BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIP, SC 14D1, 1998-04-17

BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIP
SC 14D1, 1998-04-17
OPERATORS OF APARTMENT BUILDINGS

Previous: BORLAND INTERNATIONAL INC /DE/, PRE 14A, 1998-04-17

Next: BOSTON CAPITAL TAX CREDIT FUND II LTD PARTNERSHIP, SC 14D1, 1998-04-17

<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
------------------------

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 9 BENEFICIAL ASSIGNEE CERTIFICATES
(Title of Class of Securities)

100567 20 5

(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
------------------------

CALCULATION OF FILING FEE

<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$826,000 $165.20
</TABLE>

* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 413,000 BACS AT $2.00 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.

<TABLE>
<S> <C> <C> <C>
AMOUNT PREVIOUSLY NOT APPLICABLE FILING NOT APPLICABLE
PAID: NOT APPLICABLE PARTY: NOT APPLICABLE
FORM OF REGISTRATION DATE FILED:
NO.:
</TABLE>

________________________________________________________________________________

Page 1 of 7
<PAGE>
CUSIP NO. 100567 20 5 Page 2 of 7 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 (See Instructions) (a) / /
(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
- --------------------------------------------------------------------------------

Page 2 of 7
<PAGE>
CUSIP NO. 100567 20 5 Page 3 of 7 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 (See Instructions) (a) / /
(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
- --------------------------------------------------------------------------------

Page 3 of 7
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY

a. The name of the subject company is Boston Capital Tax Credit Fund II
Limited Partnership, a Delaware limited partnership, and the address of its
executive offices is One Boston Place, Suite 2100, Boston, Massachusetts
02108-4466.

b. The information set forth in the "Introduction" of the Offer to Purchase
is incorporated herein by reference.

This Schedule 14D-1 relates to a tender offer by Valley Creek Capital, LLC,
a Delaware limited liability company ("Purchaser"), to purchase 413,000
beneficial assignee certificates ("BACs") evidencing the beneficial interest of
an assignee in the series 9 limited partnership interests of Boston Capital Tax
Credit Fund II Limited Partnership, a Delaware limited partnership (the
"Partnership"), at $2.00 per BAC, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 17, 1998, and the related Agreement of Transfer and Sale
(which together constitute the "Offer"), which are attached to and filed with
this Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively, and
incorporated herein by reference.

(i) The information set forth in the "Introduction" and Section 7 ("Purpose
and Effect of the Offer") of the Offer to Purchase is incorporated herein by
reference.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(d) and (g) The information set forth in the "Introduction," Section 11
("Certain Information Concerning the Purchaser"), Section 12 ("Source and Amount
of Funds") and Schedule 1 of the Offer to Purchase is incorporated herein by
reference.

(e)-(f) During the last five years, neither the Purchaser, nor to the best
of their knowledge, any of their respective executive officers and directors
listed in Schedule 1 of the Offer to Purchase (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding any such person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.

(g) The information set forth in Schedule 1 to the Offer to Purchase is
incorporated herein by this reference.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY

(i) Not applicable.

(ii) The information set forth in Section 9 ("Past Contacts and Negotiations
with General Partners") of the Offer to Purchase is incorporated herein by this
reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(i) The information set forth in Section 12 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.

(ii) Not applicable.

(iii) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER

(a)-(g) The information set forth in the "Introduction," Section 7 ("Purpose
and Effects of the Offer") and Section 8 ("Future Plans") of the Offer to
Purchase are incorporated herein by reference.

Page 4 of 7
<PAGE>
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a)-(b) The information set forth in the "Introduction" and Section 11
("Certain Information Concerning the Purchaser") of the Offer to Purchase are
incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES

Not applicable.

ITEM 8. PERSONS RELATED, EMPLOYED OR TO BE COMPENSATED

The information set forth in the "Introduction" and Section 15 ("Fees and
Expenses") of the Offer to Purchase are incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

(i) Not applicable.

(b)-(c) The information set forth in the "Introduction," Section 7 ("Purpose
and Effects of the Offer") and Section 14 ("Certain Legal Matters and Regulatory
Approvals") of the Offer to Purchase are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

(f) Reference hereby is made to the Offer to Purchase and the related
Agreement of Sale, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, which are incorporated in their entirety herein by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

<TABLE>
<S> <C>
(a)(1)-- Offer to Purchase, dated April 17, 1998.
(a)(2)-- Agreement of Transfer and Sale.
(a)(3)-- Cover Letter, dated April 17, 1998, from Purchaser to BAC Holders.
(a)(4)-- Summary Publication.
(b)-- Not applicable.
(c)-- Not applicable.
(d)-- Not applicable.
(e)-- Not applicable.
(f)-- Not applicable.
</TABLE>

Page 5 of 7
<PAGE>
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.

<TABLE>
<S> <C>
Dated: April 17, 1998 VALLEY CREEK CAPITAL, LLC
By: Global Capital Management, Inc.,
a Delaware corporation,
its Manager

By: /s/ Michael J. Frey
----------------------------------------------
Michael J. Frey, Vice President

GLOBAL CAPITAL MANAGEMENT, INC.,
a Delaware corporation

By: /s/ Michael J. Frey
----------------------------------------------
Michael J. Frey, Vice President
</TABLE>

Page 6 of 7
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ---------- --------------------------------------------------------------------------------------- -----------------
<S> <C> <C>

(a)(1)-- Offer to Purchase, dated April 17, 1998.
(a)(2)-- Agreement of Transfer and Sale.
(a)(3)-- Cover Letter, dated April 17, 1998 from Purchaser to BAC Holders.
(a)(4)-- Summary Publication.
(b)-- Not applicable.
(c)-- Not applicable.
(d)-- Not applicable.
(e)-- Not applicable.
(f)-- Not applicable.
</TABLE>

Page 7 of 7

<PAGE>
OFFER TO PURCHASE FOR CASH
SERIES 9 BENEFICIAL ASSIGNEE CERTIFICATES
OF
BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
AT
$2.00 NET PER BAC
BY
VALLEY CREEK CAPITAL, LLC

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MAY 18, 1998, UNLESS THE OFFER IS EXTENDED.

Valley Creek Capital, LLC, a Delaware limited liability company (the
"Purchaser"), hereby offers to purchase up to 413,000 of the beneficial assignee
certificates ("BACs") evidencing the beneficial interest of an assignee in the
series 9 limited partnership interests of Boston Capital Tax Credit Fund II
Limited Partnership, a Delaware limited partnership (the "Partnership"), at a
purchase price of $2.00 per BAC, net to the seller in cash, without interest,
less the amount of any cash distributions declared or paid, including any return
of capital made in cash with respect to the BACs between March 1, 1998 and the
Expiration Date (as hereinafter defined) (the "Purchase Price"), upon the terms
and subject to the conditions set forth in this Offer to Purchase (the "Offer to
Purchase") and in the related Agreement of Transfer and Sale, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). The Purchase Price will be automatically reduced by $.12 per BAC for
each month (or part of a month) between May 31, 1998 and the date of transfer of
the BACs after May 31, 1998 in recognition of the reduction of allocable tax
credits to the Purchaser after May 31, 1998. The 413,000 BACs sought to be
purchased pursuant to the Offer represent, to the best knowledge of the
Purchaser, approximately 9.9% of the BACs outstanding as of the date of the
Offer.

THE OFFER TO PURCHASE IS NOT CONDITIONED UPON THE VALID TENDER OF ANY
MINIMUM NUMBER OF BACS. IF MORE THAN 413,000 BACS ARE VALIDLY TENDERED AND NOT
WITHDRAWN, THE PURCHASER WILL ACCEPT FOR PURCHASE UP TO 413,000 OF THE TENDERED
BACS, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS HEREIN, SEE
"TENDER OFFER--SECTION 13. CERTAIN CONDITIONS OF THE OFFER."

A HOLDER OF BACS ("BAC HOLDER") MAY TENDER ANY OR ALL BACS OWNED BY SUCH BAC
HOLDER.

FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE PLEASE CALL:

MAVRICC Management Systems, Inc.
1-888-292-4264

April 17, 1998
<PAGE>
IMPORTANT

Any BAC Holder desiring to tender any or all of his/her BACs should complete
and sign the Agreement of Transfer and Sale in accordance with the instructions
in the Agreement of Transfer and Sale and mail or deliver a fully executed
original of the Agreement of Transfer and Sale along with any other required
documents to the Purchaser at the address set forth on the back cover of this
Offer to Purchase, or request his/her broker, dealer, commercial bank, credit
union, trust company or other nominee to effect the transaction on their behalf.

QUESTIONS OR REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THIS OFFER TO
PURCHASE OR THE AGREEMENT OF TRANSFER AND SALE MAY BE DIRECTED TO MAVRICC
MANAGEMENT SYSTEMS, INC. (THE "DEPOSITARY") BY CALLING THE TOLL-FREE INFORMATION
LINE: 1-888-292-4264.

------------------------

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE AGREEMENT OF TRANSFER AND SALE. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

[INTENTIONALLY LEFT BLANK]
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
INTRODUCTION.............................................................................................. 1

OFFER TO PURCHASE......................................................................................... 4

Section 1. Terms of the Offer....................................................................... 4

Section 2. Proration; Acceptance for Payment and Payment for BACs................................... 4

Section 3. Procedures for Tendering BACs............................................................ 5
Valid Tender............................................................................. 5
Backup Federal Income Tax Withholding.................................................... 5
Tenders by Beneficial Holders............................................................ 6
Signature Guarantees..................................................................... 6
ERISA.................................................................................... 6
Appraisal Rights......................................................................... 6
Other Requirements....................................................................... 6
Determination of Validity; Rejection of BACs; Waiver of Defects; No Obligation to Give 7
Notice of Defects......................................................................

