<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
-----------------
BOSTON CAPITAL TAX CREDIT FUND III L.P.
(NAME OF SUBJECT COMPANY)
VALLEY CREEK CAPITAL, LLC
A DELAWARE LIMITED LIABILITY COMPANY
GLOBAL CAPITAL MANAGEMENT, INC.,
A DELAWARE CORPORATION
(BIDDER)
SERIES 15 BENEFICIAL ASSIGNEE CERTIFICATES
(TITLE OF CLASS OF SECURITIES)
100567 40 3
(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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,915,000 $383
- -------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 383,000 BACS AT $5.00 PER BAC NET IN CASH.
THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH REGULATION
0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50
OF ONE PERCENT OF THE VALUE OF BACS ASSUMED TO BE PURCHASED.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-
11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PAGE 1 OF 8
<PAGE>
<TABLE>
<CAPTION>
- ---------------------- -----------------
CUSIP NO. 100567 40 3 Page 2 of 8 Pages
- ---------------------- -----------------
<S> <C>
- ----------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------
</TABLE>
PAGE 2 OF 8
<PAGE>
<TABLE>
<CAPTION>
- ---------------------- -----------------
CUSIP NO. 100567 40 3 Page 3 of 8 Pages
- ---------------------- -----------------
<S> <C>
- ----------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------
</TABLE>
PAGE 3 OF 8
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed by Valley Creek Capital, LLC, a Delaware limited liability company (the
"Purchaser") and Global Capital Management Inc., a Delaware corporation, with
the Securities and Exchange Commission on April 3, 1998, relating to the
tender offer by the Purchaser to purchase up to 383,000 beneficial assignee
certificates ("BACs") evidencing the beneficial interest of an assignee in
the series 15 limited partnership interests of Boston Capital Tax Credit Fund
III, L.P., a Delaware limited partnership, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated April 3, 1998
and the related Agreement of Transfer and Sale 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 1. SECURITY AND SUBJECT COMPANY
The information set forth in the "Introduction" of the Offer to Purchase
as supplemented and amended 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, Schedule 2 and Schedule 3 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 and Schedule 2 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 and Schedule 2 to the Offer
to Purchase is incorporated herein by this reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) Not applicable.
(b) 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.
PAGE 4 OF 8
<PAGE>
ITEM 4. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) 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" and Section 7
("Purpose and Effects of the Offer") of the Offer to Purchase are
incorporated herein by reference.
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
The information set forth in Section 11 ("Certain Information Concerning
the Purchaser") and Schedule 2 to the Offer to Repurchase are incorporated
herein by this reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 11 ("Certain Information Concerning
the Purchaser") and Schedule 3 of the Offer to Purchase are incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
(a)(5) - Supplement to Offer to Purchase, dated May 12, 1998
(a)(6) - Cover Letter, dated May 12, 1998 from Purchaser to BAC Holders
(a)(7) - Press Release dated May 5, 1998
(a)(8) - Publication dated May 5, 1998
(b) - Not applicable.
(c)(1) - Option Agreement between Purchaser and Everest Tax Credit
Investors, LLC
PAGE 5 OF 8
<PAGE>
and Everest Properties II, LLC
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
</TABLE>
PAGE 6 OF 8
<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.
Dated: May 12, 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
PAGE 7 OF 8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
----------- ----------- ------------
<S> <C> <C>
(a)(5)- Supplement to Offer to Purchase, dated
May 12, 1998
(a)(6)- Cover Letter, dated May 12, 1998 from
Purchaser to BAC Holders
(a)(7)- Press Release dated May 5, 1998
(a))8)- Publication dated May 5, 1998
(b)- Not applicable
(c) - (1) Option Agreement between Purchaser and
Everest Tax Credit Investors, LLC and
Everest Properties II, LLC
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
</TABLE>
PAGE 8 OF 8
<PAGE>
SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
SERIES 15 BENEFICIAL ASSIGNEE CERTIFICATES
OF
BOSTON CAPITAL TAX CREDIT FUND III L.P.
AT
$5.00 NET PER BAC
BY
VALLEY CREEK CAPITAL, LLC
-------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, ON JUNE 5, 1998,
UNLESS THE OFFER IS EXTENDED.
