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for failure
to give such notification.
THE METHOD OF DELIVERY OF THE LETTER OF THE TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING LIMITED
PARTNER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE ADMINISTRATIVE AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
2. SIGNATURES. All Limited Partners must sign in the Signature Box of the
Letter of Transmittal. If the Units are held in the names of two or more
persons, all such persons must sign the Letter of Transmittal. When signing
as a general partner, corporate officer, attorney-in-fact, executor,
custodian, administrator or guardian, please give full title and send
proper evidence of authority satisfactory to the Purchaser with this Letter
of Transmittal. With respect to most trusts, the Partnership will generally
require only the named trustee to sign the Letter of Transmittal. For Units
held in a custodial account for minors, only the signature of the custodian
will be required. Please sign exactly as your name(s) is printed (or
corrected) on the Letter of Transmittal.
If tendered Units are registered in more than one account, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations. Each account has been
mailed a separate Letter of Transmittal.
3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to those listed below. Questions on documentation should be
directed to (800) 243-8440.
<TABLE>
<CAPTION>
<S> <C>
DECEASED OWNER (JOINT TENANT) - CERTIFIED COPY OF DEATH CERTIFICATE.
DECEASED OWNER (OTHERS) - CERTIFIED COPY OF DEATH CERTIFICATE (SEE ALSO EXECUTOR/ADMINISTRATOR/GUARDIAN
BELOW).
EXECUTOR/ADMINISTRATOR/GUARDIAN - (I) CERTIFIED COPIES OF COURT APPOINTMENT DOCUMENTS FOR EXECUTOR OR
ADMINISTRATOR DATED WITHIN 60 DAYS OF THE DATE OF EXECUTION OF THE LETTER OF
TRANSMITTAL; OR (II) A COPY OF APPLICABLE PROVISIONS OF THE WILL (TITLE PAGE,
EXECUTOR(S)' POWERS, ASSET DISTRIBUTION); OR (III) CERTIFIED COPY OF ESTATE
DISTRIBUTION DOCUMENTS.
Attorney-in-Fact - Current Power of Attorney.
Corporations/Partnerships - Certified copy of Corporate Resolution(s) (with raised corporate seal), or
other evidence of authority to act. Partnerships should furnish copy of
Partnership Agreement.
Trust/Pension Plans - Copy of cover page of the Trust or Pension Plan, along with copy of the
section(s) setting forth names and powers of Trustee(s) and any amendments to
such sections or appointment of Successor Trustee(s).
(Continued on Back)
</TABLE>
<PAGE>
4. TAX CERTIFICATION-U.S. PERSONS. A Limited Partner who or which is a United
States citizen OR a resident alien individual, a domestic corporation, a
domestic partnership, a domestic trust or a domestic estate (collectively,
"United States Persons") as those terms are defined in the Code and Income
Tax Regulations, should follow the instructions below with respect to
certifying Boxes A and B (on the reverse side of the Letter of
Transmittal).
TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax backup
withholding, the Limited Partner must furnish his, her or its TIN as
printed (or corrected) on the front of the Letter of Transmittal and
certify under penalties of perjury, Box A, B and, if applicable, Box C.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE FOLLOWING
NOTE AS A GUIDELINE:
NOTE: Individual Accounts should reflect their own TIN. Joint Accounts
should reflect the TIN of the person whose name appears first. Trust
Accounts should reflect the TIN assigned to the Trust. Custodial accounts
for the benefit of minors should reflect the TIN of the minor. Corporations
or other business entities should reflect the TIN assigned to that entity.
Box A-Substitute Form W-9.
