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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
VALLEY CREEK CAPITAL, LLC
A DELAWARE LIMITED LIABILITY COMPANY
GLOBAL CAPITAL MANAGEMENT, INC.,
A DELAWARE CORPORATION
(Bidder)
SERIES 14 BENEFICIAL ASSIGNEE CERTIFICATES
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP Number of Class of Securities)
Thomas A. Schmidt
601 Carlson Parkway - Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
WITH A COPY TO:
Peter R. Pancione, Esq.
Gipson Hoffman & Pancione, P.C.
1901 Avenue of the Stars - Suite 1100
Los Angeles, California 90067
(310) 556-4660
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$2,200,000 $440.00
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 550,000 BACs at $4.00 per BAC net in cash. The amount of
the filing fee, calculated in accordance with Regulation 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of
the value of BACs assumed to be purchased.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form of Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
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Page 1 of 6
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CUSIP NO. NONE Page 2 of 6 Pages
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Valley Creek Capital, LLC
2. Check the Appropriate Box if a Member of a Group (a) / /
(See Instructions) (b) / /
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
State of Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
None
8. Check if the Aggregate in Row (7) Excludes Certain BACs (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
None
10. Type of Reporting Persons (See Instructions)
OO
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CUSIP NO. NONE Page 3 of 6 Pages
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Global Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group (a) / /
(See Instructions) (b) / /
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
State of Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
None
8. Check if the Aggregate in Row (7) Excludes Certain BACs (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
None
10. Type of Reporting Persons (See Instructions)
CO
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed by Valley Creek Capital, LLC, a Delaware limited liability company (the
"Purchaser") and Global Capital Management Inc., a Delaware corporation, with
the Securities and Exchange Commission on April 17, 1998, relating to the
tender offer by the Purchaser to purchase up to 550,000 beneficial assignee
certificates ("BACs") evidencing the beneficial interest of an assignee in
the series 14 limited partnership interests of Boston Capital Tax Credit Fund
II Limited Partnership, a Delaware limited partnership, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase
dated April 17, 1998 and the related Agreement of Transfer and Sale to
include the information set forth below.
Capitalized terms set forth herein shall have the same meaning as set
forth in the Offer to Purchaser.
ITEM 1. SECURITY AND SUBJECT COMPANY
(b) The Offer has been terminated by the Purchaser and Purchaser will
not purchase any of the BACs due to the making of a tender offer for the BACs
by another person. All BACs tendered will be promptly returned to their
owners.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(5)- Publication dated April 23, 1998.
Page 4 of 6
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: April 23, 1998 VALLEY CREEK CAPITAL, LLC
By: Global Capital Management, Inc.,
a Delaware corporation,
its Manager
By: /s/ MICHAEL J. FREY
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Michael J. Frey, Vice President
GLOBAL CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ MICHAEL J. FREY
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Michael J. Frey, Vice President
Page 5 of 6
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
(a)(5) - Publication dated April 23, 1998.
Page 6 of 6
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EXHIBIT 99(a)(5)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES.
NOTICE OF TERMINATION OF OFFER TO PURCHASE FOR CASH
UP TO 550,000 SERIES 14 BENEFICIAL ASSIGNEE CERTIFICATES
(THE "BACS") OF BOSTON CAPITAL TAX CREDIT FUND II
LIMITED PARTNERSHIP (THE "PARTNERSHIP")
BY VALLEY CREEK CAPITAL, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
(THE "PURCHASER")
The Purchaser is immediately terminating its offer to purchase for cash up to
550,000 BACs held by the BAC Holders of the Partnership due to the making of
a tender offer for the BACs by another person. All BACs tendered will be
returned to their owners.
April 23, 1998