-------------------------------------------------------------------
The Purchaser hereby supplements and amends its offer to purchase up to
383,000 of the beneficial assignee certificates ("BACs") evidencing the
beneficial interest of an assignee in the Series 15 limited partnership
interest of Boston Capital Tax Credit Fund III L.P., a Delaware limited
partnership upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 3, 1998, this Supplement and the related
Agreement of Transfer and Sale, as each may be amended from time to time.
Capitalized terms used but not otherwise defined in this Supplement shall
have the meanings ascribed to them in the Offer to Purchase.
FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE PLEASE CALL:
Mavricc Management Systems, Inc.
1-888-292-4264
May 12, 1998
-1-
<PAGE>
To the Holders of Series 15 Beneficial Assignee Certificates
of Boston Capital Tax Credit Fund III L. P.
INTRODUCTION
The Introduction to the Offer to Purchase is supplemented and amended to
add the following paragraphs after the second paragraph on page 2 of the
Introduction.
- BAC Holders might receive greater value if they hold their BACs,
rather than tender their BACs to Purchaser, in that they will continue
to be allocated the tax credits and tax losses, and receive any
distributions from operations, and any proceeds, if any, from the
liquidation of the Partnership. Although there is no assurance as to
whether tax credits or tax losses will continue to be available,
Purchaser estimates that there will be approximately $7.15 of the tax
credits allocated to BACs from the period May 31, 1998 through the
life of the Partnership. The Purchaser has no estimate of the tax
losses that may be available from the period May 31, 1998 through the
life of the Partnership.
- The Partnership, in its most recent Annual Report on Form 10-K filed
with the Commission, stated that "the Fund's investment objectives do
not include receipt of significant cash distributions from the
Operating Partnerships in which it has invested or intends to invest.
The Fund's investments in Operating Partnerships have been and will be
made principally with a view towards realization of Federal Housing
Tax Credits for allocation to its partners and BAC Holders."
- A sale of BACs pursuant to the Offer will be a taxable disposition of
such BACs under the federal income tax laws. Among other tax
consequences, a BAC Holder may have to "recapture" a portion of the
federal housing tax credits and rehabilitation tax credits previously
utilized with respect to such BACs. SINCE THE TAX CONSEQUENCES TO
EACH BAC HOLDER WILL BE DIFFERENT, EACH BAC HOLDER SHOULD CONSULT HIS
OR HER TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF SUCH BAC
HOLDER.
SECTION 1. TERMS OF THE OFFER.
Section 1 of the Offer to Purchase is hereby supplemented and amended to
restate the second sentence of the first paragraph of Section 1 to read as
follows:
The term "Expiration Date" shall mean 12:00 midnight, Eastern Time, on
June 5, 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.
-2-
<PAGE>
SECTION 7. PURPOSE AND EFFECTS OF THE OFFER.
Section 7 of the Offer to Purchase is hereby supplemented and amended to
add the following paragraphs after the third paragraph of Section 7.
The Purchaser in establishing the Purchase Price estimated that the
remaining tax credits available to a BAC Holder from May 31, 1998 through the
life of the Partnership were approximately $7.15 per BAC. Using a discount
factor of 11.8% the Purchaser determined the value of the BACs to be $5.00
which is equal to the Purchase Price.
The Purchaser did NOT consider the liquidation value, net asset value or
estimated present value of the Partnership of the operating partnerships in
which the Partnership has an interest in determining the Purchase Price.
Because of their sporadic nature, the recent trading prices of the
Partnership were not considered in determining the Purchase Price.
The Purchaser believes a selling BAC Holder will receive the following
benefits based on the assumptions set forth below.*
<TABLE>
<S> <C>
Seller's Tax Credits Earned through 5/31/98 $ 7.56
Cash From Sale $ 5.00
------
Benefits to Seller $12.56
</TABLE>
*For purposes of calculating benefits, the above example assumes:
1) a sale date of 5/31/98 and 2) the Seller purchased the BAC at
formation of the Partnership and that no other purchase or sale
of the BAC has taken place before 5/31/98.
PLEASE NOTE, HOWEVER, THAT THE FINANCIAL AND TAX CONSEQUENCES FOR EACH BAC
HOLDER WILL BE DIFFERENT. WE URGE YOU TO READ THE ENCLOSED SUPPLEMENT
INFORMATION CAREFULLY AND CONSULT WITH YOUR FINANCIAL AND TAX ADVISORS IN
CONNECTION WITH THE OFFER.
