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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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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)
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Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
$10,438,600 $2,087.72
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 12,730 Units of limited partnership interests ("Units") of
the subject company for $820.00 per Unit 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: $1,884.04
Form or Registration No. Schedule 14D-1
Filing party: Oldham Institutional Tax Credits L.L.C.
Date Filed: July 24, 1997
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 does not own any Units. However, 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)
Less than 1%.
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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 does not own any Units. However, 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)
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 July 24, 1997 by Oldham
Institutional Tax Credits LLC, a Massachusetts limited liability company
("the Purchaser"), 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 1. Security and Subject Company.
Item 1(b) is hereby supplemented and amended as follows:
The information set forth in the Introduction to the Supplement to the
Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(4) (the
"Supplement"), is incorporated herein in its entirety by reference.
Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.
Item 3(b) is hereby supplemented and amended as follows:
The information set forth in Section 11 ("Background of the Offer") of
the Supplement is incorporated herein in its entirety by reference.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended as follows:
The information set forth in Section 12 ("Source of Funds") of the
Supplement is incorporated herein in its entirety by reference.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the Supplement is incorporated herein in its
entirety by reference.
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Item 11. Material to be Filed as Exhibits.
(a)(4) Supplement to Offer to Purchase dated August 15, 1997.
(a)(5) Letter of Transmittal with respect to Supplement.
(a)(6) Cover Letter, dated August 15, 1997, from Oldham Institutional
Tax Credits LLC to the Limited Partners.
(a)(7) Press Release dated August 15, 1997.
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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: August 15, 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
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Exhibit (a)(4)
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Exhibit (a)(4)
SUPPLEMENT TO THE
OFFER TO PURCHASE
UP TO 12,730
UNITS
in
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
for
$820.00 NET PER UNIT IN CASH
by
OLDHAM INSTITUTIONAL TAX CREDITS LLC
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON AUGUST 29, 1997, UNLESS EXTENDED.
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Oldham Institutional Tax Credits LLC, a Massachusetts limited liability
company (the "Purchaser") hereby supplements and amends its offer to purchase
up to 12,730 of the issued and outstanding Units ("Units") of limited
partnership interests ("Limited Partnership Interests") in Boston Financial
Tax Credit Fund VII, A Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 24, 1997, this Supplement and
the related Letter of Transmittal, as each may be amended from time to time.
Capitalized terms used but not otherwise defined in this Supplement shall
have the meaning ascribed to them in the Offer to Purchase.
To the Limited Partners of Boston Financial Tax Credit Fund VII, A Limited
Partnership:
INTRODUCTION
The Introduction to the Offer to Purchase is hereby supplemented and
amended as follows:
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The Purchaser hereby supplements and amends its Offer to increase the
Purchase Price to $820.00 per Unit, net to the seller in cash (the "Purchase
Price"), without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 24, 1997, this Supplement and the
related Letter of Transmittal, as each may be supplemented, modified or
amended from time to time (which together constitute the "Offer"). The
Purchaser is also hereby supplementing its Offer to extend the expiration
date of the offer to 12:00 Midnight, Eastern time, on August 29, 1997, unless
extended.
FACTORS TO BE CONSIDERED BY LIMITED PARTNERS. In considering the Offer,
Limited Partners are urged to consider the following factors:
- - Limited Partners who have a present or future need for the Low-Income
Housing Credits and/or tax losses from the Units may prefer to retain their
Units and not tender them pursuant to the Offer, or any other tender offer.
Limited Partners who sell their Units will forgo future Low-Income Housing
Credit allocations and cash distributions from the Partnership, if any.
There can be no assurance that the overall benefits of continuing ownership
would not exceed the benefits of selling now.
- - The Purchaser priced its original Offer based solely on trading prices
for the Units in the secondary market during the twelve-month period
ending June 30, 1997 and the estimated present value of the expected
remaining Low-Income Housing Credits. The Purchaser has re-priced this
Offer in response to the change in market conditions caused by the recent
competing tender offers that have been commenced on two public
partnerships which are affiliates of the Partnership and in response to
the notice it received concerning a potential competing offer described
in Section 11 ("Background of the Offer").