Section 4. Withdrawal Rights........................................................................ 7

Section 5. Extension of Tender Period; Termination; Amendment....................................... 8

Section 6. Certain Tax Consequences................................................................. 8

Section 7. Purpose and Effects of the Offer......................................................... 8
Purpose of the Offer..................................................................... 8
Certain Restrictions on Transfer of BACs................................................. 9
Effect on Trading Market and Price Range of the BACs..................................... 9

Section 8. Future Plans............................................................................. 10

Section 9. Past Contacts and Negotiations With General Partner...................................... 10

Section 10. Certain Information Concerning the Business of the Partnership and Related Matters....... 10

Section 11. Certain Information Concerning the Purchaser............................................. 13

Section 12. Source of Funds.......................................................................... 14

Section 13. Certain Conditions of the Offer.......................................................... 14

Section 14. Certain Legal Matters and Required Regulatory Approvals.................................. 15
General.................................................................................. 15
Antitrust................................................................................ 16
State Takeover Laws...................................................................... 16

Section 15. Fees and Expenses........................................................................ 16

Section 16. Miscellaneous............................................................................ 16

SCHEDULE 1................................................................................................ S-1-1
</TABLE>

i
<PAGE>
To the Holders of Series 9 Beneficial Assignee Certificates of Boston Capital
Tax Credit Fund II Limited Partnership

INTRODUCTION

Valley Creek Capital, LLC, a Delaware limited liability company (the
"Purchaser"), hereby offers to purchase up to 413,000 series 9 beneficial
assignee certificates ("BACs") evidencing the beneficial interest of an assignee
in the series 9 limited partnership interests of Boston Capital Tax Credit Fund
II Limited Partnership, a Delaware limited partnership (the "Partnership" or the
"Fund"), at a purchase price of $2.00 per BAC, net to the seller in cash,
without interest, less the amount of any cash distributions declared or paid,
including any cash return of capital, if any, (collectively hereinafter referred
to as "Distributions") made or declared with respect to the BACs between March
1, 1998 and the Expiration Date (as hereinafter defined) (the "Purchase Price"),
upon the terms and subject to the conditions set forth in this Offer to Purchase
and in the related Agreement of Transfer and Sale (which together constitute the
"Offer"). The Purchase Price will be automatically reduced by $.12 per BAC for
each month (or part of a month) between May 31, 1998 and the date of transfer of
the BACs after May 31, 1998 in recognition of the reduction of allocable tax
credits to the Purchaser after May 31, 1998. Holders of BACs ("BAC Holders") who
tender their BACs will NOT be obligated to pay any Partnership transfer fees or
commissions. The 413,000 BACs sought to be purchased pursuant to the Offer
represent, to the best knowledge of the Purchaser, approximately 9.9% of the
BACs outstanding as of the date of the Offer.

We encourage you to consider the following factors:

- BAC Holders who have a present or future need for tax credits and/or tax
losses from the BACs may prefer to retain their BACs and not tender them
pursuant to the Offer, or any other tender offer. BAC Holders who tender
their BACs will be giving up the opportunity to participate in any future
potential benefits represented by ownership of BACs, including, for
example, the right to participate in any future distribution of cash or
property, whether from operations, the proceeds of a sale of the
Partnership's assets or in connection with any future liquidation of the
Partnership. However, there is no guarantee of future results of the
Partnership and investment in the Partnership.

- Although the Purchaser cannot predict the future value of the
Partnership's assets on a per BAC basis, the Purchase Price could differ
significantly from the net proceeds that would be recognized on a per BAC
basis from the sale of the Partnership's assets or that may be realized
upon a future liquidation of the Partnership

- The tax consequences of the Offer to a particular BAC Holder may be
different from those of other BAC Holders and we urge you to consult your
own tax advisors in connection with the Offer.

- BAC Holders should note that the most recent reported trading activity in
the BACs occurred in January 1998. The selling price for BACs reported in
the limited and sporadic secondary market during the two-month period
ended January 31, 1998 was $4.53 encompassing two trades and 3,000 BACs
(as reported by Partnership Spectrum, an industry publication). Such
secondary market selling prices, however, do not take into account
commissions charged by secondary market makers effectuating such sales
which the Purchaser believes, based on a typical 1,000 BAC sales
transaction, range from 5% to 8% of the sales proceeds (which would result
in a reduction of the net proceeds to the seller of approximately $.23 to
approximately $.36 per BAC). Additionally, because a BAC is less valuable
with the passage of time since fewer Tax Credits remain, the Purchaser
believes the price per BAC should be reduced by approximately $.12 for
each passing month, or a total of approximately $.48 per BAC from January
31, 1998 to May 31, 1998.

1
<PAGE>
BAC Holders to sell the BACs at a high price. No independent person has
been retained to evaluate or render any opinion with respect to the
fairness of the $2.00 Purchase Price and no representation is made as to
such fairness. Other measures of value may be relevant to a BAC Holder and
all BAC Holders are urged to carefully consider all of the information
contained in the Offer to Purchase and Agreement of Transfer and Sale and
to consult with their own advisors (tax, financial or otherwise) in
evaluating the terms of the Offer before deciding whether to tender their
BACs.

BAC Holders may no longer wish to continue with their investment in the
Partnership and might consider accepting the Offer for one or more of the
following reasons:

- "There is no established trading market for the BACs and it is not
anticipated that any public market will develop." (See the Partnership's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997). BAC
Holders who desire resale liquidity may wish to consider the Offer. The
Offer affords a significant number of BAC Holders with an opportunity to
dispose of their BACs for cash, which otherwise might not be available to
them. The Purchase Price is not intended to represent either the fair
market value of a BAC or the fair market value of the tax credits and tax
losses attributable to each BAC and the Partnership's assets on a per BAC
basis. Although there are some limited resale mechanisms available to the
BAC Holders wishing to sell their BACs, there is no formal or organized
trading market for the BACs.

- Acceptance of the Offer will eliminate any future risk to the selling BAC
Holder from recapture of tax credits received, since such risk will be
borne by the Purchaser.

- The Offer may be attractive to certain BAC Holders who wish in the future
to avoid the continued additional expense, delay and complication in
filing income tax returns which result from the ownership of the BACs.

- Generally, individuals may not be able to fully use passive tax losses
since current tax laws restrict the use of such losses by individuals. For
some BAC Holders, selling their BACs may permit the use of suspended
passive losses against other forms of taxable income, providing additional
tax benefits in the year of sale. We urge all BAC Holders to consult their
tax advisors in connection with the Offer.

- The Offer provides BAC Holders with the opportunity to liquidate their
BACs and to reinvest the proceeds in other investments should they desire
to do so.

- The Offer will provide BAC Holders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with secondary market sales or Partnership
transfer fees.

- The Offer may be attractive for BAC Holders whose circumstances have
changed such that anticipated future allocation tax credits and tax losses
may no longer be beneficial to them.

- To date the Partnership has made np distributions of net cash flow to BAC
Holders.

- General disenchantment with real estate investments and with long-term
investments in limited partnerships because of, among other things, their
illiquidity.

If you wish to sell some or all of your BACs now, please read carefully the
enclosed Offer to Purchase and the Agreement of Transfer and Sale. All you need
to do is complete the Agreement of Transfer and Sale in accordance with the
instructions provided therein, sign where indicated, have your signature
Medallion Guaranteed and return it to the Purchaser, in the pre-addressed return
envelope. If you desire to accept this Offer, please carefully follow the
instructions on the Agreement of Transfer and Sale. Errors will delay and
possibly prevent acceptance of your tender of the BACs.

2
<PAGE>
If, prior to the Expiration Date, the Purchaser increases the consideration
offered to BAC Holders pursuant to the Offer, such increased consideration will
be paid with respect to all BACs that are purchased pursuant to the Offer,
whether or not such BACs were tendered prior to such increase in consideration.

The Offer is being made by the Purchaser as a speculative investment based
upon the belief that the BACs represent an attractive investment at the price
offered based upon, in part, the expected remaining Low-Income Housing Tax
Credits and tax losses. The purpose of the Offer is to allow the Purchaser to
benefit from any one combination of the following: (i) any and all Low-Income
Housing Tax Credits and tax losses attributable to such BACs; (ii) any cash
distributions from Partnership operations in the ordinary course of business;
(iii) distributions, if any, of net proceeds from the liquidation of any
properties after the Partnership has satisfied its liabilities; (iv) any cash
from any redemption of the BACs by the Partnership; and (v) sale of the BACs.

The Offer is not conditioned upon the valid tender of any minimum number of
the BACs. If more than 413,000 BACs, are validly tendered and not withdrawn, the
Purchaser will accept up to 413,000 of the tendered BACs for purchase on a pro
rata basis, subject to the terms and conditions herein. See "Tender
Offer--Section 13. Certain Conditions of the Offer." The Purchaser expressly
reserves the right to terminate the Offer at anytime and to waive any or all of
the conditions of the Offer, although the Purchaser does not presently intend to
waive any such conditions.

The Partnership is subject to the information and reporting requirements of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith is required to file reports and other information with the
Securities and Exchange Commission ("Commission") relating to its business,
financial condition and other matters. Such reports and other information may be
inspected at the public reference facilities maintained by the Commission at
room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
is available for inspection and copying at the regional offices of the
Commission located in Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Room of the Commission in Washington, D.C. at prescribed rates or from
the Commission's Website at http://www.sec.gov.

The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 (including exhibits) pursuant to Rule 14d-3 of the General Rules
and Regulations under the Exchange Act, which provides certain additional
information with respect to the Offer. Such Statements and any amendments
thereto, including exhibits, may be inspected and copies may be obtained from
the Commission in the manner specified above.

According to publicly available information, there were 4,178,029 BACs
issued and outstanding at March 31, 1997, held by approximately 2,254 BAC
Holders. The Purchaser does not own any BACs.

Information contained in this Offer to Purchase which relates to, or
represents statements made by the Partnership or the General Partner, has been
derived from information provided in reports and other information filed with
the Commission by the Partnership and General Partner.

BAC Holders are urged to read this Offer to Purchase and the accompanying
Agreement of Transfer and Sale carefully before deciding whether to tender their
BACs.

3
<PAGE>
OFFER TO PURCHASE

SECTION 1. TERMS OF THE OFFER. Upon the terms and subject to the
conditions of the Offer, the Purchaser will accept for payment and pay for up to
413,000 BACs that are validly tendered on or prior to the Expiration Date and
not withdrawn in accordance with Section 4 of this Offer to Purchase. The term
"Expiration Date" shall mean 12:00 midnight, Eastern Time, on May 18, 1998,
unless and until the Purchaser shall have extended the period of time for which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest date on which the Offer, as so extended by the Purchaser shall expire.

Subject to any approval rights of the General Partner under the terms of the
Partnership Agreement, the Purchaser reserves the right to transfer or assign,
(in whole or in part from time to time), to one or more of the Purchaser's
affiliates, the right to purchase all or any portion of the BACs tendered
pursuant to the Offer. Any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering BAC Holders to receive payment for BACs validly tendered and accepted
for payment pursuant to the Offer.

The Offer is conditioned on satisfaction of certain conditions. See "Tender
Offer--Section 13. Certain Conditions of the Offer," which sets forth in full
the conditions of the Offer. The Purchaser reserves the right (but shall not be
obligated), for any reason, or for no reason, to waive any or all of such
conditions or to terminate the offer at any time. If any or all of such
conditions have not been satisfied or waived by the Expiration Date, the
Purchaser reserves the right (but shall not be obligated) to (i) decline to
purchase any of the BACs tendered, (ii) terminate the Offer and return all
tendered BACs to tendering BAC Holders, (iii) waive all the unsatisfied
conditions and, subject to complying with applicable rules and regulations of
the Commission, purchase all BACs validly tendered, (iv) extend the Offer and,
subject to the right of BAC Holders to withdraw BACs until the Expiration Date,
retain the BACs that have been tendered during the period or periods for which
the Offer is extended or (v) to otherwise amend the Offer.