The Purchaser did not consider any potential benefits to BAC Holders who
continue to hold their BACs, since it has no way of determining such
potential benefits.
SECTION 9. PAST CONTACTS AND NEGOTIATIONS WITH GENERAL PARTNER.
Section 9 of the Offer to Purchase is hereby supplemented and amended to
add the following sentence at the end of the third paragraph of Section 9:
The Partnership forwarded pro forma K-1s for the year ended December 31,
1997 to Purchaser on May 1, 1998. Such pro forma K-1s evidenced that for
each 1,000 BACs purchased at the original issue price, a BAC Holder would
have a capital account or $4,216.42 and have received tax credits of
$1,468.85. THE PRO FORMA K-1S ARE FOR A HYPOTHETICAL 1,000 BAC HOLDER. EACH
BAC HOLDER SHOULD REFER TO THE ACTUAL K-1
-3-
<PAGE>
THE BAC HOLDER RECEIVED FROM THE PARTNERSHIP FOR SUCH BAC HOLDER'S ACTUAL
CAPITAL ACCOUNT AND TAX CREDITS RECEIVED.
SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER.
Section 11 of the Offer to Purchase is supplemented and amended to add
the following paragraphs after the third paragraph of Section 11:
The Purchaser has commenced other tender offers for the securities of
affiliated partnerships of the Partnership and may commence additional tender
offers in the future. In connection with a tender offer commenced on April
10, 1998 by the Purchaser and settlement of matters related to such tender
offer, the Purchaser has entered into an agreement with Everest Tax Credit
Investors, LLC and Everest Properties II, LLC (collectively hereinafter
referred to as "Everest") dated as of April 29, 1998 (the "Everest
Agreement"), a copy of which has been filed as Exhibit (c)-(1) to the
Purchaser's Amendment No. 1 to its tender offer statement on Schedule 14D-1
filed with the Commission on May 12, 1998. Pursuant to the Everest
Agreement, the Purchaser granted Everest, among other things, an option to
purchase up to 25% of the BACs tendered in the Offer on the same terms and
conditions as the Purchaser's purchase of the BACs (the "Everest Option").
Everest Tax Credit Investors, LLC is a California limited liability
company that was formed in 1997. The Manager of Everest Tax Credit
Investors, LLC is Everest Properties II, LLC, a California limited liability
company, which manages its affairs. Their principal offices are located at
199 South Los Robles Avenue, Suite 440, Pasadena, California 91101. For
certain information concerning the executive officers and directors of
Everest, see Schedule 2 to this Supplement. The inclusion of information
concerning Everest does not constitute any acknowledgment or agreement that
Everest is a co-bidder in the Offer.
Neither Everest nor any executive officer or director of Everest has,
during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) been a party to
a civil proceeding in a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 a
finding of any violation of such laws. Except as otherwise set forth in this
Supplement or elsewhere in the Offer to Purchase: (i) Everest does not
beneficially own or have a right to acquire, and, to the best knowledge of
Everest, no associate or majority-owned subsidiary of Everest or the persons
listed in Schedule 2 to this Supplement, beneficially owns or has a right to
acquire any BACs; (ii) Everest does not have, and, to the best knowledge of
Everest, neither the persons and entities referred to in clause (i) above nor
any of their executive officers, directors or subsidiaries has, effected any
transaction in the BACs within the past 60 days; (iii) Everest does not have,
and, to the best knowledge of Everest, none of the persons listed in Schedule
2 to this Supplement has, any contract, arrangement, understanding or
relationship with any other person with respect to any BACs, including, but
not limited to, contracts, arrangements, understanding 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; (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 Partnerships or any of
its affiliates
-4-
<PAGE>
and Everest or any of its subsidiaries or, to the best knowledge of Everest,
any of the persons listed in Schedule 2 to this Supplement, on the one hand,
and the Partnership or its affiliates, on the other hand; and (v) there have
been no contracts, negotiations or transactions between the Partnership or
any of its affiliates and Everest or any of its subsidiaries or, to the best
knowledge of Everest, any of the persons listed in Schedule 2 to this
Supplement, 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 BACs, an election of directors or a sale or other
transfer of a material amount of assets.