- - The Purchaser did not consider or attempt to estimate the future
liquidation values of the Apartment Complexes in setting its price. The
Purchaser believes the primary benefits for an investor to be derived
from an investment in the Units in the Low Income Housing Credits and
Federal income tax losses. The Low-Income Housing Credit Program is so
recent in organization (1986) there is a lack of experience concerning
the prices at which such Apartment Complexes may sell at the end of their
Compliance Periods. There can be no assurance that if liquidation values
or other methods of valuation were taken into account that a higher
valuation would not be reached.
- - If the Purchaser is successful in acquiring a significant number of Units
pursuant to the Offer, the Purchaser could be in a position to
significantly influence all Partnership decisions on which Limited
Partners may vote. Additionally, because the Purchaser is affiliated
with the General Partners, the Purchaser's acquisition of Units may have
the effect of making any future change of the Partnership's current
management more difficult.
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- - Although limited resale mechanisms are available to the Limited Partners
wishing to sell their Units, there is no formal or organized trading
market for the Units. The Offer will provide Limited Partners with an
immediate opportunity to liquidate their investment in the Partnership
for cash without the usual transaction costs associated with secondary
market sales or partnership transfer fees.
- - Although not necessarily an indication of value, the $820.00 Purchase
Price is competitive with the weighted average selling price for Units
reported in the limited and sporadic secondary market during the 12-month
period ended June 30, 1997. However, there is a wide variation in
prices, based on data obtained from the Partnership, the net prices in
the secondary market during the twelve-month period ended June 30, 1997
ranged from a low of $500 per Unit to a high of $1,000 per Unit and a
weighted average of $732 per Unit to $835 per Unit during the same
period. See Section 13 ("Purchase Price Considerations") in the
original Offer to Purchase, as supplemented by this Supplement.
- - As an alternative to tendering the Units, Limited Partners could retain
their Units until the liquidation of the Partnership or seek to sell
their Units in the secondary market either now or later.
- - The Purchase Price has been established by the Purchaser and is not the
result of arms length negotiations. No independent third party has been
retained to evaluate or render an opinion with respect to the fairness of
the purchase price. There can be no assurance that such a third party
would agree that the price is fair.
- - The General Partners and the Purchaser are affiliates. Therefore, the
General Partners will have a conflict of interest in responding to the
Offer between the interests of its affiliate, the Purchaser, in obtaining
a low price for the Units and the interest of those Limited Partners who
tender their Units to get a high price.
- - As discussed in Section 7 of the original Offer to Purchase - ("Effects
of the Offer") termination of the Partnership for federal income tax
purposes would occur if Units representing 50% or more of the total
Partnership capital and profits are transferred within a twelve-month
period. The Partnership Agreement restricts transfers that would cause
such a termination. The Purchaser does not believe its Offer will cause
such a termination in view of the very limited trading that has occurred
historically (less than 5%). However, although it is not likely, there
can be no assurance that if the Purchaser's Offer is fully subscribed
(obtains approximately 25%) that sales of units in the secondary market
and in private transactions during the twelve month period following
completion of the Offer will not be restricted by these Partnership
termination restrictions.
- - A Limited Partner who acquired his or her Units pursuant to the original
offering of Units by the Partnership is expected to recognize a long-term
capital gain of approximately $56 per Unit in connection with a sale
pursuant to this Offer, which may be offset by unused passive losses.
The long-term capital gain of $56 per
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Unit would result in a tax liability of approximately $11.20 per Unit based
on a 20% tax rate. Additionally, if such Limited Partner was unable to
utilize his share of previously allocated tax losses of approximately $236
per Unit as a result of the passive activity limitations discussed in
Section 6 ("Certain Federal Income Tax Consequences") and such Limited
Partner sells all of his Units, such losses will no longer be subject to the
passive activity restrictions and will be available to offset taxable income
of the Limited Partner from any source. Under these circumstances, assuming
a 35% marginal tax rate, a sale pursuant to the Offer could generate net
tax savings for a Limited Partner of approximately $71.40 per Unit from
the transaction.
