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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INDEPENDENCE TAX CREDIT PLUS L.P.
(Name of Subject Company)
LEHIGH TAX CREDIT PARTNERS L.L.C.
(Bidder)
BENEFICIAL ASSIGNMENT CERTIFICATES
(Title of Class of Securities)
453780 10 8
(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
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$14,013,810 $2,802.77
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 19,197 Beneficial Assignment Certificates (representing
assignments of limited partnership interests) ("BACs") of the subject company
for $730 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: $2,802.77
Form or Registration No.: Schedule 14D-1
Filing Party: Lehigh Tax Credit Partners L.L.C.
Date Filed: May 30, 1997
(Continued on following pages)
(Page 1 of 6 pages)
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CUSIP No.: 453780 10 8 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
121 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
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CUSIP No.: 453780 10 8 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
121 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
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on May 30, 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
19,197 issued and outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests ("Limited Partnership
Interests") in Independence 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 June 30, 1997, copies of which are attached hereto as Exhibits
(a)(5) and (a)(6), respectively, is incorporated herein in its entirety by
reference.
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 June 30, 1997, from Lehigh Tax Credit
Partners L.L.C. to the holders of BACs.
(a)(6) Press Release dated June 30, 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: June 30, 1997
LEHIGH TAX CREDIT PARTNERS L.L.C.
By: Lehigh Tax Credit Partners, Inc., its managing
member
By: /s/ Alan P. Hirmes
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Name: Alan P. Hirmes
Title: Vice President
LEHIGH TAX CREDIT PARTNERS, INC.
By: /s/ Alan P. Hirmes
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Name: Alan P. Hirmes
Title: Vice President
5
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EXHIBIT INDEX
EXHIBIT
NO. TITLE
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(a)(5) Letter, dated June 30, 1997, from Lehigh Tax Credit Partners
L.L.C. to the holders of BACs.
(a)(6) Press Release dated June 30, 1997.
6
Exhibit (a)(5)
LEHIGH TAX CREDIT PARTNERS L.L.C.
625 Madison Avenue
New York, New York 10022
June 30, 1997
OFFER EXTENDED TO FRIDAY, JULY 25, 1997
To BACs holders in Independence 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
19,197 of the outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests of Independence Tax
Credit Plus L.P. (the "Partnership") for a cash purchase price of $730 per BAC,
net to the seller in cash, upon the terms and subject to the conditions in the
Offer to Purchase, dated May 30, 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 JULY 25, 1997. All other
terms and conditions of the Offer remain unchanged. IF YOU HAVE ALREADY TENDERED
YOUR BACs PURSUANT TO THE OFFER, NO FURTHER ACTION IS REQUIRED.
The Purchaser believes that the projected aggregate per BAC
benefit from the Offer, together with the benefits received since 1991, total
approximately $1,862. Such benefits include $730 (the Purchase Price) plus $593
(representing the Tax Credits allocated through June 30, 1997) plus
approximately $62 (representing the tax savings attributable to the use of the
capital loss of $222 described below, assuming a tax rate of 28%) plus
approximately $488 (representing the assumed return on the reinvestment of the
Purchase Price at 5% for 10.5 years) less approximately $11 (representing a
recapture of Historic Tax Credits). The projected benefit of $1,862 assumes the
BACs holder acquired the BACs pursuant to the original offering and such BACs
holder did not utilize any passive losses. The projected benefit may be more or
less depending on, among other things, a tendering BACs holder's tax rate and
the return a tendering BACs holder may earn when investing the Purchase Price.
The Purchaser believes that such aggregate projected benefit
compares favorably with the potential benefits to a BACs holder who remains in
the Partnership, continuing to receive Tax Credits, and assuming a return of the
present value of the original investment of $1,000 as, and if, the Partnership's
28 properties are sold for amounts in excess of the then existing indebtedness
and other liabilities. The aggregate of such potential benefits would be
approximately $1,841, which include $593 (the Tax Credits allocated through June
30, 1997) plus $820 (the present value at 5% of the remaining Tax Credits to be
allocated over the remaining compliance period) plus approximately $428 (the
present value at 5% of a BACs holder's original $1,000 investment, returned
ratably over the 4 years following the end of the compliance period). There can,
however, be no guarantee that these benefits will be realized. Neither the
General Partner of the Partnership, nor the Purchaser, is making any
representation, and there can be no assurance, that any or all of the properties
of the Partnership will be sold and, if sold, will result in distributable cash
sufficient to return any of a BACs holder's original investment.
<PAGE>
As stated in the Offer to Purchase, the possible tax consequences to
tendering BACs holders include:
Tendering BACs holders who have not utilized passive losses: A
BACs holder who sells his or her BACs pursuant to this Offer will
receive $730 of proceeds per BAC that may result in a taxable gain,
which gain could be sheltered by unused passive losses. In the case of
an individual BACs holder who acquired BACs pursuant to the original
offering of BACs by the Partnership and who has not utilized the
passive losses from the Partnership to offset current passive income,
the ability to use unapplied passive losses from the Partnership should
offset any gain recognized on a sale of those BACs, so that the BACs
holder would not be required to make a federal tax payment. In
addition, if an individual sells all of his or her BACs, unused passive
losses of up to approximately $222 per BAC may be available to offset
other capital gains of such BACs holder.
Tendering BACs holders who have utilized passive losses: An
individual BACs holder who acquired BACs pursuant to the original
offering of BACs by the Partnership and has utilized all of his passive
losses (therefore not being able to shelter any gain from the sale of
BACs) is expected to recognize a taxable gain of approximately $117 per
BAC.
YOU SHOULD CONSULT WITH YOUR ADVISORS ABOUT THE FINANCIAL,
TAX, LEGAL AND OTHER IMPLICATIONS TO YOU OF ACCEPTING THE OFFER.
If you need additional information regarding the Offer, please
do not hesitate to call The Herman Group, Inc. at (800) 243-6107. If you need
assistance in tendering your BACs, please do not hesitate to call Denise
Bernstein, c/o Related Capital Company, at (800) 600-6422 (ext. 2030).
LEHIGH TAX CREDIT PARTNERS L.L.C.
Exhibit (a)(6)
FOR IMMEDIATE RELEASE
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Contact: The Herman Group, Inc.
800-243-6107
Attention: Sherri Herman
LEHIGH TAX CREDIT PARTNERS EXTENDS OFFER
NEW YORK, NEW YORK (June 30, 1997) -- LEHIGH TAX CREDIT PARTNERS L.L.C.
has announced that its offer to purchase Beneficial Assignment Certificates
("BACs") of Independence Tax Credit Plus L.P. (the "Partnership") for $730 per
BAC has been extended and is now scheduled to expire at 12:00 midnight, New York
City time, on July 25, 1997. As of the close of business on June 27, 1997,
5,250.5 BACs had been tendered to Lehigh Tax Partners and not withdrawn.
For additional information, contact The Herman Group, Inc., the
Information Agent for the Offer by Lehigh Tax Credit Partners, at 800-243-6107.