Attached hereto as Schedule 3 to the Offer is as copy of Purchaser's
unaudited financial statements.
SECTION 12. SOURCE OF FUNDS.
Section 12 of the Offer to Purchase is hereby supplemented and amended
to add the following paragraph after the first paragraph of Section 12.
If Everest exercises the Everest Option for 25% of all the BACs sought
pursuant to the Offer and 383,000 BACs are tendered and accepted for
payment, the Purchaser expects that approximately $478,750 (exclusive of
fees and expenses) of the aggregate Purchase Price would be paid by
Everest. Everest has informed the Purchaser that Everest will obtain all
of such funds from capital contributions by its members.
SECTION 13. CERTAIN CONDITIONS OF THE OFFER.
Section 13 of the Offer to Purchase is supplemented and amended to
restate Section 13 in its entirety.
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 prior to the Expiration Date, 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 prior to the Expiration
Date, 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 prior to the Expiration
Date. 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
-5-
<PAGE>
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 reasonable judgment of
the Purchaser, adversely affecting the Purchaser or the Partnership;
(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 reasonable 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 reasonable 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 reasonable 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 or BACs, (iv) authorized, proposed or announced its
intention to propose
-6-
<PAGE>
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 reasonable
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
reasonable 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.
Valley Creek Capital, LLC
May 12, 1998
-7-
<PAGE>
SCHEDULE 2
EVEREST DIRECTORS AND EXECUTIVE OFFICERS
The business address of each executive officer and director of Everest
Properties II, LLC is 199 South Los Robles Avenue, Suite 440, Pasadena,
California 91101. Each executive officer and director is a United States
citizen. The name and principal occupation or employment of each executive
officer and director of Everest Properties II, LLC are set forth below.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
- ---- -------------------------------------------
<S> <C>
W. Robert Kohorst President of Everest Properties II, LLC from 1996 -
present. President and Director of Everest Properties,
INC. from 1994 - present. President and Director of KH
Financial Inc. from 1991- present.
David I. Lesser Executive Vice President and Secretary of Everest
Properties II, LLC from 1996 - present. Executive Vice
President of Everest Properties, Inc. from 1995 - present.
Principal and member of Feder, Goodman & Schwartz, Inc.
from 1992 - 1996.
</TABLE>
S-2-1
<PAGE>
SCHEDULE 3
FINANCIAL STATEMENTS OF PURCHASER
The following financial statements of Purchaser have not been audited.
In the opinion of the Purchaser, the financial statements present fairly the
financial position of the Purchaser as of May 8, 1998.
VALLEY CREEK CAPITAL, LLC
a Delaware Limited Liability Company
Balance Sheet
May 8, 1998
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Cash and Escrow Accounts $ 6,750.00
Cash - Prime Value Account $9,000,000.00
Securities Owned $ 0.00
Other Receivables/Distributions Receivable $ 0.00
-------------
TOTAL ASSETS $9,006,750.00
-------------
-------------
LIABILITIES AND MEMBER'S
CAPITAL
Liabilities:
Accrued Expenses $ 45,000.00
Other Payables $ 0.00
-------------
TOTAL LIABILITIES $ 45,000.00
Member's Capital: $8,961,750.00
-------------
TOTAL LIABILITIES AND MEMBER'S CAPITAL $9,006,750.00
-------------
-------------
</TABLE>
STATEMENT OF OPERATIONS
May 8, 1998
(Unaudited)
<TABLE>
CURRENT
MONTH YEAR-TO-DATE
-------- -------------
<S> <C> <C>
Revenues $ 0.00 $ 0.00
EXPENSES
Operating Expenses $ 31,350.00 $ 78,730.96
------------ -----------
Net Profit (Loss) $(31,350.00) $(78,730.96)
------------ -----------
------------ -----------
</TABLE>
STATEMENT OF CHANGES IN MEMBER'S CAPITAL
May 8, 1998
(Unaudited)
<TABLE>
<S> <C>
Balance at April 30, 1998 $ (6,900.00)
Capital Contributions, May 1998 $9,000,000.00
Net Loss $ 0.00
Operating Expenses $ (31,350.00)
-------------
Balance at May 8, 1998 $8,961,750.00
-------------
-------------
</TABLE>
S-3-1
<PAGE>
VALLEY CREEK CAPITAL, LLC
C/O MAVRICC MANAGEMENT SYSTEMS
POST OFFICE BOX 7090
TROY, MICHIGAN 48007-7090
MAY 12, 1998
To Holders of Series 15 Beneficial Assignee Certificates
of Boston Capital Tax Credit Fund III L.P.