- - The Purchaser anticipates that the sale of Units pursuant to the Offer
will not cause a recapture of Low-Income Housing Credits previously taken.
-----------------------------
THE PURCHASE PRICE HAS BEEN INCREASED TO $820.00. LIMITED PARTNERS WHO
HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL AUTOMATICALLY RECEIVE
THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER ACTION.
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THE TENDER OFFER
1. TERMS OF THE OFFER.
Section 1 of the Offer to Purchase is hereby amended and supplemented to
reflect the extension of the expiration date of the Offer. The term
"Expiration Date" shall mean 12:00 midnight, Eastern time, on August 29,
1997, unless the Purchaser, in its sole discretion, shall have extended the
period of time during which the Offer is open, in which event the term
"Expiration Date" shall refer to the latest time and date at which the Offer,
as so extended by the Purchaser, will expire.
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4. WITHDRAWAL RIGHTS.
Section 4 of the Offer to Purchase is hereby amended by substituting the
word expiration for the word termination in the last sentence of the third
paragraph under that section. Accordingly, that sentence will now read as
follows:
The reservation by the Purchaser of the right to delay the acceptance or
purchase of or payment for Units is subject to the provisions of Rule
14e-1(c) under the Exchange Act, which requires the Purchaser to pay the
consideration offered or return Units tendered by or on behalf of Limited
Partners promptly after the expiration or withdrawal of the Offer.
6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
Section 6 in the Offer to Purchase is hereby amended and supplemented to
reflect the effect of recently enacted tax legislation and the increase in
the Purchase Price. The information contained in such section under the
subtitle "Consequences to Tendering Limited Partners" is replaced (except for
the last three paragraphs of such material) in its entirety with the material
below.
CONSEQUENCES TO TENDERING LIMITED PARTNER. A Limited Partner will
recognize gain or loss on a sale of Units pursuant to the Offer equal to the
difference between (i) the Limited Partner's "amount realized" on the sale
and (ii) the Limited Partner's adjusted tax basis in the Units sold. The
"amount realized" with respect to a Unit sold pursuant to the Offer will be
equal to the sum of the amount of cash received by the Limited Partner for
the Unit plus the amount of Partnership liabilities allocable to the Unit as
determined under Code Section 752. The amount of a Limited Partner's
adjusted tax basis in Units sold pursuant to the Offer will vary depending
upon the Limited Partner's particular circumstances, and will be adjusted by
allocations of Partnership income, gain or loss to a Limited Partner with
respect to such Units. In this regard, tendering Limited Partners will be
allocated a pro rata share of the Partnership's taxable income or loss with
respect to Units sold pursuant to the Offer through the effective date of the
sale.
A Limited Partner who acquired Units pursuant to the original offering of
Units by the Partnership is expected to have an "amount realized" in excess
of his or its adjusted tax basis and therefore will recognize a taxable gain
on a sale of Units pursuant to the Offer. Even if the Limited Partner is
subject to the passive activity loss limitation discussed below, any unused
tax losses from prior years will generally be available to offset gain from
the sale of Units.
In general, the character (as capital or ordinary) of a Limited Partner's
gain or loss on a sale of a Units pursuant to the Offer will be determined by
allocating the Limited Partner's amount realized on the sale and his adjusted
tax basis in the Units sold between "Section 751 items," which are
"inventory" and "unrealized receivables" (including depreciation recapture)
as defined in Code Section 751, and non-Section 751 items. The Purchaser
believes that all or substantially all of any taxable gain
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realized on a sale of Units pursuant to the Offer will be treated as a
capital gain under these rules.
Under the recently enacted Taxpayer Relief Act of 1997, capital gain
recognized by an individual on the sale of an asset such as a partnership
interest is taxed at a maximum rate of 20% if the individual has held the
asset for at least 18 months at the date of sale, and at a maximum rate of
28% if the individual has held the asset for at least 12 months at the date
of sale. Capital losses are deductible only to the extent of capital gains,
except that non-corporate taxpayers may deduct up to $3,000 of capital losses
in excess of the amount of their capital gains against ordinary income.
