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. 2)
(FINAL AMENDMENT)
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BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
(Name of Subject Company)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
(Bidder)
UNITS
(Title of Class of Securities)
100652106
(CUSIP Number of Class of Securities)
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Michael H. Gladstone, Esq.
c/o Boston Financial Securities, Inc.
101 Arch Street
Boston, MA 02110
(617) 439-3911
Copies to:
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Cusip No.: 100652106 14D-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OLDHAM INSTITUTIONAL TAX CREDITS LLC
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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 Item 2(e) or 2(f)
{ }
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6. Citizenship or Place of Organization
Massachusetts
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Person beneficially owns 5329 Units. In addition, the
Reporting Person is an affiliate of the general partners of the Subject
Company. Arch Street VII Limited Partnership, one of the general
partners of the Subject Company, acquired 5 Units in the Subject Company
in 1992 as the initial limited partner of the Subject Company in
connection with the Subject Company's original formation.
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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)
10.5%
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10. Type of Reporting Person (See Instructions)
OO
Cusip No.: 100652106 14D-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEST CEDAR MANAGING, 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 Item 2(e) or 2(f)
{ }
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6. Citizenship or Place of Organization
Massachusetts
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Person beneficially owns 5329 Units. In addition, the
Reporting Person is an affiliate of the general partners of the Subject
Company. Arch Street VII Limited Partnership, one of the general
partners of the Subject Company, acquired 5 Units in the Subject Company
in 1992 as the initial limited partner of the Subject Company in
connection with the Subject Company's original formation.
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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)
10.5%
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10. Type of Reporting Person (See Instructions)
CO
AMENDMENT NO. 2 TO SCHEDULE 14D-1
(FINAL AMENDMENT)
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission (the "SEC") on July 24, 1997
by Oldham Institutional Tax Credits LLC, a Massachusetts limited liability
company ("the Purchaser"), as amended by Amendment No. 1 thereto filed with
the SEC on August 18, 1997, relating to the tender offer by the Purchaser to
purchase up to 12,730 issued and outstanding Units of limited partnership
interests ("Limited Partnership Interests") in Boston Financial Tax Credit
Fund VII, A Limited Partnership (the "Partnership"), to include the
information set forth below. Terms not otherwise defined herein shall have the
meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby supplemented and amended as follows:
The total amount of funds required by the Purchaser to purchase the 5329
Units accepted for payment pursuant to the Offer, excluding related fees and
expenses, is approximately $4,369,780. The Purchaser has obtained or will
obtain such funds through a loan (the "Loan") obtained by the Purchaser from
one of its affiliates, The Boston Financial Group Limited Partnership
("BFGLP"), on substantially the same economic terms and conditions that BFGLP
borrows such funds under an existing credit facility (the "Existing Credit
Facility") that BFGLP has available to it with Fleet Bank of Massachusetts,
N.A. (the "Lender").
The Existing Credit Facility is between the Lender and BFGLP. The
interest rate is the "Prime Rate" (as publicly announced by the Lender, from
time to time) plus .125%, which is presently equal to 8.625% per annum or the
"LIBOR Rate" (the annual rate of interest equal to 1.75% above LIBOR), as
elected by BFGLP.
The Purchaser expects to repay all amounts borrowed from its affiliate
by selling additional membership interests to persons or entities that have a
need for the tax credits and/or tax losses attributable to the Units. No plans
or arrangements have been made with regard to the payment of periodic interest
required by the terms of the loan. However, it is expected that if interest
payments are due and payable, the Purchaser may borrow those funds from its
affiliate(s).
Item 6. Interest in Securities of the Subject Company.
Item 6(a)-(b) is hereby supplemented and amended as follows:
The Offer expired at 12:00 Midnight, Eastern time, on Friday,
August 29, 1997. Based on preliminary information provided by the
Administrative Agent/Depositary to the Purchaser on September 5, 1997, the
Purchaser accepted for payment 5329 Units, which constitute approximately
10.5% of the outstanding Units.
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 8, 1997
OLDHAM INSTITUTIONAL TAX CREDITS LLC
By: West Cedar Managing Inc., its
managing member
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
WEST CEDAR MANAGING, INC.
By: /s/ Jenny Netzer________
Name: Jenny Netzer
Title: President