Dear BAC Holder:
Valley Creek Capital, LLC ( the "Purchaser") is pleased to announce the
extension of its Offer to purchase up to 383,000 beneficial assignee
certificates ("BACs") of Series 15 of Boston Capital Tax Credit Fund III,
L.P. (the "Partnership"). The Purchaser is offering $5.00 per/BAC, net to
the seller in cash, upon the same terms and conditions as the April 3, 1998
Offer to Purchase and the supplement ("Supplement") enclosed herein. Except
as described in the Supplement, all other terms and conditions of the Offer
remain unchanged. UNLESS EXTENDED BY THE PURCHASER, THE OFFER WILL EXPIRE AT
MIDNIGHT, EASTERN TIME, ON JUNE 5, 1998.
In addition to the information previously provided in the Offer and in
the Supplement, we encourage you to consider the following factors:
- Please note that the secondary market prices reported in the limited
and sporadic secondary market may not reflect the actual value of the
BACs in light of the limited trading in such market. According to the
Partnership Spectrum, for a 12-month period ending January 31, 1998,
only 16 trades for a total of 31,400 BACs took place.
- Consider the following potential benefits for each BAC originally
purchased at $10 per BAC:*
<TABLE>
<S> <C>
SELLER'S TAX CREDITS EARNED THROUGH 5/31/98 $ 7.56
CASH FROM SALE $ 5.00
-------
BENEFITS TO SELLER $ 12.56
</TABLE>
*For purposes of calculating benefits, the above example assumes:
1) a sale date of 5/31/98 and 2) the Seller purchased the BAC at
formation of the Partnership and that no other purchase or sale
of the BAC has taken place before 5/31/98.
PLEASE NOTE, HOWEVER, THAT THE FINANCIAL AND TAX CONSEQUENCES FOR
EACH BAC HOLDER WILL BE DIFFERENT. WE URGE YOU TO READ THE ENCLOSED
SUPPLEMENT CAREFULLY AND
-1-
<PAGE>
CONSULT WITH YOUR FINANCIAL AND TAX ADVISORS IN CONNECTION WITH
THE OFFER.
- The Purchaser believes that the $5.00 purchase price is competitive
with the present value of remaining tax credits. The Purchaser
estimates there will be approximately $7.15 of tax credits allocated
to BACs from the Period between May 31, 1998 and the remaining life of
the Partnership. Based on a 11.8% discount rate, for example, the
Purchaser believes the present value of the remaining estimated tax
credits to be worth approximately $5.00 today.
- The Partnership, in its most recent Annual Report on Form 10-K filed
with the Commission, stated that "the Fund's investment objectives do
not include receipt of significant cash distributions from the
Operating Partnerships in which it has invested or intends to invest.
The Fund's investments in Operating Partnerships have been and will be
made principally with a view towards realization of Federal Housing
Tax Credits for allocation to its partners and BAC Holders."
- The Offer provides BAC Holders with an immediate opportunity to
liquidate investment without the usual secondary market commissions
which generally range from 5% to 8% of gross sales proceeds. The
Purchaser will also pay the $150.00 transfer fee charged by the
Partnership to transfer your BACs.
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
Agreement of Transfer and Sale and forward it to the Depositary for the Offer
in the business reply envelope provided.
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
-2-
<PAGE>
FOR IMMEDIATE RELEASE
Contact Erik Dieterle -- (612) 476-7245
VALLEY CREEK CAPITAL, LLC EXTENDS OFFER
Minnetonka, Minnesota (May 5, 1998). Valley Creek Capital, LLC has
announced that its offer to purchase Series 15 Beneficial Assignee
Certificates ("BACs") of Boston Capital Tax Credit Fund III L.P. (the
"Partnership") for $5.00 per BAC has been extended and is now scheduled to
expire at 12 o'clock midnight, Eastern time on May 26, 1998. As of the close
of business on April 30, 1998, 6,000 BACs have been tendered to Valley Creek
Capital, LLC and not withdrawn.