(i) In order to avoid 31% federal income tax backup withholding, the
Limited Partner must certify that the TIN as printed (or corrected) on
the Letter of Transmittal to the Purchaser and certify, under
penalties or perjury, that such Limited Partner is not subject to such
backup withholding. The TIN being provided on the Substitute Form W-9
is that of the registered Limited Partner as indicated on the front of
the Letter of Transmittal. If a correct TIN is not provided,
penalties may be imposed by the IRS, in addition to the Limited
Partner being subject to backup withholding. Certain Limited Partners
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
BOX B - FIRPTA AFFIDAVIT. To avoid withholding of tax pursuant to
Section 1445 of the Code, each Limited Partner who or which is a United
States Person (as defined in Instruction 4 above) must certify, under
penalties of perjury, the Limited Partner's TIN and address, and that the
Limited Partner is not a foreign person. Tax withheld under Section 1445 of
the Internal Revenue Code is not an additional tax. If withholding results
in an overpayment of tax, a refund may be obtained from the IRS. CHECK THE
BOX IN BOX B, PART (i) ONLY IF YOU ARE NOT A U.S. PERSON, AS DESCRIBED
THEREIN. CORPORATIONS SHOULD INSERT THE STATE OF INCORPORATION IN THE
BLANK PROVIDED FOR THAT PURPOSE IN BOX B.
5. BOX C - FOREIGN PERSONS. In order for a Limited Partner who is a foreign
person (i.e., not a United States Person as defined in Instruction 4 above)
to qualify as exempt from 31% backup withholding, such foreign Limited
Partner must certify, under penalties of perjury, the statement in Box C of
this Letter of Transmittal attesting to that foreign person's status by
checking the box in such statement. UNLESS SUCH BOX IS CHECKED, SUCH
FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION 1445
OF THE CODE.
6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.
7. ASSIGNEE STATUS. Assignees must provide documentation to the Administrative
Agent/Depositary which demonstrates, to the satisfaction of the Purchaser,
such person's status as an assignee.
8. INADEQUATE SPACE. If the space provided herein is inadequate, the numbers
of Units and any other information should be listed on a separate schedule
attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
FOR INFORMATION REGARDING THE OFFER,
CONTACT THE PURCHASER AT:
(800) 829-9213, EXT. 12
FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL
OR
FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, CALL
(800) 243-8440
THE LETTER OF TRANSMITTAL SHOULD BE SENT TO THE ADMINISTRATIVE AGENT/DEPOSITARY
AT:
THE HERMAN GROUP, INC.
2121 SAN JACINTO STREET, 26TH FLOOR
DALLAS, TEXAS 75201
TELEPHONE: (800) 243-8440
FACSIMILE: (214) 999-9323
OR
(214) 999-9348
<PAGE>
Exhibit (a)(6)
Page 20
<PAGE>
Exhibit (a)(6)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
101 ARCH STREET
BOSTON, MA 02110
(800) 829-9213 EXT. 12
August 18, 1997
OFFER TO BUY UNITS OF BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
INCREASED PRICE AND EXTENSION OF OFFER
Dear Limited Partners of Boston Financial Qualified Housing Tax Credits L.P. V:
OLDHAM INSTITUTIONAL TAX CREDITS, LLC (THE "PURCHASER") HAS INCREASED THE
PURCHASE PRICE IN ITS OFFER TO PURCHASE UNITS IN THE BOSTON FINANCIAL QUALIFIED
HOUSING TAX CREDITS L.P. V (THE "PARTNERSHIP") TO $635.00 PER UNIT. IN
ADDITION, THE OFFER PERIOD HAS BEEN EXTENDED TO AUGUST 29, 1997. AS WE NOTED
PREVIOUSLY, THIS IS A CONVENIENT OPPORTUNITY TO SELL YOUR UNITS.
The purchase price in the Purchaser's original offer was based on trading prices
for Units in the secondary market during the twelve-month period ended June 30,
1997 and the estimated present value of the expected remaining Low-Income
Housing Credits. The $80.00 per Unit increase is in response to a change in the
market conditions caused by a competing offer being made by affiliates of
Everest Properties II, LLC (collectively "Everest"). Please consider the
following points:
This is a net price to Limited Partners. All transfer costs and fees will be
paid for by Oldham.
- - Oldham will accept any number of units tendered by the Limited Partners, up
to a total of 17,200 Units, subject to the terms and conditions in the
Offer to Purchase dated July 24, 1997 as supplemented by the attached
Supplement to Offer to Purchase dated August 18, 1997 (the "Offer").
- - Limited Partners who choose to sell their Units will forgo future
Low-Income Housing Credit allocations and distributions, if any. There can
be no assurance that the overall benefits of continuing ownership would not
exceed the benefits of selling now.