The Offer to Purchase and the related Agreement of Transfer and Sale are
being mailed at the Purchaser's expense to BAC Holders or beneficial owners of
BACs (in case of Individual Retirement Accounts (IRA) and qualified plans).

SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR BACS. If not
more than 413,000 BACs are validly tendered and not properly withdrawn prior to
the Expiration Date the Purchaser, upon the terms and subject to the conditions
of the Offer, will accept for payment all such BACs so tendered.

If more than 413,000 BACs are validly tendered and not properly withdrawn on
or prior to the Expiration Date, the Purchaser, upon the terms and subject to
the conditions of the Offer, will accept for payment 413,000 BACs so tendered,
on a pro rata basis with appropriate adjustments to avoid tenders of fractional
BACs and purchases that would violate transfer restrictions contained in the
Partnership's Agreement of Limited Partnership.

In the event that proration is required, because of the difficulty of
immediately determining the precise number of BACs to be accepted, the Purchaser
will announce the final results of proration as soon as practicable, but in no
event later than five to ten business days following the Expiration Date.
Subject to the Purchaser's obligations under Rule 14e-1(c) under the Exchange
Act to pay BAC Holders the Purchase Price in respect of BACs tendered or to
return those BACs promptly after termination or withdrawal of the Offer, the
Purchaser will not pay for any BACs tendered until after the final proration
results have been determined.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchaser will accept for payment, and will pay for, BACs
validly tendered and not withdrawn in accordance with Section 4 below, as
promptly as practicable following the Expiration Date. The Partnership has
orally advised the Purchaser

4
<PAGE>
(See "Section 9. Past Contacts and Negotiations with the General Partner") that
it will approve for transfer any BACs purchased by the Purchaser within five to
ten business days after receipt of properly completed transfer documents by the
Partnership. Upon written notification by the Partnership that the BACs
purchased by the Purchaser have been approved for transfer to it, the Purchaser
will pay for the BACs. In all cases, payment for BACs purchased pursuant to the
Offer will be made only after the Expiration Date and timely receipt by the
Purchaser of a properly completed and duly executed Agreement of Transfer and
Sale and any other documents required by the Agreement of Transfer and Sale.

For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment (and thereby purchased) tendered BACs when, as and if the Purchaser
gives oral or written notice to the Depositary of the Purchaser's acceptance for
payment of such BACs pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for BACs purchased pursuant to the Offer will
in all cases be made by the deposit of the Purchase Price with the Depositary
who will act as agent for the purpose of receiving payment from the Purchaser
and transmitting payment to the tendering BAC Holders. The Purchase Price will
be automatically reduced by $.12 per BAC for each month (or part of a month)
between May 31, 1998 and the date of transfer of the BACs after May 31, 1998 in
recognition of the reduction of allocable tax credits to the Purchaser after May
31, 1998. Under no circumstances will interest be paid on the Purchase Price for
any BAC by reason of any delay in making such payment.

If any tendered BACs are not purchased for any reason, the Agreement of
Transfer and Sale with respect to such BACs not purchased will be of no force or
effect. If, for any reason whatsoever, acceptance for payment of, or payment
for, any BACs tendered pursuant to the Offer is delayed, then, without prejudice
to the Purchaser's rights under Section 13 (but subject to compliance with Rule
14e-1(c) under the Exchange Act), the Purchaser may retain tendered BACs,
subject to any limitations of applicable law, and such BACs may not be withdrawn
except to the extent that the tendering BAC Holders are entitled to withdrawal
rights as described in Section 4.

If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to BAC Holders pursuant to the Offer, such increased
consideration shall be paid for all BACs accepted for payment pursuant to the
Offer, whether or not such BACs were tendered prior to such increase.

The Purchaser reserves the right to transfer or assign, at any time and from
time to time, in whole or in part, to one or more affiliates or direct or
indirect subsidiaries of the Purchaser, the right to purchase BACs tendered
pursuant to the Offer, but no such transfer or assignment will relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering BAC Holders to receive payment for BACs validly tendered and accepted
for payment pursuant to the Offer.

SECTION 3. PROCEDURES FOR TENDERING BACS.

VALID TENDER. For BACs to be validly tendered pursuant to the Offer, a
properly completed and duly executed Agreement of Transfer and Sale must be
received by the Purchaser at its address set forth on the back cover of this
Offer to Purchase on or prior to the Expiration Date. A BAC Holder may tender
any or all BACs owned by such BAC Holder.

In order for a tendering BAC Holder to participate in the Offer, BACs must
be validly tendered and not withdrawn prior to the Expiration Date, which is
12:00 midnight, Eastern Time, on May 18, 1998.

Although the Purchaser has included a pre-addressed envelope with this Offer
for the convenience of BAC Holders, the method of delivery of the Agreement of
Transfer and Sale is at the option and sole risk of the tendering BAC Holder,
and the delivery will be deemed made only when actually received by the
Purchaser. If delivery is by mail, registered mail with return receipt requested
is recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible application
of backup federal income tax withholding with respect to payment of the Purchase
Price for BACs purchased pursuant to the

5
<PAGE>
Offer, a tendering BAC Holder must verify such BAC Holder's correct taxpayer
identification number or social security number, as applicable, and make certain
certifications that the BAC Holder is not subject to backup federal income tax
withholding.

The BAC Holder is required to certify in the Agreement of Transfer and Sale,
under penalties of perjury, that (i) the tax identification number shown on the
Agreement of Transfer and Sale is the BAC Holder's correct Taxpayer
Identification Number; and (ii) the BAC Holder is not subject to backup
withholding either because the BAC Holder has not been notified by the Internal
Revenue Service (the "IRS") that the BAC Holder is subject to backup withholding
as a result of failure to report all interest or dividends, or the IRS has
notified the BAC Holder that the BAC Holder is no longer subject to backup
withholding.

The BAC Holder is also required to certify in the Agreement of Transfer and
Sale, under penalties of perjury, that the BAC Holder, if an individual, is not
a nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations). The BAC Holder 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.

TENDERS BY BENEFICIAL HOLDERS. Tenders of BACs made by beneficial holders
of BACs will be deemed an instruction to brokers, dealers, commercial banks,
trust companies, custodian and similar persons or entities whose names, or the
names of whose nominees, appear as the registered owner of such BACs, to tender
such BACs on behalf of such beneficial holder. A tender of BACs can only be made
by the registered owner of such BACs.

SIGNATURE GUARANTEES. The signature(s) on the Agreement of Transfer and
Sale must be Medallion guaranteed by a commercial bank, savings bank, credit
union, savings and loan association or trust company having an office, branch or
agency in the United States, a brokerage firm that is a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc., as provided in the Agreement of Transfer and Sale.

ERISA. By executing the Agreement of Transfer and Sale, a tendering BAC
Holder represents that either (a) the tendering BAC Holder is not a plan subject
to Title 1 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. Section 2510-3-101 of any such plan; or (b) the tender and acceptance of
BACs pursuant to the Offer will not result in a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.

APPRAISAL RIGHTS. BAC Holders will not have any appraisal or dissenter's
rights with respect to or in connection with the Offer.

OTHER REQUIREMENTS. By executing and delivering the Agreement of Transfer
and Sale, a tendering BAC Holder irrevocably appoints the Purchaser and/or
designees of the Purchaser and each of them as such BAC Holder's proxies, with
full power of substitution, in the manner set forth in this Agreement of
Transfer and Sale.

By executing and delivering the Agreement of Transfer and Sale, a tendering
BAC Holder also irrevocably assigns to the Purchaser and its assigns all of the
right, title and interest, free and clear of all liens and encumbrances of any
kind, of such BAC Holder in the Partnership with respect to the BACs tendered
and purchased pursuant to the Offer, including, without limitation, such BAC
Holder's right, title and interest in and to any and all Distributions made by
the Partnership between March 1, 1998 and the Expiration Date in respect of the
BACs tendered by such BAC Holder 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 March 1, 1998. The Purchaser will seek to be admitted to the
Partnership as an Assignee and/or a

6
<PAGE>
substitute limited partner upon consummation of the purchase of BAC Holder's
BACs pursuant to the Offer and it is the intention of the BAC Holder that upon
consummation of the purchase of BAC Holder's BACs pursuant to the Offer that the
Purchaser succeed to the BAC Holder's interest as an assignee and/or a
substitute limited partner of the Partnership in such BAC Holder's place.

By executing an Agreement of Transfer and Sale as set forth above, a
tendering BAC Holder also agrees that notwithstanding any provisions of the
Partnership's Partnership Agreement which provide that any transfer is not
effective until a date subsequent to the date of any transfer of BACs under the
Offer, the Purchase Price shall be reduced by any Distributions with respect to
the BACs between March 1, 1998, and the Expiration Date.

DETERMINATION OF VALIDITY; REJECTION OF BACS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the form of documents
and validity, eligibility (including time of receipt) and acceptance for payment
of any tender of BACs will be determined by the Purchaser, in its sole
discretion, which determination will be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders determined by
it not to be in proper form or the acceptance of or payment for which may, in
the opinion of the Purchaser or Purchaser's counsel, be unlawful. The Purchaser
also reserves the absolute right to waive any of the conditions of the Offer or
any defect or irregularity in any tender of BACs of any particular BAC Holder
whether or not similar defects or irregularities are waived in the case of other
BAC Holders.

The Purchaser's interpretation of the terms and conditions of the Offer
(including the Agreement of Transfer and Sale and the instructions thereto) will
be final and binding. No tender of BACs will be deemed to have been validly made
until all defects and irregularities with respect to such tender have been cured
or waived. Neither the Purchaser nor any of its affiliates or assigns, if any,
or any other person will be under any duty to give any notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification.

The Purchaser's acceptance for payment of BACs tendered pursuant to any of
the procedures described above will constitute a binding agreement between the
tendering BAC Holder and the Purchaser upon the terms and subject to the
conditions of the Offer.

SECTION 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section
4, tenders of BACs made pursuant to the Offer are irrevocable. BACs tendered
pursuant to the Offer may be withdrawn at any time on or prior to the Expiration
Date and, unless previously accepted for payment as provided herein, may also be
withdrawn at any time after June 16, 1998 (or such later date as may apply in
case the Offer is extended).