<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 EXTENSION OF OFFER TO PURCHASE FOR CASH
UP TO 383,000 SERIES 15 BENEFICIAL ASSIGNEE CERTIFICATES (THE "BACS")
OF BOSTON CAPITAL TAX CREDIT FUND III L.P. (THE "PARTNERSHIP")
BY VALLEY CREEK CAPITAL, LLC, A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER")
The offer to purchase for cash up to 383,000 BACs held by the BAC Holders of
the Partnership (the "BAC Holders") at $5.00 per BAC has been extended and is
now scheduled to expire at 12:00 midnight, Eastern Time on May 26, 1998, and
unless and until the Purchaser, in its sole discretion, shall have extended
the period of time for which the Offer is open. As of the close of business
on April 30, 1998, 6,000 BACs have been tendered to Purchaser and not
withdrawn.
May 5, 1998
<PAGE>
April 29, 1998
Global Capital Management, Inc.
601 Carlson Parkway, Suite 200
Minnetonka, Minnesota 55305
Attention: Thomas A. Schmidt
Gentlemen:
This letter agreement confirms our mutual agreement to be bound by the
terms of this letter agreement, including the terms and conditions set forth
in Exhibit A annexed hereto and made a part hereof. This agreement is
intended to be legally binding and enforceable upon execution and delivery
hereof.
Each of the parties represents and warrants to the other that (1) it has
the right, power and authority to enter into this letter agreement and
perform its obligations hereunder, (2) upon the execution of this letter
agreement by each of the parties hereto, this letter agreement will
constitute the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms, and (3) no consent or
approval of any third party or governmental agency or authority is required
for such party to execute and deliver this letter agreement or to perform its
obligations hereunder.
Each of the parties hereto agrees that the terms of this letter
agreement are confidential and may not be disclosed by any party hereto,
except as may be required by law and except to the principals and authorized
representatives of the parties hereto without the written consent of all of
the parties. Except as may be required by law, any public announcement
regarding this letter agreement or the transactions contemplated herein may
not be made by any party without the prior consent of all other parties
hereto. If public announcement or disclosure is required by law, the
disclosing party shall use reasonable efforts to consult with the other
party, and obtain the approval of the other party of the announcement and
disclosure to be made.
This letter agreement shall be governed by and interpreted in accordance
with the laws of the State of California, without regard to the conflicts of
law provisions thereof. Nothing herein shall be deemed to grant jurisdiction
to the State of California over any dispute concerning this letter agreement.
This letter agreement may be executed in separate counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.
This letter agreement supersedes any and all prior agreements, written
or oral, by or among any of the parties hereto with respect to the subject
matter hereof and may not be amended or otherwise modified except in writing
signed by all of the parties hereto.
<PAGE>
This letter agreement shall be binding upon the parties hereto and their
respective successors and assigns.
Any party may execute this letter agreement by transmitting a copy of
its signature by facsimile to the other parties. In such event the signing
party shall deliver an original of the signature page to each of the other
parties within one business day of signing and failure to so deliver such
originals shall result in the facsimile copy of that party's signature being
treated as an original.
Very truly yours,
EVEREST TAX CREDIT INVESTORS, LLC
By: Everest Properties II, LLC
Manager
By: /s/David I. Lesser
-----------------------------------------
David I. Lesser, Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/David I. Lesser
-----------------------------------------
David I. Lesser, Executive Vice President
ACCEPTED AND AGREED TO AS
OF THE DATE FIRST ABOVE WRITTEN:
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/Michael J. Frey
-------------------------------
Name: Michael J. Frey
---------------------------
Title: Vice President
---------------------------
VALLEY CREEK CAPITAL, LLC
By: Global Capital Management, Inc.