Excess capital losses generally can be carried forward to succeeding years (a
corporation's carry forward period is five years and a non-corporate taxpayer
can carry forward such losses indefinitely). In addition, corporations, but
not non-corporate taxpayers, are allowed to carry back excess capital losses
to the three preceding taxable years.
Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent
of such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
If a Limited Partner is subject to these restrictions and has unused tax
losses attributable to the Partnership from prior years, such tax losses will
generally become available to offset any taxable income of the Limited
Partner, provided the Limited Partner sells all his Units. If a Limited
Partner is unable to sell all his Units (for example, because the Offer is
oversubscribed and the Purchaser must make a pro-rata reduction in Units
purchased, as described under Section 2. "Proration; Acceptance for Payment
and Payment for Units"), the deductibility of such losses would continue to
be subject to the passive activity loss limitation until the Limited Partner
sells his remaining Units, although such losses can be used to offset the
gain from the sale of Units or other passive activity income of the Limited
Partner. See Section 7 ("Effects of the Offer").
A Limited Partner who acquired his or her Units pursuant to the original
offering of Units by the Partnership is expected to recognize a long-term
capital gain of approximately $56 per Unit in connection with a sale pursuant
to this Offer. This would result in a tax liability of approximately $11.20
per Unit based on a 20% tax rate. Additionally, if such Limited Partner was
unable to utilize his share of previously allocated tax losses of
approximately $236 per Unit as a result of the passive activity limitations
discussed above and such Limited Partner sells all of his Units, such losses
will no longer be subject to the passive activity restrictions and will be
available to offset taxable income of the Limited Partner from any source.
Under these circumstances, assuming a 35% marginal tax rate, a sale pursuant
to the Offer could generate net tax savings for a Limited Partner of
approximately $71.40 per Unit from the transaction.
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9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.
Section 9 in the Offer to Purchase is hereby amended by deleting the last
sentence in the first paragraph in that section in which the Purchaser
disclaimed responsibility for information included in certain public reports
filed by the Partnership.
11. BACKGROUND OF THE OFFER.
Section 11 of the Offer to Purchase is hereby supplemented by the
material set forth below.
On or about July 22, 1997 a representative of Everest Properties, LLC
and/or its affiliates (collectively "Everest") contacted an affiliate of the
General Partners (the "GP Affiliate") and indicated that it would like to
obtain a list of the limited partners in one or more of the public limited
partnerships (collectively, the "Boston Financial Partnerships") in which
affiliates of the GP Affiliate were general partners. The Partnership was
not mentioned specifically but neither was it excluded from that group. It
was the perception of the GP Affiliate, based on prior experiences with
Everest, that if given this list Everest probably would commence a tender
offer for less than 5% of the units in such funds and otherwise conduct it so
that the requirement to publicly file such an offer with the Securities
Exchange Commission (the "SEC") and to comply with certain SEC rules adopted
to advance investor protection would not be applicable. The GP Affiliate
views "mini-tenders" as not necessarily being in the best interest of the
limited partners in the Boston Financial Partnerships because of the lack of
public scrutiny of such offers and the non-applicability of certain SEC rules
mandating certain proration and withdrawal rights. Accordingly, the GP
Affiliate did not provide such list. On July 30, approximately a week after
the Purchaser commenced its Offer, Everest contacted the Purchaser indicating
that it was prepared to commence a publicly-filed competing tender offer at a
higher price unless the Purchaser allowed it to purchase a percentage of the
Units tendered to the Purchaser in its Offer. Everest stated a similar
intention concerning two other Boston Financial Partnerships for which the
Purchaser is currently making tender offers (collectively, the "Tendered
Partnerships"). The Purchaser rejected this offer. On August 6,
representatives of Everest sent a notice to representatives of the Purchaser
and the General Partners re-iterating the intent of Everest to commence a
publicly-filed tender offer at a higher price ($775 per Unit was the
indication). On August 11, 1997 Everest commenced a publicly-filed tender
offer for the two other Tendered Partnerships but did not commence a public
tender for the Partnership.