If, for any reason whatsoever, acceptance for payment of any BACs tendered
pursuant to the Offer is delayed, or the Purchaser is unable to accept for
payment or pay for BACs tendered pursuant to the Offer, then, without prejudice
to the Purchaser's rights set forth herein, the Purchaser may retain tendered
BACs and such BACs may not be withdrawn, except to the extent that the tendering
BAC Holder is entitled to and duly exercises withdrawal rights as described in
this Section 4. Any such delay will be by an extension of the Offer to the
extent required by law.

In order for a withdrawal to be effective, a written notice of withdrawal
must be timely received by the Depositary at its address set forth on the last
page of this Offer to Purchase. Any such notice of withdrawal must specify the
name of the person who tendered the BACs to be withdrawn, with the signature of
such person Medallion guaranteed in the same manner as the signature in the
Agreement of Transfer and Sale, the number of BACs to be withdrawn, and (if the
Agreement of Transfer and Sale has been delivered) the name of the BAC Holder as
set forth in the Agreement of Transfer and Sale. Withdrawals of BACs may not be
rescinded. Any BACs properly withdrawn will be deemed not validly tendered for
purposes of the Offer, but may be retendered at any subsequent time prior to the
Expiration Date by following any of the procedures described in Section 3.

7
<PAGE>
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. Neither the Purchaser
nor any of its affiliates or assigns, if any, or any other person will be under
any duty to give any notification of any defects or irregularities in any notice
of withdrawal or incur any liability for failure to give any such notification.

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, (i) to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and the payment for, any BACs
by giving oral or written notice of such extension, (ii) to terminate the Offer
at any time for any or no reason and not accept for payment any BACs not
theretofore accepted for payment or paid for, by giving oral or written notice
of such termination. (iii) upon the failure to satisfy any of the conditions
specified in Section 13, to delay the acceptance for payment of, or payment for,
any BACs not heretofore accepted for payment or paid for, by giving oral or
written notice of such termination or delay, and (iv) to amend the Offer in any
respect (including, without limitation, by increasing or decreasing the
consideration offered or the number of BACs being sought in the Offer or both)
by giving oral or written notice of such amendment. Any extension, termination
or amendment will be followed as promptly as practicable by public announcement,
the announcement in the case of an extension to be issued no later than 9:00
a.m., Eastern Time, on the next business day after the previously scheduled
Expiration Date, in accordance with the public announcement requirement of Rule
14e-1(d) under the Exchange Act.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will extend the Offer to the extent required by Rules 14d-4(c) and
14d-6(d) under the Exchange Act. The minimum period during which an offer must
remain open following a material change in the terms of the offer or of
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer, "business day" means any day other than a Saturday, Sunday or a federal
holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight,
Eastern Time.

SECTION 6. CERTAIN TAX CONSEQUENCES.

BAC HOLDERS SHOULD CONSULT THEIR RESPECTIVE TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO EACH SUCH BAC HOLDER OF SELLING BACS PURSUANT TO
THE OFFER.

SECTION 7. PURPOSE AND EFFECTS OF THE OFFER.

PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment
purposes only (See Section 8--"Future Plans") with a view towards making a
profit. The Purchaser's intent is to acquire the BACs at a discount to the value
that the Purchaser might ultimately realize from owning the BACs. No independent
person has been retained to evaluate or render any opinion with respect to the
fairness of the $2.00 Purchase Price and no representation is made as to such
fairness.

8
<PAGE>
Partnership has satisfied its liabilities; (iv) any cash from any redemption of
the BACs by the Partnership; and (v) sale of the BACs.

The Purchaser established the Purchase Price based on its independent
analysis of the Partnership, its assets, i.e., the Partnership's interest in the
local partnerships which owns real estate and the value of the real estate, the
tax benefits of owning the BACs and the financial condition of the Partnership.
The Purchaser derived the Purchase Price from its analysis of financial and
other information contained in publicly-available information in the
Partnership's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
filed with the Commission, which describe the Partnership's business and assets.

Other measures of value may be relevant to a BAC Holder and all BAC Holders
are urged to carefully consider all of the information contained in the Offer to
Purchase and Agreement of Transfer and Sale and to consult with their own
advisors (tax, financial or otherwise) in evaluating the terms of the Offer
before deciding whether to tender BACs. The Offer is being made as a speculative
investment by the Purchaser based on its belief that there is inherent
underlying value in the assets of the local partnership in which the Partnership
has an interest.

CERTAIN RESTRICTIONS ON TRANSFER OF BACS. The Partnership Agreement
restricts transfers of BACs if a transfer, when considered with all other
transfers during the same applicable twelve month period, would cause a
termination of the Partnership for federal or applicable state income tax
purposes (which termination may occur when 50% or more of the BACs are
transferred in a twelve month period) or to prevent a termination of the
Partnership for federal income tax purposes, which is deemed harmful to the BAC
Holders. These provisions may limit sales of BACs on the secondary market and in
private transactions for the twelve-month period following completion of the
Offer. The Partnership may not process any requests for recognition of
substitution of BAC Holders upon a transfer of BACs during such twelve-month
period which the General Partner believes may cause a tax termination in
contravention of the Partnership's Agreement of Limited Partnership. In
determining the number of BACs for which the Offer is made (representing
approximately 9.9% of the outstanding BACs), the Purchaser took these
restrictions into account and has conditioned the Offer on not violating such
restriction. See "Tender Offer--Section 13. Certain Conditions of the Offer."
The Purchaser has been orally advised by the Partnership that the Partnership
will approve for transfer any BACs the Purchaser purchased as a result of the
Offer within five to ten business days after receipt of properly executed
transfer documents (see "Section 9. Past Contacts and Negotiations with General
Partner"). The foregoing are hereafter referred to as the "Transfer
Restrictions."

EFFECT ON TRADING MARKET AND PRICE RANGE OF THE BACS. If a substantial
number of BACs are purchased pursuant to the Offer, the result will be a
reduction in the number of BAC Holders. In the case of certain kinds of equity
securities, a reduction in the number of security-holders might be expected to
result in a reduction in the liquidity and volume of activity in the trading
market for the security. In this case, however, there is a limited trading
market for the BACs and, therefore, the Purchaser does not believe a reduction
in the number of BAC Holders will materially further restrict the BAC Holders'
ability to find purchasers for their BACs.

The Partnership disclosed in its Annual Report on Form 10-K for the year
ended March 31, 1997, "There is no established trading market for the BACs and
it is not anticipated that any public market will develop."

The BACs are registered under Section 12(g) of the Exchange Act, which
means, among other things, that the Partnership is required to file periodic
reports with the Commission and to comply with the Commission's proxy rules. The
Purchaser does not expect or intend that consummation of the Offer will cause
the BACs to cease to be registered under Section 12(g) of the Exchange Act.
Currently, there are approximately 2,254 BAC Holders. If the BACs were to be
held by fewer than 300 persons, the Partnership could apply to de-register the
BACs under the Exchange Act. Because the BACs are widely held, however,

9
<PAGE>
the Purchaser expects that even if it purchases the maximum number of BACs in
the Offer, after that purchase the BACs will be held of record by substantially
more than 300 persons.

Partnership Spectrum, an industry publication, reported that during the
period March 1997 through January 1998 seven trades at an average price of $4.66
per BAC, encompassing 8,000 BACs took place. Such secondary market selling
prices, however, do not take into account commissions charged by secondary
market makers effectuating such sales which the Purchaser believes, based on a
typical 1,000 BAC sales transaction, range from 5% to 8% of the sales proceeds.
Additionally, because a BAC is less valuable with the passage of time since
fewer Tax Credits remain, the Purchaser believes the price per BAC should be
reduced by approximately $.12 for each passing month.

SECTION 8. FUTURE PLANS. The Purchaser is acquiring the BACs pursuant to
the Offer for investment purposes only, does not intend to make any effort to
change current management or operations of the Partnership and has no current
plans for any extraordinary transactions involving the Partnership. However, the
Purchaser and its affiliates may acquire additional BACs through private
purchases, one or more future tender offers or by any other means deemed
advisable. Such future purchases will also be for investment purposes only and
may be at prices higher or lower than the Purchase Price.

SECTION 9. PAST CONTACTS AND NEGOTIATIONS WITH GENERAL PARTNER. On March
30, 1998, a representative of the Purchaser contacted by telephone a
representative of the Partnership's General Partner and notified the Partnership
that the Purchaser would commence a tender offer during the week of March 30,
1998. No discussion was held between the representatives as to the amount of
BACs to be tendered for or the Purchase Price of the BACs. A discussion took
place regarding the mechanics of the Offer, i.e., printing, mailing and the
transfer of purchased BACs to Purchaser.

On March 31, 1998, the same representative of Purchaser and the Partnership
had an additional telephone conversation wherein the mechanics of the Offer were
further discussed. In that discussion the Partnership stated to the Purchaser
that the Partnership would approve the transfer of the purchased BACs to the
Purchaser five to ten business days after receipt of properly executed transfer
documents. Additionally, in the March 31, 1998 discussion, Purchaser requested
three specific business records, pro forma K-1s for 1996 and 1997, a schedule of
remaining tax credits available and a list of "watch properties," i.e.,
properties with potential problems and also requested that the transfer fee of
$150 per BAC Holder be waived.

On April 1, 1998, the Partnership responded to the Purchaser's requests by
declining to waive the transfer fee, by referring the Purchaser to the
Partnership's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for
the information regarding "watch properties" and by referring the Purchase to
the Partnership's original prospectus for the information regarding tax credits.
The Partnership will forward the pro-forma K-1s to the Purchaser.

SECTION 10. CERTAIN INFORMATION CONCERNING THE BUSINESS OF THE PARTNERSHIP
AND RELATED MATTERS. The following information was extracted from the
Partnership's Annual Report on Form 10-K for the year ended March 31, 1997 and
the Quarterly Reports on Form 10-Q for the nine-month periods ended December 31,
1997 and December 31, 1996 (collectively the "Reports"), which Reports were
filed with the Commission. The Purchaser did not prepare any of the information
contained in such reports and extracted in this Offer and the Purchaser makes no
representation as to the accuracy or completeness of such information.