Manager
By: /s/Michael J. Frey
-------------------------------
Name: Michael J. Frey
---------------------------
Title: Vice President
---------------------------
<PAGE>
EXHIBIT A
OPTION TO PURCHASE SECURITIES
VALLEY TENDER OFFERS
Valley Creek Capital, LLC ("Valley") has commenced and is continuing
tender offers (the "Existing Offers" or the "Tender Offers") to purchase
certain of the issued and outstanding Beneficial Assignment Certificates
("BACs") representing limited partnership interests in Boston Capital Tax
Credit Fund II Limited Partnership, Series 9 and 10, Boston Capital Tax
Credit Fund III Limited Partnership, Series 15, 17 and 19, and Boston Capital
Fund IV Limited Partnership, Series 20, 21, 23, 24 and 25 (collectively, the
"Valley Target Partnerships"). Valley filed Tender Offer Statements on
Schedule 14D-1 (the "Schedules 14D-1") with the Securities and Exchange
Commission (the "Commission") with respect to the Existing Offers, the cover
pages for which are attached hereto as Exhibit A-1. References herein to the
Existing Offers shall include any extensions to the Existing Offers and any
amendments to the Schedules 14D-1, but shall not include any subsequent
tender offers not integrated with the Existing Offers made by any party
hereto for BACs in the Valley Target Partnerships. The BACs and other
securities tendered pursuant to the Tender Offers are referred to herein as
"Tendered Securities".
OPTION TO PURCHASE SECURITIES; PAYMENT OF SECURITIES AND EXPENSES
Subject to the terms and conditions set forth below, Valley hereby
grants, or will cause to be granted, to Everest an option to purchase up to
25% of the securities tendered in each Existing Offer.
Upon the expiration of a Tender Offer which is subject to any of the
foregoing options, the party making such offer (hereinafter the bidding
party) shall provide written notice to the holder of the forgoing options
(hereinafter an option holder) of the amount of Tendered Securities accepted
by such bidding party pursuant to such Tender Offer. Within five business
days following the bidding party's notice to the option holder, the option
holder shall notify the bidding party in writing whether or not it elects to
exercise its option and to what extent. If the option holder fails to notify
the bidding party of the exercise of its option within such five business day
period, the option holder shall be deemed not to have exercised its option.
If such option is exercised, the option holder shall pay the bidding party,
by wire transfer, on the later of (a) three business days after the option
holder delivers written notice of its election to exercise, (b) one business
day after the bidding party has given notice to the option holder that the
bidding party will pay tendering security holders in accordance with the
terms of the Tender Offer (such notice to be given by the bidding party to
the option holder not more than one business day prior to the date of such
payment), (c) the date that the bidding party makes such payment and (d) two
business days after the date the bidding party provides the option
A-1
<PAGE>
holder with written confirmation of the transfer of the number of Tendered
Securities with respect to which the option holder exercised its option (the
"Option Securities") an amount equal to (i) the option securities multiplied
by the price per Tendered Security paid by the bidding party in the
applicable Tender Offer plus (ii) the option holder's share of the "Total
Expenses" (as defined below) for such applicable Tender Offer (see
"ALLOCATION OF EXPENSES" below). The bidding party will deliver (or will
cause to be delivered), concurrently with the receipt of such payment from
the option holder by the bidding party, a confirmation from the subject
partnership setting forth the number of Option Securities that will be
transferred to the option holder.
ALLOCATION OF EXPENSES
At the time of purchase of any Option Securities, the option holder
shall pay to the bidding party a portion of Total Expenses related to such
Tender Offer equal to the lesser of (a) $25,000 and (b) Total Expenses
multiplied by a fraction, the numerator of which is the number of Tendered
Securities purchased by the option holder and the denominator of which is the
total number of Tendered Securities purchased pursuant to the Tender Offer.
"Total Expenses" with respect to each Tender Offer means all third-party
out-of-pocket costs and expenses incurred by the bidding party, or its
affiliates (including attorneys fees and expenses in connection with the
preparation and filing of any Tender Offer documents, but excluding
litigation expenses) with respect to each Tender Offer, including, without
duplication, Commission filing fees, the out-of-pocket expenses of any person
for acting as the information agent/depositary for the Tender Offer, printing
and mailing expenses, and the out-of-pocket expenses of the general partners
of target partnerships which are paid for by the bidding party. Total
Expenses shall not include the costs of purchasing the Tendered Securities or
any non-third-party costs, including the overhead of the bidding party. Each
party will provide, upon the execution and delivery hereof, an estimate of
its costs and expenses incurred to date in connection with any Tender Offers
and shall provide, upon request, invoices or other appropriate evidence of
the incurrence of costs and expenses constituting Total Expenses hereunder.