Everest is also attempting to gain admission as a limited partner to the
Partnership, presumably in order to obtain the limited partner list so it can
launch a mini-tender. Everest has stated it will hold the General Partner
liable for damages arising from the General Partner's refusal to admit
Everest to the Partnership and provide it with the limited partner list, and
the General Partner's prevention of Everest from making a competing bid for
the Units at a price higher than the Purchaser had offered in its original
offer. The General Partner has rejected this attempt to be
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admitted and indicated to Everest if it wishes to make a tender offer it
should be a publicly-filed tender offer to which all the investor protection
rules apply. Under the limited partnership agreement of the Partnership, a
copy of the limited partner list is available to a limited partner for any
purpose related to that partner's interest as a partner of the Partnership
and not for an improper purpose or for a commercial purpose other than in the
interest of the applicant as a Limited Partner relative to the affairs of the
Partnership.
12. SOURCE OF FUNDS.
Section 12 of the Offer to Purchase is hereby amended to reflect the
higher purchase price. Accordingly, the first sentence of that section is
revised to read as follows:
The Purchaser expects that an aggregate of approximately $10,438,600
(exclusive of fees and expenses) will be required to purchase the
Units sought pursuant to the Offer, if tendered.
13. PURCHASE PRICE CONSIDERATIONS.
Section 13 in the Offer to Purchaser is hereby supplemented as follows:
The Purchaser has increased the Purchase Price to $820.00 net per Unit.
The Purchaser considered the trading prices for the Units in the secondary
market during the twelve-month period ended June 30, 1997 and the estimated
present value of the expected remaining Low-Income Housing Credits in setting
the original offer price. The Purchaser has re-priced this Offer in response
to the change in market conditions caused by the recent competing public
tender offers that have been commenced with regard to the Tendered
Partnerships and in response to the notice it received of a potential
competing offer on August 6, 1997 as described above in Section 11
("Background of the Offer").
The Purchaser did not consider or attempt to estimate the future
liquidation values of the Apartment Complexes in setting its price. The
Purchaser believes the primary benefits for an investor to be derived from an
investment in the Units in the Low Income Housing Credits and Federal income
tax losses. The Low-Income Housing Program is so recent in organization
(1986) there is a lack of experience concerning the prices at which such
Apartment Complexes may sell at the end of their Compliance Periods. There
can be no assurance that if liquidation values or other methods of valuation
were taken into account that a higher valuation would not be reached.
Limited Partners who sell Units pursuant to the Offer will receive a cash
payment of $820.00 per Unit sold. A Limited Partner who acquired his or her
Units pursuant to the original offering of Units by the Partnership is
expected to recognize a long-term capital gain of approximately $56 per Unit
in connection with a sale pursuant to this Offer. This would result in a tax
liability of approximately
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$11.20 per Unit based on a 20% tax rate. Additionally, if such Limited
Partner was unable to utilize his share of previously allocated tax losses of
approximately $236 per Unit as a result of the passive activity limitations
discussed above and such Limited Partner sells all of his Units, such losses
will no longer be subject to the passive activity restrictions and will be
available to offset taxable income of the Limited Partner from any source.
Under these circumstances, assuming a 35% marginal tax rate, a sale pursuant
to the Offer could generate net tax savings for a Limited Partner of
approximately $71.40 per Unit from the transaction. Alternatively, if
Limited Partners keep their Units, it is possible that they will eventually
receive proceeds when the properties are sold or refinanced. Additionally,
they may receive the tax benefit of their allocable share of Low-Income
Housing Credits and passive losses plus a capital loss if they ultimately do
not receive a return of their tax adjusted capital. See Section 6 ("Certain
Federal Income Tax Consequences").
************
For your convenience, we have included herewith another copy of the
Letter of Transmittal. For Units to be validly tendered pursuant to the
Offer, a Letter of Transmittal, properly completed and duly executed,
together with any other documents required by the Letter of Transmittal, must
be received by the Information Agent/Depositary at its address on the back
cover page of the Offer to Purchase on or prior to the Expiration Date.