The Partnership (or "Fund") was formed on June 28, 1989 to invest as a
limited partner in other limited partnerships (the "Operating Partnerships")
each of which will own or lease and will operate apartment complexes exclusively
or partially for low- and moderate-income tenants. Each Operating Partnership in
which the Fund will invest will own apartment complexes which are completed,
newly-constructed, under construction or rehabilitation, or to be constructed or
rehabilitated and which are expected to receive Government Assistance. Each
apartment complex is expected to qualify for the low-

10
<PAGE>
income housing tax credit under Section 42 of the Internal Revenue Code (the
"Code") (the "Federal Housing Tax Credit"), thereby providing tax benefits over
a period of twelve years in the form of tax credits which investors may use to
offset income, subject to certain strict limitations, from other sources.
Certain apartment complexes may also qualify for the historic rehabilitation tax
credit under Section 48 of the Code (the "Rehabilitation Tax Credit"). Section
236(f)(ii) of the National Housing Act, as amended, in Section 101 of the
Housing and Urban Development Act of 1965, as amended, each provide for the
making by HUD of rent supplement payments to low income tenants in properties
which receive other forms of federal assistance such as Tax Credits. The
payments for each tenant, which are made directly to the owner of their
property, generally are in such amounts as to enable the tenant to pay rent
equal to 30% the adjusted family income. Some of the apartment complexes in
which the Partnership has invested are receiving such rent supplements from HUD.
HUD has been in the process of converting rent supplement assistance to
assistance paid not to the owner of the apartment complex, but directly to the
individuals. At this time, the Partnership is unable to predict whether Congress
will continue rent supplement programs payable directly to owners of the
apartment complex.

The business objective of the Fund is to:

(1) preserve and protect the Partnership's capital;

(2) provide current tax benefits to investors in the form of (a) Federal
Housing Tax Credits and Rehabilitation Tax Credits, which an investor may
apply, subject to certain strict limitations, against the investor's
federal income tax liability from active portfolio and passive income;
and (b) passive losses which an investor may apply to offset his passive
income (if any);

(3) provide capital appreciation (except with respect to the Fund's
investment in non-profit Operating Partnerships) through increases in
value of the Fund's investment and to the extent applicable, equity
buildup through periodic payments on the mortgage indebtedness with
respect to the Apartment Complexes;

(4) provide cash distributions (except with respect to the Fund's investment
in certain non-profit partnerships) from capital transaction proceeds.
The Operating Partnerships intend to hold the Apartment Complexes for
appreciation in value. The Operating Partnerships may sell the Apartment
Complexes after a period of time if financial conditions in the future
make such sales desirable and if such sales are permitted by government
restrictions; and

(5) provide, on a current basis and to the extent available, cash
distributions from the operations of the Apartment Complexes (no
significant amount of which is anticipated).

Series 9 of the Fund has acquired a Limited Partnership interest in 55
Operating Partnerships, identified in the table set forth below. In each
instance the apartment complex owned by the applicable Operating Partnership is
eligible for Federal Housing Tax Credits. Occupancy of a unit in each apartment
complex which initially complied with the Minimum Net Set Aside Test (i.e.,
occupancy by tenants with incomes equal to no more than a certain percentage of
area median income) and the Rent Restriction Test (i.e., gross rent charged
tenants does not exceed 30% of the applicable income standards) is referred to
hereinafter as "Qualified Occupancy."

PROPERTY PROFILE AS OF MARCH 31, 1997

<TABLE>
<CAPTION>
MORTGAGE CAP CON
BALANCE QUALIFIED PAID
AS OF CONST. OCCUPANCY THRU
PROPERTY NAME LOCATION UNITS 12/31/96 ACQ. DATE COMP. 3/31/97 3/31/97
- ----------------------------------- --------------- ----- ---------- --------- ----------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Azalea Village Apartments.......... Crawford, GA 24 $ 641,812 5/90 5/90 100% $ 143,206
Beaver Brook Commons............... Pelham, NH 24 1,187,746 4/90 5/90 100% 290,403
Bent Creek Apartments II........... Crest View, FL 24 710,710 6/90 5/90 100% 164,534
Big Lake Seniors................... Big Lake, TX 20 562,201 4/94 6/95 100% 141,072
Blanco Senior Apts................. Blanco, TX 20 521,147 12/93 9/94 100% 98,561
</TABLE>

11
<PAGE>
<TABLE>
<CAPTION>
MORTGAGE CAP CON
BALANCE QUALIFIED PAID
AS OF CONST. OCCUPANCY THRU
PROPERTY NAME LOCATION UNITS 12/31/96 ACQ. DATE COMP. 3/31/97 3/31/97
- ----------------------------------- --------------- ----- ---------- --------- ----------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Breezewood Village Phase I......... Kissimmee, FL 86 $2,808,946 4/90 4/90 100% $ 831,650
Breezewood Village II.............. Kissimmee, FL 42 1,432,211 5/90 5/90 100% 416,268
Cambridge Manor.................... Madison, FL 36 1,137,659 4/90 1/90 100% 268,523
Corinth Senior Housing............. Corinth, NY 40 1,495,099 4/90 2/90 100% 384,000
Cotton Mill Apartments............. Stuart, VA 40 1,487,068 10/92 7/93 100% 271,351
Country Hill Apts.................. Cedar Rapids,
IA 166 4,421,315 4/90 6/90 100% 3,471,607
Country Lane Apts.................. Blakely, GA 32 949,321 5/90 5/90 100% 211,916
Fawn River Apartments.............. Sturgis, MI 100 3,708,188 10/90 10/90 95% 971,446
Garden Lake Apartments............. Immokalee, FL 65 2,198,547 5/90 5/90 100% 577,529
Glenwood Hotel..................... Porterville, CA 36 751,549 6/90 6/90 100% 383,100
Grand Princess Manor............... St. Croix, USVI 24 1,495,825 6/90 8/90 100% 374,766
Grand Princess Villa............... St. Croix, USVI 24 1,494,827 6/90 8/90 100% 276,203
Greenwich Senior Housing........... Greenwich, NY 36 1,488,571 4/90 2/90 97% 340,000
Grifton Manor Apts................. Grifton, NC 40 1,264,023 9/93 2/94 100% 261,645
Hacienda Villa Apartments.......... Firebaugh, CA 120 3,947,514 4/90 1/90 100% 1,343,294
Haines City Apartments............. Haines City, FL 46 1,443,279 4/90 2/90 100% 339,465
Hamlet Square...................... Newfane, NY 24 1,001,774 10/92 9/92 100% 193,830
Hill St. Commons................... South Paris, ME 25 1,494,993 11/92 10/92 100% 301,064
Kristin Park Apartments............ Las Vegas, NM 44 1,394,952 3/90 6/90 100% 313,200
Le Grand Apts...................... Le Grand, CA 34 1,746,464 11/92 10/93 100% 419,011
Longmeadow Apartments.............. Skowheagan, ME 28 1,484,915 8/90 8/90 100% 284,000
Magnolia Lane Apartments........... Bloomingdale,
GA 48 1,484,619 5/90 3/90 100% 321,908
Maywood Apartments................. Corning, CA 40 1,505,534 3/90 7/90 100% 365,280
Meadowcrest Apartments............. Southfield, MI 83 2,906,533 9/90 10/90 100% 1,116,284
Mill Pond Apartments............... Brooklyn, MI 36 1,110,469 5/90 5/90 100% 250,175
New Holland Apartments............. Danville, IL 53 973,523 5/90 8/90 100% 565,622
Pinewoods Apartments............... Springfield, IL 168 3,864,669 6/90 6/91 100% 1,258,700
Pine Ridge Place................... Polkton, NC 16 660,264 1/94 12/93 100% 114,730
Pleasanton Seniors Apts............ Pleasanton, TX 24 625,705 12/93 7/93 100% 144,839
Port Crossing...................... Portage, IN 160 3,315,289 3/90 4/90 100% 2,733,580
Putney Meadows Apts................ Putney, VT 28 1,424,723 12/92 5/93 100% 374,495
Quail Hollow Apartments............ Homerville, GA 54 1,475,030 5/90 1/90 100% 363,353
Quail Hollow II.................... Raleigh, NC 36 1,405,922 7/90 9/90 100% 313,521
Rainbow Gardens Apartments......... Dunnellon, FL 36 1,221,901 12/92 6/93 100% 236,763
Raitt Street Apts.................. Santa Ana, CA 6 791,508 5/93 8/93 100% 416,200
School St. Apts. II................ Marshall, WI 24 819,094 6/93 6/93 100% 652,967
Scottsville Hollow................. Scottsville, NY 36 1,430,225 5/90 5/90 100% 304,060
Somerset Apartments................ Antioch, CA 156 5,480,494 3/90 3/90 100% 3,920,000
St. Paul's Apartments.............. St. Paul, NC 32 1,268,718 5/90 9/90 100% 263,165
Surry Village II................... Surry, VA 24 777,798 5/90 1/90 100% 157,002
Tappahannock Green Apts............ Tappahannock,
VA 40 1,511,213 3/94 5/94 100% 293,486
Telluride Apartments............... Telluride, CO 30 1,474,581 9/90 11/90 100% 300,033
The Warren St. Lodging House....... Boston, MA 19 721,934 3/90 5/90 100% 460,900
Twin Oaks Apartments............... Raeford, NC 28 1,142,647 5/90 5/90 100% 275,894
Ventura Village.................... Hernando, FL 53 1,489,702 6/90 7/90 100% 473,300
Village Oaks Apartments II......... Live Oak, FL 24 735,288 6/90 2/90 100% 164,291
Warrensburg Estates................ Warrensburg, MO 32 795,235 4/90 4/90 100% 181,849
Westside Apartments................ Providence, RI 40 2,452,438 6/90 12/90 100% 1,777,738
Westwood Square Apartments......... Moorehead City,
NC 36 1,416,387 7/90 7/90 100% 195,391
Wilmington Housing................. Wilmington, NY 24 1,055,408 8/90 8/90 100% 237,279
</TABLE>

As of December 31, 1997, the Qualified Occupancy for the series 9 properties
was 99.8%.

As of December 31, 1997, $4,590 of the series 9 net offering proceeds remain
to be used (out of the $30,128,943 committed) to make capital contributions to
the series 9 Operating Partnerships.

12
<PAGE>
The following financial information was extracted from the Reports.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
OPERATIONS
Interest and Other Income.................................... $ 17,468 $ 25,217
Share of Losses From Operating...............................
Limited Partnerships......................................... $ (2,660,814) $ (2,777,350)
Net Loss..................................................... $ (3,246,263) $ (3,380,626)
Net Loss Per BAC............................................. $ (0.77) $ (0.80)
BALANCE SHEET
Total Assets................................................. $ 13,131,637 $ 15,898,301
Total Liabilities............................................ $ 2,885,966 $ 2,406,367
Partners Equity.............................................. $ 10,245,671 $ 13,491,934
OTHER DATA
Tax Credit per BAC for Tax Years Ended December 31, 1996 and
1995, Respectively......................................... $ 1.36 $ 1.37
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED DECEMBER
31
----------------------------
1997 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
OPERATIONS
Interest and Other Income.................................... $ 11,234 $ 13,035
Share of Losses of Operating Partnership..................... $ (1,697,592) $ (2,378,992)
Net Loss..................................................... $ (2,152,296) $ (2,824,816)
Net Loss Per BAC............................................. $ (0.52) $ (0.67)
BALANCE SHEET
Total Assets................................................. $ 11,411,181 $ 13,401,304
Total Liabilities............................................ $ 3,317,806 $ 2,743,186
Partners Equity.............................................. $ 8,093,375 $ 10,667,118
</TABLE>

DISTRIBUTIONS: The Partnership has made no distributions of net cash flow
to BAC Holders since its formation.

SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is
a Delaware limited liability company which was organized for the purpose of
making passive investments and acquiring the BACs pursuant to the Offer. The
Manager of the Purchaser is Global Capital Management, Inc., a Delaware
corporation ("GCM"), which is controlled by its three officers and directors,
Richard J. Emmerich, John D. Brandenborg and Michael J. Frey. GCM is also the
general partner of and exercises sole control over the limited partnership which
is a member of the Purchaser and which owns all of the interests of the
Purchaser. GCM is engaged in business to make innovative non-traditional
investments in financial instruments. The Purchaser's and GCM's principal
executive offices are at 601 Carlson Parkway, Suite 200, Minnetonka, Minnesota
55305.

For certain information concerning the executive officers and directors of
GCM, see Schedule 1 to this Offer to Purchase.

Except as otherwise set forth herein, (i) neither the Purchaser nor, to the
best knowledge of the Purchaser, any of the persons listed on Schedule 1 or any
affiliate of the Purchaser beneficially owns or has a right to acquire any BACs,
(ii) neither the Purchaser nor, to the best knowledge of the Purchaser, any of
the persons listed on Schedule 1 or any affiliate of the Purchaser or any
director, executive officer or subsidiary of any of the foregoing has effected
any transaction in the BACs, (iii) neither the Purchaser nor,

13
<PAGE>
to the best knowledge of the Purchaser, any of the persons listed on Schedule 1
or any affiliate of the Purchaser has any contract, arrangement, understanding
or relationship with any other person with respect to any securities of the
Partnership, including but not limited to, contracts, arrangements,
understandings or relationships concerning the transfer or voting thereof, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations, (iv) there have been no transactions or business relationships
which would be required to be disclosed under the rules and regulations of the
Commission between the Purchaser, or, to the best knowledge of the Purchaser,
any of the persons listed on Schedule 1 or any affiliate of the Purchaser, on
the one hand, and the Partnership or affiliates, on the other hand, and (v)
there have been no contracts, negotiations or transactions between the Purchaser
or to the best knowledge of the Purchaser, any of the persons listed on Schedule
1 or any affiliate of the Purchaser, on the one hand, and the Partnership or its
affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election or
removal of any general partner or a sale or other transfer of a material amount
of assets.

SECTION 12. SOURCE OF FUNDS. The Purchaser expects that approximately
$826,000 (exclusive of fees and expenses) will be required to purchase 413,000
BACs (approximately 9.9% of the 4,178,029 BACs outstanding), if tendered. The
Purchaser will obtain all of those funds from its working capital. However, the
Purchaser may seek to obtain financing to facilitate the purchase of the BACs.
If the Purchaser determines to obtain financing for the purchase of the BACs,
Purchaser will amend this Offer to disclose such financing to the BAC Holders.

SECTION 13. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other
provisions of the Offer, the Purchaser will not be required to accept for
payment or, subject to any applicable rules or regulations of the Commission,
including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered BACs promptly after the expiration or
termination of the Offer), to pay for any BACs tendered, and may postpone the
acceptance for payment or, subject to the restriction referred to above, payment
for any BACs tendered, and may amend or terminate the Offer if (i) the Purchaser
shall not have confirmed to its reasonable satisfaction that, upon purchase of
the BACs pursuant to the Offer, the Purchaser will have full rights to ownership
as to all such BACs, the Purchaser will become a registered owner on the books
and records of the Partnership, (ii) the Purchaser shall not have confirmed to
its reasonable satisfaction that, upon the purchase of the BACs pursuant to the
Offer, the Transfer Restrictions will have been satisfied, or (iii) all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the purchase contemplated
by the Offer shall not have been filed, occurred or been obtained. Furthermore,
notwithstanding any other term of the Offer, the Purchaser will not be required
to accept for payment or pay for any BACs not theretofore accepted for payment
or paid for and may terminate or amend the Offer as to such BACs if, at any time
on or after the date of the Offer and before the Expiration Date any of the
following conditions exist:

(a) the acceptance by the Purchaser of BACs tendered and not withdrawn
pursuant to the Offer or the transfer of such BACs to the Purchaser violates
restrictions in the Partnership Agreement which prohibit any transfer of BACs
which would cause a termination of the Partnership or would cause the
Partnership to be taxed as a "publicly traded partnership" under the Internal
Revenue Code;

(b) there shall have been threatened, instituted or pending any action or
proceeding before any court or governmental agency or other regulatory or
administrative agency or commission or by any other person, challenging the
acquisition of any BACs pursuant to the Offer or otherwise directly or
indirectly relating to the Offer, or otherwise, in the judgment of the
Purchaser, adversely affecting the Purchaser or the Partnership;

14
<PAGE>
(c) any statute, rule or regulation shall have been proposed, enacted,
promulgated or deemed applicable to the Offer, or any action or order shall have
been proposed, entered into or taken, by any government, governmental agency, or
other regulatory or administrative agency or authority, which, in the judgment
of the Purchaser, might (i) result in a delay in the ability of the Purchaser or
render the Purchaser unable, to purchase or pay for some or all of the tendered
BACs, (ii) make such purchase or payment illegal, or (iii) otherwise adversely
affect the Purchaser or the Partnership;

(d) any change shall have occurred or be threatened in the business,
financial condition, results of operations, tax status or prospects of the
Partnership which, in the judgment of the Purchaser, is or may be adverse to the
Partnership, or the Purchaser shall have become aware of any facts which, in the
judgment of the Purchaser, have or may have adverse significance with respect to
the value of the BACs;

(e) there shall have occurred (i) any general suspension of, or limitation
on prices for or trading in, securities in the over-the-counter market or on the
New York Stock Exchange, Inc., (ii) a declaration of a banking moratorium or any
suspension of payment in respect of banks in the United States or any limitation
by federal or state authorities on the extension of credit by lending
institutions or (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States; or, in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof;

(f) a tender or exchange offer for some or all of the BACs is made, or
publicly proposed to be made or amended, by another person;

(g) the Partnership shall have (i) issued, or authorized or proposed the
issuance of, any partnership interests of any class, or any securities
convertible into, or rights, warrants or options to acquire, any such interests
or other convertible securities, (ii) issued or authorized or proposed the
issuance of any other securities, in respect of, in lieu of, or in substitution
for, all or any of the presently outstanding BACs, (iii) declared or paid any
distribution, OTHER THAN IN CASH, on any of its partnership interests, (iv)
authorized, proposed or announced its intention to propose any merger,
consolidation or business combination transaction, acquisition of assets,
disposition of assets or material change in its capitalization, or any
comparable event not in the ordinary course of business, or (v) proposed or
effected any amendment to the Partnership's Agreement of Limited Partnership;

(h) the failure to occur of any necessary approval or authorization by any
Federal or state authorities necessary to consummation of the Purchaser of all
or any part of the BACs to be acquired hereby, which in the sole judgment of the
Purchaser in any such case, and regardless of the circumstances (including any
action of the Purchaser) giving rise thereto, makes it inadvisable to proceed
with such purchase or payment; or

(i) the Purchaser or any of its affiliates and the Partnership shall have
agreed that the Purchaser shall amend or terminate the Offer or postpone the
payment for the BACs pursuant thereto.

The foregoing conditions are for the sole benefit of the Purchaser and its
affiliates and may be asserted by the Purchaser regardless of the circumstances
(including, without limitation, any action or inaction by the Purchaser or any
of its affiliates) giving rise to such condition, or may be waived by the
Purchaser, in whole or in part, from time to time in its sole discretion. The
failure by the Purchaser at any time to exercise the foregoing rights will not
be deemed a waiver of such rights, which rights will be deemed to be ongoing and
may be asserted at any time and from time to time. Any determination by the
Purchaser concerning the events described in this Section 13 will be final and
binding upon all parties.

SECTION 14. CERTAIN LEGAL MATTERS AND REQUIRED REGULATORY APPROVALS.

GENERAL. Except as set forth in this Offer to Purchase, based on its review
of publicly available filings by the Partnership with the Commission and aother
publicly available information regarding the Partnership, the Purchaser is not
aware of any licenses or regulatory permits that would be material to the
business

15
<PAGE>
of the Partnership, taken as a whole, and that might be adversely affected by
the Purchaser's acquisition of BACs as contemplated herein, or any filings,
approvals or other actions by or with any domestic, foreign or governmental
authority or administrative or regulatory agency that would be required prior to
the acquisition of BACs by the Purchaser pursuant to the Offer as contemplated
herein. Should any such approval or other action be required, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Partnership's business, or that certain parts of the Partnership's
or the Purchaser's business might not have to be disposed of or held separate or
other substantial conditions complied with in order to obtain such approval. The
Purchaser's obligation to purchase and pay for BACs is subject to certain
conditions. See "Offer to Purchase--Section 13. Certain Conditions of the
Offer."

ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), and the rules and regulations that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the Antitrust Division of
the Department of Justice (the "Antitrust Division") and the FTC and certain
waiting period requirements have been satisfied. The Purchaser does not
currently believe any filing is required under the HSR Act with respect to its
acquisition of BACs contemplated by the offer.

Based upon an examination of publicly available information relating to the
business in which the Partnership is engaged, the Purchaser believes that the
acquisition of BACs pursuant to the Offer would not violate the antitrust laws.
Nevertheless, there can be no assurance that a challenge to the Offer on
antitrust grounds will not be made, or, if such challenge is made, what the
result will be.

STATE TAKEOVER LAWS. The Purchaser has not attempted to comply with any
state takeover statutes in connection with the Offer. The Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in the Offer, nor any action taken in
connection herewith, is intended as a waiver of that right. In the event that
any state takeover statute is found applicable to the Offer, the Purchaser might
be unable to accept for payment or purchase BACs tendered pursuant to the Offer
or be delayed in continuing or consummating the Offer. In such case, the
Purchaser may not be obligated to accept for purchase, or pay for, any BACs
tendered.

SECTION 15. FEES AND EXPENSES. The Purchaser will pay all expenses of the
Offer, including the fees and expenses of MAVRICC Management Systems, Inc., the
Depositary. The Purchaser will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of BACs pursuant to the Offer.
Brokers, dealers, commercial banks and trust companies and other nominees, if
any, will, upon request and prior approval of the Purchaser, be reimbursed by
the Purchaser for customary clerical and mailing expenses incurred by them in
forwarding materials to their customers.