Liabilities, costs, obligations and damages incurred by any party in
connection with any litigation or threatened litigation relating to, or
arising from, the Tender Offers ("Tender Offer Litigation") shall be borne by
the bidding party and not the option holder. The bidding party agrees to
indemnify and defend the option holder and its affiliates, officers,
directors, members, employees and agents from and against all liabilities,
costs, obligations and damages in connection with Tender Offer Litigation
except to the extent that the foregoing arise out of any misstatements or
intentional acts of the option holder.
STANDSTILL AGREEMENT
Everest covenants and agrees that neither it nor any person who is its
"Affiliate" (as defined under Rule 405 of the Securities Act of 1933, as
amended) will, directly or indirectly, make any offer or take any act which
is competitive with the Existing Offers. The parties hereto acknowledge and
agree that nothing in this agreement shall cause them
A-2
<PAGE>
to form, become, join or otherwise participate in a "group" (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) with respect to any voting securities of any partnership which is
the target of a Tender Offer (the "Covered Partnerships"). The foregoing
restrictions shall continue in full force and effect from the date hereof
until the expiration of the Tender Offers which are the subject matter hereof.
CONDUCT OF TENDER OFFER(S)
All decisions relating to the conduct of the Tender Offers and the
acquisition and transfer of Tendered Securities pursuant thereto, including
without limitation any change in the terms or waiver of any of the conditions
thereof, shall be made solely by the bidding party. Notwithstanding the
foregoing, if requested by the option holder, the bidding party agrees to
consult with the bidding party prior to commencing a Tender Offer with regard
to the purchase price offered therein and prior to increasing the offered
price in any Tender Offer commenced prior to or after the date hereof.
COOPERATION
The parties shall cooperate and provide each other with such information
as may be necessary or desirable to disclose the transaction(s) contemplated
hereby in accordance with applicable securities laws and the rules and
regulations promulgated thereunder. Additionally, the bidding party agrees
to furnish to the option holder, promptly upon request, a report of
securities tendered in any pending Tender Offer.
NO OTHER CONTRACTS
Except as expressly set forth herein, there are no contracts,
arrangements, understandings or relationships between Everest, on the one
hand, and Valley or Global, on the other hand, with respect to the BACs or
the securities of any Covered Partnerships.
FURTHER ASSURANCES
Each of the parties agrees that it shall take, and will cause its
affiliates to take, whatever action or actions as are deemed by counsel to
any party hereto to be reasonably necessary, advisable or convenient from
time to time to effectuate the provisions or intent of this agreement, and to
that end, each party agrees that it will execute, acknowledge and deliver any
further instruments or documents as give force and effect to this letter
agreement or any of the provisions hereof, or to carry out the intent of this
letter agreement or any of the provisions hereof. Global hereby guarantees
full performance of this agreement by Valley, and its Affiliates. Everest
Properties II, LLC hereby guarantees full performance of this agreement by
Everest Tax Credit Investors, LLC and its Affiliates.
A-3
<PAGE>
REMEDIES
It is understood and agreed that monetary damages would be any
inadequate remedy for violation of this agreement, and in the case of an
actual breach by a party of the provisions hereof, any one or more of the
other parties shall be entitled to relief by way of injunction, specific
performance or other equitable relief. The prevailing party in any dispute
arising out of this letter agreement shall, in addition to any monetary
damages or equitable relief, be entitled to recover from the other party, the
prevailing party's attorney's fees and expenses (including the time of
personnel employed by Global or Everest) incurred in connection with such
dispute.
NOTICES
Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, sent by facsimile
transmission or sent by reputable overnight courier, postage or other charges
prepaid. Any such notice shall be deemed given when so delivered personally,
or by facsimile transmission when confirmed electronically or, if sent by
overnight courier, one day after delivery to the courier, as follows:
If to Valley or Global, to:
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
Attention: Thomas A. Schmidt
Telephone: (612) 476-7200
Telecopier: (612) 476-7201
If to Everest, to:
Everest Properties
199 S. Los Robles
Suite 440
Pasadena, California 91101
Attention: W. Robert Kohorst or David I. Lesser
Telephone: (626) 585-5920
Telecopier: (626) 585-5929
Any party may designate another address or person for receipt of notices
hereunder by notice given in accordance with this section to the other party.
A-4
