SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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FREEDOM TAX CREDIT PLUS L.P.
(Name of Subject Company)
LEHIGH TAX CREDIT PARTNERS L.L.C.
LEHIGH TAX CREDIT PARTNERS, INC.
(Bidders)
BENEFICIAL ASSIGNMENT CERTIFICATES
(Title of Class of Securities)
35644P 10 2
(CUSIP Number of Class of Securities)
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J. Michael Fried
c/o Related Capital Company
625 Madison Avenue
New York, NY 10022
(212) 421-5333
Copy to:
Peter M. Fass
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
(Name, Address and Telephone Numbers of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
--------- ----------
$9,658,720 $1,931.75
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 18,224 Beneficial Assignment Certificates (representing
assignments of limited partnership interests) ("BACs") of the subject company
for $530 per BAC in cash.
{x} Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and date of its filing.
Amount Previously Paid: $1,931.75
Form or Registration No.: Schedule 14D-1
Filing Party: Lehigh Tax Credit Partners L.L.C.
Date Filed: August 27, 1997
(Continued on following pages)
(Page 1 of 6 pages)
<PAGE>
CUSIP No.: 35644P 10 2 14D-1 Page 2 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
189 Beneficial Assignment Certificates (representing assignments of
limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No.: 35644P 10 2 14D-1 Page 3 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS, INC.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
189 Beneficial Assignment Certificates (representing assignments of
limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
CO
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on August 27, 1997 by
Lehigh Tax Credit Partners L.L.C., a Delaware limited liability company (the
"Purchaser"), relating to the tender offer by the Purchaser to purchase up to
18,224 issued and outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests ("Limited Partnership
Interests") in Freedom Tax Credit Plus L.P., a Delaware limited partnership (the
"Partnership"), to include the information set forth below. Terms not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 14D-1
and the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to BACs holders and the press
release dated September 26, 1997, copies of which are attached hereto as
Exhibits (a)(5) and (a)(6), respectively, is incorporated herein in its entirety
by reference and amends certain terms and conditions in the Offer to Purchase.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
(a)(5) Letter, dated September 26, 1997, from Lehigh Tax
Credit Partners L.L.C. to the holders of BACs.
(a)(6) Press Release dated September 26, 1997.
4
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: September 26, 1997
LEHIGH TAX CREDIT PARTNERS L.L.C.
By: Lehigh Tax Credit Partners, Inc., its managing
member
By: /s/ Alan P. Hirmes
--------------------
Name: Alan P. Hirmes
Title: Vice President
LEHIGH TAX CREDIT PARTNERS, INC.
By: /s/ Alan P. Hirmes
--------------------
Name: Alan P. Hirmes
Title: Vice President
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. TITLE
- ------ -----
(a)(5) Letter, dated September 26, 1997, from
Lehigh Tax Credit Partners L.L.C. to the
holders of BACs.
(a)(6) Press Release dated September 26, 1997.
6
LEHIGH TAX CREDIT PARTNERS L.L.C.
625 Madison Avenue
New York, New York 10022
September 26, 1997
OFFER TO PURCHASE EXTENDED TO FRIDAY, OCTOBER 24, 1997
$530 PER BAC
To BACs holders in Freedom Tax Credit Plus L.P.:
Lehigh Tax Credit Partners L.L.C., a Delaware limited
liability company (the "Purchaser"), has extended its offer to purchase up to
18,224 of the outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests of Freedom Tax Credit
Plus L.P. (the "Partnership") for a cash purchase price of $530 per BAC, net to
the seller in cash, upon the terms and subject to the conditions in the Offer to
Purchase, dated August 27, 1997, and the related Letter of Transmittal (which
together constitute the "Offer"). UNLESS EXTENDED BY THE PURCHASER, THE OFFER
WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 24, 1997. Except as
described herein, all other terms and conditions of the Offer remain unchanged.
If you have already tendered your BACs pursuant to the Offer,
we appreciate your participation and no further action is required.
If you have not already tendered and wish to do so now, please
complete the enclosed Letter of Transmittal and forward it to The Herman Group
in the business reply envelope provided.
Certain historical and factual statements and information
contained in the Offer to Purchase pertaining to the Partnership (such as
information with respect to the properties or financial statements of the
Partnership) were taken directly from statements and information included in the
Partnership's publicly filed reports and documents. The Purchaser did not
prepare any such information and makes no representation as to the accuracy or
completeness of such statements or information.
This letter shall be deemed to amend the Offer to Purchase.
Should you have any questions, Please contact The Herman Group, Inc. at
(800) 555-2649. Informed and courteous agents are available to assist you.
LEHIGH TAX CREDIT PARTNERS L.L.C.
FOR IMMEDIATE RELEASE
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Contact: The Herman Group, Inc.
800-555-2649
Attention: Sherri Herman
LEHIGH TAX CREDIT PARTNERS EXTENDS OFFER
NEW YORK, NEW YORK (September 26, 1997) -- LEHIGH TAX CREDIT PARTNERS
L.L.C. has announced that its offer to purchase Beneficial Assignment
Certificates ("BACs") of Freedom Tax Credit Plus L.P. (the "Partnership") for
$530 per BAC has been extended and is now scheduled to expire at 12:00 midnight,
New York City time, on October 24, 1997. As of the close of business on
September 25, 1997, 7,201.167 BACs had been tendered to Lehigh Tax Credit
Partners and not withdrawn.
For additional information, contact The Herman Group, Inc., the
Information Agent/Depositary for the Offer by Lehigh Tax Credit Partners, at
800-555-2649.