- - There is a conflict between the desire of the Purchaser to purchase the
Units at a low price and the desire of the tendering Limited Partners to
sell their Units at a high price. The Purchaser is an affiliate of the
General Partners. Therefore, the General Partners have a conflict of
interest in responding to the Offer between the best interest of the
tendering Limited Partners in getting that high price and the best interest
of its affiliate, the Purchaser, in paying that low price.
- - No independent third party has been retained to evaluate or render an
opinion with respect to the fairness of the purchase price. There can be
no assurance that such a third party would agree that the purchase price is
fair.
- - The Purchaser anticipates that the sale of Units will NOT cause a recapture
of Low-Income Housing Credits previously taken.
Page 21
<PAGE>
- - The offering period has been extended and will expire at midnight, Eastern
time, on August 29, 1997.
- - Limited Partners who have previously tendered their Units need take no
further action. These partners will AUTOMATICALLY RECEIVE THE HIGHER
PRICE
COMPETING OFFER FROM EVEREST
- - Everest's offer is for $600 per Unit. OLDHAM'S OFFER EXCEEDS THE EVEREST
OFFER BY $35 PER UNIT.
- - Everest's offer is NOT net of Partnership 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).
- - Everest's offer is for a maximum of 3500 Units, which is less than Oldham's
maximum of 17,200 Units. It is 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.
A Limited Partner's decision to sell his/her units in the Partnership should be
based on many factors including investment objectives, ability to use the
Partnership's current benefits and the willingness to wait for potential
property sale proceeds for an additional eight years or more. The enclosed
supplement to the Offer to Purchase should be read very carefully. IT PROVIDES
SPECIFIC DETAILS ABOUT THE REVISED TERMS OF THE OFFER AND ITS CONSEQUENCES TO
YOU. YOU SHOULD CONSULT WITH YOUR ADVISORS ABOUT THE FINANCIAL, TAX, LEGAL AND
INVESTMENT IMPLICATIONS TO YOU OF ACCEPTING THE OFFER. To accept the Offer,
complete and sign the Letter of Transmittal which is enclosed and return it in
the postage paid return envelope. If you need additional forms, please contact
The Herman Group at 1-800-243-8440. In addition, please feel free to call
Oldham Institutional Tax Credits LLC at 1-800-829-9213 ext. 12 if you have any
questions.
Sincerely,
Oldham Institutional Tax Credits LLC
Page 22
<PAGE>
Exhibit (a)(7)
Page 23
<PAGE>
Exhibit (a)(7)
FOR IMMEDIATE RELEASE
OLDHAM INSTITUTIONAL TAX CREDITS LLC EXTENDS OFFERS AND INCREASES
PURCHASE PRICES
Boston, Massachusetts (August 18, 1997) - Oldham Institutional Tax Credits LLC
("Oldham") today announced that it has extended the expiration date of its
tender offers for limited partnership units ("Units") in each of Boston
Financial Qualified Housing Tax Credits L.P. V, A Limited Partnership, Boston
Financial Tax Credit Fund VII, A Limited Partnership and Boston Financial Tax
Credit Fund VIII, A Limited Partnership until 12:00 midnight, Eastern Time, on
Friday, August 29, 1997.
Oldham also announced today that it has increased the purchase price in each of
the offers as follows: (i) Boston Financial Qualified Housing Tax Credits L.P.
V, new purchase price $635 per Unit; (ii) Boston Financial Tax Credit Fund VII,
new purchase price $820 per Unit; and (iii) Boston Financial Tax Credit Fund
VIII, new purchase price $880 per Unit.
As of August 15, 1997, according to information provided by the Information
Agent/Depositary, approximately 2,302 Units of Boston Financial Qualified
Housing Tax Credits L.P. V, 1,717 Units of Boston Financial Tax Credit Fund VII,
634 Units of Boston Financial Tax Credit Fund VIII had been tendered to Oldham,
and not withdrawn, pursuant to the terms of the tender offers.
Copies of any of the tender offer materials may be obtained from The Herman
Group, Inc., the Information Agent/Depositary for the tender offers at
1-800-243-8440.
Page 24