HOWEVER, LIMITED PARTNERS WHO HAVE ALREADY TENDERED THEIR UNITS TO THE
PURCHASER WILL AUTOMATICALLY RECEIVE THE INCREASED PURCHASE PRICE WITHOUT
TAKING ANY FURTHER ACTION.
Oldham Institutional Tax Credits LLC
August 18, 1997
Page 17
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Exhibit (a)(5)
Page 18
<PAGE>
LETTER OF TRANSMITTAL
TO
TENDER UNITS
IN
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 24, 1997, AS SUPPLEMENTED BY THE
SUPPLEMENT TO OFFER TO PURCHASE DATED AUGUST 18, 1997
BY
OLDHAM INSTITUTIONAL TAX CREDITS LLC
TAX I.D. NO.:
NUMBER OF NUMBER OF(1) PURCHASE PRICE
UNITS OWNED UNITS TENDERED PER UNIT
----------- -------------- --------------
(1) If no indication is marked in the
(PLEASE INDICATE CHANGES OR Number of Units Tendered Column, all
CORRECTIONS TO THE ADDRESS AND TAX Units issued to you will be deemed to
I.D. NUMBER ABOVE, IF NECESSARY.) have been tendered
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
EASTERN TIME, ON FRIDAY, AUGUST 29, 1997 (THE "EXPIRATION DATE") UNLESS SUCH
OFFER IS EXTENDED.
The undersigned hereby tender(s) to Oldham Institutional Tax Credits LLC, a
Massachusetts limited liability company (the "Purchaser"), the number of
Units ("Units") representing limited partnership interests in Boston
Financial Tax Credit Fund VII, A Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), specified above, pursuant to the Purchaser's
offer to purchase up to 12,730 of the issued and outstanding Units at a
purchase price of $820.00 per Unit, net to the seller in cash (the "Purchase
Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 24, 1997, as
supplemented by the Supplement to Offer to Purchase dated August 18, 1997
(the "Offer to Purchase") and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase and any supplements,
modifications or amendments thereto, constitute the "Offer"), all as more
fully described in the Offer to Purchase. LIMITED PARTNERS WHO TENDER THEIR
UNITS WILL NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER
FEES. Receipt of the Offer to Purchase is hereby acknowledged. Capitalized
terms used but not defined herein have the respective meanings ascribed to
them in the Offer to Purchase.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner irrevocably appoints the Purchaser and the designees of the Purchaser
and each of them as such Limited Partner's proxies, each with full power of
substitution, to the full extent of such Limited Partner's rights with
respect to the Units tendered by such Limited Partner and accepted for
payment by the Purchaser (and with respect to any and all other Units or
other securities issued or issuable in respect of such Units on or after the
date hereof). All such proxies shall be considered irrevocable and coupled
with an interest in the tendered Units. Such appointment will be effective
when, and only to the extent that, the Purchaser accepts such Units for
payment. Upon such acceptance for payment, all prior proxies given by such
Limited Partner with respect to such Units (and such other Units and
securities) will be revoked without further action, and no subsequent proxies
may be given nor any subsequent written consents executed (and, if given or
executed, will not be deemed effective). The Purchaser and its designees
will, with respect to the Units (and such other Units and securities) for
which such appointment is effective, be empowered to exercise all voting and
other rights of such Limited Partner as it in its sole discretion may deem
proper pursuant to the Amended and Restated Agreement of Limited Partnership
of the Partnership, dated as of December 24, 1992, as amended to date (the
"Partnership Agreement") or otherwise. The Purchaser may assign such proxy to
any person with or without assigning the related Units with respect to which
such proxy and/or power of attorney was granted. The Purchaser reserves the
right to require that, in order for Units to be deemed validly tendered,
immediately upon the Purchaser's payment for such Units, the Purchaser must
be able to exercise full voting rights with respect to such Units and other
securities, including voting at any meeting of Limited Partners.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner also irrevocably constitutes and appoints the Purchaser and its
designees as the Limited Partner's attorneys-in-fact, each with full power of
substitution to the extent of the Limited Partner's rights with respect to