SECTION 16. MISCELLANEOUS. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) BAC HOLDERS IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF ANY
JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE
ACCEPTANCE THEREOF WOULD BE ILLEGAL.

In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Purchaser will engage one
or more registered brokers or dealers that are licensed under the laws of such
jurisdiction to make the Offer. The Purchaser has filed with the Commission the
Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, furnishing certain information
with respect to the Offer, and may file amendments thereto. Such Schedule 14D-1
and any amendments thereto, including exhibits, may be examined and copies may
be obtained from the Commission as set forth above in "Introduction."

16
<PAGE>
No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained in this Offer to
Purchase or in the Agreement of Transfer and Sale and, if given or made, any
such information or representation must not be relied upon as having been
authorized. Neither the delivery of the Offer to Purchase nor any purchase
pursuant to the Offer shall, under any circumstances, create any implication
that there has been no change in the affairs of the Purchaser or the Partnership
since the date as of which information is furnished or the date of this Offer to
Purchase.

Valley Creek Capital, LLC

April 17, 1998

17
<PAGE>
SCHEDULE 1
INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF GLOBAL CAPITAL MANAGEMENT, INC.

Set forth in the table below are the names of the directors and executive
officers of Global Capital Management, Inc. and their present principal
occupations and five (5) year employment histories. Each individual is a citizen
of the United States and the business address of each person is 601 Carlson
Parkway, Suite 200, Minnetonka, Minnesota 55305.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------ ----------------------------------------------------------------------------------
<S> <C>
Richard J. Emmerich........... Richard J. Emmerich has been the President and a Director of Global Capital
Management Inc. ("GCM") from August 1988 to present. From 1976 to 1988, Mr.
Emmerich was employed by Cargill, Inc. in acquisitions research and international
trading and processing activities. Mr. Emmerich served as President of Cargill
Financial Services Corporation at his departure in 1988. Mr. Emmerich has a
Masters of Business Administration Degree from Stanford University and a Bachelor
of Arts Degree from Northwestern University.

John D. Brandenborg........... John D. Brandenborg has been a Vice President, Treasurer and a Director of GCM
from August 1988 to present. Mr. Brandenborg was employed by Cargill, Inc. from
1978 to 1988 and was involved in trading of domestic and foreign equity and fixed
income instruments. Mr. Brandenborg served as a Vice President of Cargill
Financial Services Corporation at his departure in 1988. Mr. Brandenborg has a
Bachelor of Science Degree in Accounting from the University of Denver.

Michael J. Frey............... Michael J. Frey has been Secretary, Vice President and a Director of GCM from 1988
to present. From 1979 to 1988, Mr. Frey was employed by Cargill, Inc. and traded
and supervised trading of domestic and foreign equity and fixed income
instruments. At his departure in 1988, Mr. Frey served as Assistant Vice President
of Cargill Financial Services Corporation. Mr. Frey has a Bachelor of Science
Degree in Business Administration from the University of Minnesota.

GCM is the general partner of EBF & Associates Limited Partnership which is
engaged in business to make innovative non-traditional investments in financial
instruments.
</TABLE>

S-1-1
<PAGE>
Any questions or requests for assistance or for delivery of additional
copies of this Offer to Purchase or the Agreement of Transfer and Sale may be
directed to the Depositary at the telephone number and address set forth below.

MAVRICC Management Systems, Inc.
Post Office Box 7090
Troy, Michigan 48007-7090
Tele: 1-888-292-4264

<PAGE>
AGREEMENT OF TRANSFER AND SALE

The undersigned (or the nominee of the undersigned) is an owner of the number of
beneficial assignee certificates ("BACs") evidencing the beneficial interest of
an assignee in the series 9 limited partnership interests of Boston Capital Tax
Credit Fund II Limited Partnership, a Delaware limited partnership (the
"Partnership"), set forth below on this Agreement of Transfer and Sale
("Agreement"), and agrees to sell and transfer all of the undersigned's right,
title and interest in the BACs to Valley Creek Capital, LLC, free and clear of
all liens and encumbrances of any kind, on the terms and conditions set forth in
Valley Creek Capital, LLC's Offer to Purchase dated April 17, 1998, and as set
forth below. Unless otherwise indicated below, the undersigned agrees to sell
all (100%) of the BACs the undersigned owns.

1. Notwithstanding any provision to the contrary, the undersigned agrees
that in the event any distribution of cash with respect to the BACs or a cash
redemption of the BACs is made or declared (collectively, a "Distribution") by
the Partnership to the undersigned on or after March 1, 1998 with respect to the
BACs being sold and transferred to it pursuant to this Agreement, that the cash
price of $2.00 per BAC to be paid to the undersigned shall be reduced by the
amount of the Distribution per BAC to the undersigned. To the extent any
Distribution is made or declared by the Partnership with respect to the BACs for
any period on or after March 1, 1998 that is received by the undersigned, the
undersigned understands that the amount of said Distribution will be deducted
from the cash price of $2.00 per BAC to be paid to the undersigned by Valley
Creek Capital, LLC, pursuant to the timing set forth in the Offer. The
undersigned also agrees that the Purchase Price will be automatically reduced by
$.12 per BAC for each month (or part of a month) between May 31, 1998 and the
date of transfer of the BACs after May 31, 1998 in recognition of the reduction
of allocable tax credits to the purchaser after May 31, 1998. To this end, the
undersigned hereby instructs the Partnership to change the address of its
account to : Valley Creek Capital, LLC, c/o Global Capital Management, 601
Carlson Parkway, Suite 200, Minnetonka, Minnesota 55305, or such entity as
Valley Creek Capital LLC may designate in its sole discretion.

2. The undersigned (or the nominee of the undersigned) by executing this
Agreement hereby irrevocably constitutes and appoints Valley Creek Capital, LLC,
a Delaware limited liability company, and its Manager, Global Capital
Management, Inc., a Delaware corporation, as its true and lawful agent and
attorney-in-fact with respect to the BACs with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) of the undersigned to (a) execute, swear to, acknowledge, and file any
document providing for or relating to the transfer of the ownership of the BACs
on the books of the Partnership; (b) deliver the BACs and transfer ownership of
the BACs on the books of the Partnership; (c) endorse in favor of Valley Creek
Capital, LLC or any other payee Valley Creek Capital, LLC otherwise designates
on the undersigned's behalf, any and all payments payable to the undersigned and
received by Valley Creek Capital, LLC from the Partnership for any period of
time on or after March 1, 1998; and (d) execute on behalf of the undersigned any
applications for transfer and distribution allocation agreements required by the
National Association of Securities Dealers, Inc.'s Notice to Members 96-14 to
give effect to the transaction contemplated by this Agreement; (e) execute on
behalf of the undersigned any affidavit or other document necessary to indemnify
the Partnership if the certificate evidencing the ownership of the undesigned's
BACs has been lost, stolen or destroyed; and (f) receive all benefits and
distributions and cause the Partnership to amend the books and records of the
Partnership, including my record account and address, to direct Distributions to
Valley Creek Capital, LLC and otherwise exercise all rights of beneficial owner
of the BACs. Neither Valley Creek Capital, LLC, nor Global Capital Management,
Inc. shall be required to post bond of any nature in connection with this power
of attorney.

3. The undersigned hereby represents and warrants that the BACs are being
transferred and sold to Valley Creek Capital, LLC, free and clear of all liens
and encumbrances of any kind and that it has the authority to execute this
Agreement and that the Partnership may rely on this Agreement and any documents
executed by Valley Creek Capital, LLC or Global Capital Management, Inc., as the
attorney-in-fact for the undersigned, which is necessary or convenient to
carrying out all matters contemplated by this Agreement.
<PAGE>
4. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned's tax identification number or
social security number set forth below is true and correct.

5. The undersigned (or the nominee of the undersigned) hereby certifies
under penalty of perjury that it is not subject to backup withholding either
because the undersigned has not been notified by the Internal Revenue Service
(the "IRS") that the undersigned is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified the
undersigned that the undersigned is no longer subject to backup withholding.

6. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations). The undersigned 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.

7. The undersigned hereby represents and warrants that either (a) the
undersigned is not a plan subject to Title 1 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. Section 2510-3-101 of any such plan; or
(b) the tender and acceptance of BACs pursuant to the Offer will not result in a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.

8. / / Yes / / No

I have possession of the certificates evidencing ownership of the BACs and
am sending them to Valley Creek Capital, LLC with this Agreement.

<TABLE>
<S> <C> <C>
- ---------------------------------- ---------------------------------- ----------------------------------
IRA/Pension/Custodial Account # or Printed Name of BAC Holder Signature of BAC Holder
Tax Identification #

- ---------------------------------- ---------------------------------- ----------------------------------
Social Security or Tax ID # Printed Name of Joint BAC Holder Signature of Joint BAC Holder, if
(or IRA/Pension/Custodian Name) any (or IRA/Pension/Custodian
Signature)

- ---------------------------------- ----------------------------------
Telephone Number Today's Date

- ----------------------------------
No. of BACs Sold and Transferred MEDALLION GUARANTEE FOR BAC HOLDER MEDALLION GUARANTEE FOR BAC
CUSTODIAN
/ / Less than 100% of BACs sold and
transferred (check box if applicable)

- ----------------------------------
Date MEDALLION GUARANTEE FOR HOLDER

Agreed to and Accepted

Valley Creek Capital, LLC
By: Its Manager
Global Capital Management, Inc.

By:
- ---------------------------------
</TABLE>
<PAGE>
INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND SALE

PLEASE CAREFULLY PROVIDE THE FOLLOWING INFORMATION:
1. Sign and Date Agreement;
2. Have all signatures MEDALLION GUARANTEED. A medallion guarantee can be
obtained through your broker or local financial institution. You may want to
call ahead to confirm that the particular location has the medallion
guarantee. Please remember, a medallion guarantee is not a notary;
3. Provide your social security or tax identification number;
4. INDICATE THE NUMBER OF BACS YOU WANT TO SELL AND TRANSFER;
5. Date the Agreement;
6. Provide a telephone number where you can be reached; and
7. RETURN THE AGREEMENT AND YOUR BAC CERTIFICATES BY PLACING THEM IN THE
ENVELOPE PROVIDED AND SENDING THEM CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
IF YOU DO NOT HAVE POSSESSION OF YOUR BAC CERTIFICATES, PLEASE ENCLOSE A
SIGNED LETTER INDICATING YOU NO LONGER HAVE THEM.