the Units tendered by the Limited Partner and accepted for payment by the
Purchaser. Such appointment will be effective when, and only to the extent
that, the Purchaser accepts the tendered Units for payment. Upon such
acceptance for payment, all prior powers of attorney granted by the Limited
Partner with respect to such Unit will, without further action, be revoked,
and no subsequent powers of attorney may be granted (and if granted will not
be effective). Pursuant to such appointment as attorneys-in-fact, the
Purchaser and its designees each will have the power, among other things, (i)
to seek to transfer ownership of such Units on the books and records of the
Partnership maintained by the General Partners (and execute and deliver any
accompanying evidences of transfer and authenticity any of them may deem
necessary or appropriate in connection therewith, including, without
limitation, any documents or instruments required to be executed under the
Partnership Agreement or a "Transferor's (Seller's) Application for Transfer"
created by the NASD, if required), (ii) to be allocated all Low-Income
Housing Credits and tax losses and to receive any and all distributions made
by the Partnership after the Expiration Date, and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units in
accordance with the terms of the Offer, (iii) to execute and deliver to the
Partnership and/or the General Partners (as the case may be) a change of
address form instructing the Partnership to send any and all future
distributions to which the Purchaser is entitled pursuant to the terms of the
Offer in respect of tendered Units to the address specified in such form, and
(iv) to endorse any check payable to or upon the order of such Limited
Partner representing a distribution, if any, to which the Purchaser is
entitled pursuant to the terms of the Offer, in each case on behalf of the
tendering Limited Partner. If legal title to the Units is held through an IRA
or KEOGH or similar account, the Limited Partner understands that this Letter
of Transmittal must be signed by the custodian of such IRA or KEOGH account
and the Limited Partner hereby authorizes and directs the custodian of such
IRA or KEOGH to confirm this Letter of Transmittal. This power of attorney
shall not be affected by the subsequent mental disability of the Limited
Partner, and the Purchaser shall not be required to post bond in any nature
in connection with this power of attorney. The Purchaser may assign such
power of attorney to any person with or without assigning the related Units
with respect to which such power of attorney was granted.
By executing and delivering this Letter of Transmittal, a tendering Limited
Partner irrevocably assigns to the Purchaser and its assigns all of the
direct and indirect, right, title and interest of such Limited Partner in the
Partnership with respect to the Units tendered and purchased pursuant to the
Offer, including, without limitation, such Limited Partner's right, title and
interest in and to any and all Low Income Housing Credits and tax losses and
any and all distributions made by the Partnership after the Expiration Date
in respect of the Units tendered by such Limited Partner 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 the Expiration Date. The Purchaser
reserves the right to transfer or assign, in whole or from time to time in
part, to any third party, the right to purchase Units tendered pursuant to
the Offer, together with its rights under the Letter of Transmittal, but any
such transfer or assignment will not relieve the assigning party of its
obligations under the Offer or prejudice the rights of tendering Limited
Partners to receive payment for Units validly tendered and accepted for
payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I 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. {sec}2510.3-101
of any such plan or (b) the tender and acceptance of Units pursuant to the
Offer will not result in a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.
By executing this Letter of Transmittal, the undersigned represents that this
transfer has not been effected through an established securities market or
through a broker-dealer or matching agent which makes a market in Units or
which provides a widely available, regular and ongoing opportunity to the
holders of Units to sell or exchange their Units through a public means of
obtaining or providing information of offers to buy, sell or exchange Units.