IN ADDITION TO THE INFORMATION REQUESTED IN ITEMS 1 TO 7 ABOVE:

IF YOU OWN THE BACS JOINTLY WITH ANOTHER INDIVIDUAL:

Please have both owners sign the Agreement; both signatures must be Medallion
Guaranteed. If spouse is deceased, please enclose a certified copy of the Death
Certificate along with a Letter Testamentary or Will showing your beneficial
ownership or executor capacity.

IF YOU OWN THE BACS IN YOUR IRA:

Please provide the name of your custodian and your IRA account number. This
information will be used solely by your custodian (the financial institution
with custody of your account) to make certain that the purchase proceeds are
properly deposited in your account. If your BACs are held in an IRA account, in
addition to your signature, the custodian's signature is required on the
Agreement of Transfer and Sale. We will obtain this required signature for you.

IF THE BACS ARE OWNED IN A TRUST, PROFIT SHARING OR PENSION PLAN:

Attach the first and last pages, as well as the section of the Trust Agreement
showing that the signer has authority to sign the Agreement on behalf of the
Trust or Plan.

IF THE BACS ARE OWNED IN A CORPORATION:

Attach an original corporate resolution showing that the signer has the
authority to sign the Agreement on behalf of the corporation.

MAIL TO:

Valley Creek Capital, LLC
c/o MAVRICC Management Systems, Inc.
Post Office Box 7090
Troy, Michigan 48007-7090
1-888-292-4264

<PAGE>
VALLEY CREEK CAPITAL, LLC

C/O MAVRICC MANAGEMENT SYSTEMS, INC.

POST OFFICE BOX 7090

TROY, MICHIGAN 48007-7090

APRIL 17, 1998

To Holders of Series 9 Beneficial Assignee Certificates
of Boston Capital Tax Credit Fund II Limited Partnership

Dear BAC Holder:

We are pleased to enclose with this letter the offer (the "Offer") by Valley
Creek Capital, LLC (the "Purchaser") to pay $2.00 for each series 9 beneficial
assignee certificate ("BAC") evidencing the beneficial interest of an assignee
in the series 9 limited partnership interests of Boston Capital Tax Credit Fund
II Limited Partnership, a Delaware limited partnership (the "Partnership"), less
the amount per BAC of cash distributions declared or paid, including any cash
returns of capital made or declared with respect to each BAC between March 1,
1998 and the close of business, Eastern Time on May 18, 1998 (the "Purchase
Price"). The Purchase Price will be automatically reduced by $.12 per BAC for
each month (or part of a month) between May 31, 1998 and the date of transfer of
the BACs after May 31, 1998 in recognition of the reduction of allocable tax
credits to the Purchaser after May 31, 1998. The Offer is for up to 413,000
BACs, representing approximately 9.9% of the BACs outstanding on the date of the
Offer. If more than 413,000 BACs are tendered, BACs will be accepted on a pro
rata basis.

THE PURCHASER IS NOT AN AFFILIATE OF THE GENERAL PARTNER OF THE PARTNERSHIP

The Purchaser is making this Offer because it believes that the BACs
represent an attractive investment at the price offered based upon, in part, the
expected remaining tax credits and tax losses. There can be no assurance,
however, that the Purchaser's judgment is correct, and, as a result, ownership
of a BAC (either by the Purchaser or BAC Holders who retain their BACs) will
remain a speculative investment. The Purchaser is acquiring the BACs for
investment purposes and does not intend to make any effort to change current
management or the operations of the Partnership. The Purchaser has no current
plans for any extraordinary transaction involving the Partnership.

We encourage you to consider the following factors:

- BAC Holders who have a present or future need for tax credits and/or tax
losses from the BACs may prefer to retain their BACs and not tender them
pursuant to the Offer, or any other tender offer. BAC Holders who tender
their BACs will be giving up the opportunity to participate in any future
potential benefits represented by ownership the of BACs, including, for
example, the right to participate in any future distribution of cash or
property, whether from operations, the proceeds of a sale of the
Partnership's assets or in connection with any future liquidation of the
Partnership. However, there is no guarantee of future results of the
Partnership and investment in the Partnership.

- The tax consequences of the Offer to a particular BAC Holder may be
different from those of other BAC Holders and we urge you to consult your
own tax advisors in connection with the Offer.

- BAC Holders should note that the most recent reported trading activity in
the BACs occurred in January 1998. The selling price for BACs reported in
the limited and sporadic secondary market during the two-month period
ended January 31, 1998 was $4.53 encompassing two trades and 3,000 BACs
(as reported by Partnership Spectrum, an industry publication). Such
secondary market selling prices, however, do not take into account
commissions charged by secondary market makers
<PAGE>
effectuating such sales which the Purchaser believes, based on a typical
1,000 BAC sales transaction, range from 5% to 8% of the sales proceeds
(which would result in a reduction of the net proceeds to the seller of
approximately $.23 to approximately $.36 per BAC). Additionally, because a
BAC is less valuable with the passage of time since fewer Tax Credits
remain, the Purchaser believes the price per BAC should be reduced by
approximately $.12 for each passing month, or a total of approximately
$.48 per BAC from January 31, 1998 to May 31, 1998.

- The Purchaser is making the Offer with a view towards making a profit.
Accordingly, there may be a conflict between the desire of the Purchaser
to acquire the BACs at a low price and the desire of the BAC Holders to
sell the BACs at a high price. No independent person has been retained to
evaluate or render any opinion with respect to the fairness of the $2.00
Purchase Price and no representation is made as to such fairness. Other
measures of value may be relevant to a BAC Holder and all BAC Holders are
urged to carefully consider all of the information contained in the Offer
to Purchase and Agreement of Transfer and Sale and to consult with their
own advisors (tax, financial or otherwise) in evaluating the terms of the
Offer before deciding whether to tender their BACs.

BAC Holders may no longer wish to continue with their investment in the
Partnership and might consider accepting the Offer for one or more of the
following reasons:

- Acceptance of the Offer will eliminate any future risk to the selling BAC
Holder from recapture of tax credits received, since such risk will be
borne by the Purchaser.

- The Offer provides BAC Holders with the opportunity to liquidate their
BACs and to reinvest the proceeds in other investments should they desire
to do so.

- To date the Partnership has made no distributions of net cash flow to BAC
Holders.

- The Offer may be attractive for BAC Holders whose circumstances have
changed such that anticipated future allocation tax credits and tax losses
may no longer be beneficial to them.

2
<PAGE>
- General disenchantment with real estate investments and with long-term
investments in limited partnerships because of, among other things, their
illiquidity.

Except as indicated above, no other action on your part is required. This
Offer will expire at 12:00 midnight, Eastern Time, on May 18, 1998, unless
extended.

If you have any questions or need assistance in completing the Agreement of
Transfer and Sale, please call the Depositary at 1-888-292-4264.

Very truly yours,

Valley Creek Capital, LLC

<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
AND THE RELATED AGREEMENT OF TRANSFER AND SALE AND IS NOT BEING MADE (NOR WILL
TENDERS BE ACCEPTED FROM) HOLDERS OF BACS IN ANY JURISDICTION WHICH THE OFFER OR
THE ACCEPTANCE THEREOF WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF
SUCH JURISDICTION; IN THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 413,000 SERIES 9 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 offering to purchase for cash up to 413,000 BACs held by the
BAC Holders of the Partnership (the "BAC Holders") at $2.00 per BAC upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase and in the related Agreement of Transfer and Sale (which together
constitute the "Offer" and the "Tender Offer Documents").

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
TUESDAY, MAY 18, 1998, UNLESS THE OFFER IS EXTENDED.

Funding for the purchase of the BACs will be provided through the
Purchaser's existing working capital.

The Offer will expire at 12:00 midnight, Eastern Time on May 18, 1998, and
unless and until the Purchaser, in its sole discretion, shall have extended the
period of time for which the Offer is open (such date and time, as extended the
"Expiration Date").

If the Purchaser makes a material change in the terms of the Offer, or if
they waive a material condition to the Offer, the Purchaser will extend the
Offer and disseminate additional tender offer materials to the extent required
by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which an offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought will depend
upon the facts and circumstances including the materiality of the change with
respect to a change in price or, subject to certain limitations, a change in the
percentage of securities sought. A minimum of ten business days from the date of
such change is generally required to allow for adequate dissemination to BAC
Holders. Accordingly, if prior to the Expiration Date, the Purchaser increases
(other than increases of not more than two percent of the outstanding BACs) or
decreases the number of BACs being sought, or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
the date that notice of such increase or decrease is first published, sent or
given to BAC Holders, the Offer will be extended at least until the expiration
of such tenth business day. For purposes of the Offer, a "business day" means
any day other than a Saturday, Sunday or federal holiday and consists of the
time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

In all cases payment for the BACs purchased pursuant to the Offer will be
made only after timely receipt of the Agreement of Transfer and Sale, properly
completed and duly executed, with any required signature guarantees, and any
other documents required by such Agreement of Transfer and Sale.

Tenders of BACs made pursuant to the Offer are irrevocable, except that BAC
Holders who tender their BACs in response to the Offer will have the right to
withdraw their tendered BACs at any time prior to the Expiration Date by sending
a written notice of withdrawal to the Purchaser specifying the name of the
person who tendered the BACs to be withdrawn. In addition, tendered BACs may be
withdrawn at any time after June 16, 1998, unless the tender has theretofore
been accepted for payment as provided above.

If tendering BAC Holders tender more than the number of BACs that the
Purchaser seeks to purchase pursuant to the Offer, the Purchaser will take into
account the number of BACs so tendered and take up and pay for as nearly as may
be pro rata, disregarding fractions, according to the number of BACs tendered by
each tendering BAC Holder during the period during which the Offer remains open.

The terms of the Offer are more fully set forth in the formal Tender Offer
Documents which are available from the Purchaser. The Offer contains terms and
conditions and the information required by Rule 14d-6(e)(l)(vii) under the
Exchange Act which are incorporated herein by reference.

THE TENDER OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE TENDER
OFFER DOCUMENTS MAY BE OBTAINED BY WRITTEN REQUEST AS SET FORTH BELOW.

The Tender Offer Documents and, if required, other relevant materials will
be mailed to record holders of BACs or persons who are listed as participants in
a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of BACs.

FOR COPIES OF THE TENDER OFFER DOCUMENTS CALL THE DEPOSITARY TOLL FREE AT
1-888-292-4264 OR MAKE A WRITTEN REQUEST ADDRESSED TO VALLEY CREEK CAPITAL, LLC,
C/O MAVRICC MANAGEMENT SYSTEMS, INC., POST OFFICE BOX 7090, TROY, MICHIGAN
48007-7090.

April 17, 1998