The undersigned recognizes that, if proration is required pursuant to the
terms of the Offer, the Purchaser will accept for payment from among those
Units validly tendered on or prior to the Expiration Date and not properly
withdrawn, the maximum number of Units permitted pursuant to the Offer on a
pro rata basis, with adjustments to avoid purchases which would violate the
terms of the Offer, based upon the number of Units validly tendered prior to
the Expiration Date and not properly withdrawn.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in Section 2
("Proration; Acceptance for Payment and Payment for Units") and Section 14
("Conditions of the Offer") of the Offer to Purchase, the Purchaser may not
be required to accept for payment any of the Units tendered hereby. In such
event, the undersigned understands that any Letter of Transmittal for Units
not accepted for payment will be destroyed by the Purchaser. Except as stated
in Section 4 ("Withdrawal Rights") of the Offer to Purchase, this tender is
irrevocable, provided Units tendered pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date. The undersigned acknowledges that
(i) upon acceptance of, and payment for, tendered Units, the undersigned
shall no longer be entitled to any benefits as a Limited Partner.
<PAGE>
- --------------------------------------------------------------------------------
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4)
The person signing this Letter of Transmittal hereby certifies the following
to the Purchaser under penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") as printed (or corrected) on
the front furnished in the space provided for that purpose in the Signature
Box of this Letter of Transmittal is the correct TIN of the Limited Partner;
or if no TIN is provided above and this box / / is checked, the Limited
Partner has applied for a TIN. If the Limited Partner has applied for a TIN,
a TIN has not been issued to the Limited Partner, and either: (a) the Limited
Partner has mailed or delivered an application to receive a TIN to the
appropriate Internal Revenue Service ("IRS") Center or Social Security
Administration Office, or (b) the Limited Partner intends to mail or deliver
an application in the near future, it is hereby understood that if the
Limited Partner does not provide a TIN to the Purchaser within sixty (60)
days, 31% of all reportable payments made to the Limited Partner thereafter
will be withheld until a TIN is provided to the Purchaser; and
(ii) Unless this box / / is checked, the Limited Partner is not subject to
backup withholding either because the Limited Partner (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Limited
Partner is subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) has been notified by the IRS that such
Limited Partner is no longer subject to backup withholding
Note: Place an "X" in the box in (ii) above, if you are unable to certify
that the Limited Partner is not subject to backup withholding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4)
Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-11T(d), a
transferee must withhold tax equal to 10% of the amount realized with respect
to certain transfers of an interest in a partnership if 50% or more of the
value of its gross assets consists of U.S. real property interests and 90% or
more of the value of its gross assets consists of U.S. real property
interests plus cash or cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Limited Partner's interest in the Partnership,
the person signing this Letter of Transmittal hereby certifies the following
under penalties of perjury:
(i) Unless this box / / is checked, the Limited Partner, if an individual, is
a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in
the Code and Income Tax Regulations);
(ii) the Limited Partner's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished
in the blank provided for that purpose on the front of this Letter of
Transmittal; and
(iii) the Limited Partner's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the front of
this Letter of Transmittal. If a corporation, the jurisdiction of
incorporation is ______________________________ .
The person signing this Letter of Transmittal 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 5)
By checking this box / /, the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Limited Partner is an
"exempt foreign person" for purposes of the backup withholding rules under
U.S. federal income tax laws, because the Limited Partner:
(i) Is a nonresident alien or a foreign corporation, partnership, estate or
trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or barter
exchange.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE BOX (ALL OWNERS)
(SEE INSTRUCTION 2)
Please sign exactly as your name(s) is printed (or as corrected) on the
Letter of Transmittal. For joint owners, each joint owner must sign. The
signatory hereto hereby certifies under penalties of perjury the Taxpayer
Identification Number (i.e., the signatory's social security number) printed
(or as corrected ) on the Letter of Transmittal and the statements in Box A,
Box B and, if applicable, Box C. The undersigned hereby represents and
warrants for the benefit of the Partnership and the Purchaser that the
undersigned owns (or beneficially owns) the Units tendered hereby and has
full power and authority to validly tender, sell, assign, transfer, convey
and deliver the Units tendered hereby and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, such Units will not be subject to
any adverse claims and, the transfer and assignment contemplated herein are
in compliance with all applicable laws and regulations. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the
undersigned.
X ___________________________________ X ____________________________________
(SIGNATURE OF OWNER) (DATE) (SIGNATURE OF JOINT-OWNER)
Name and Capacity (if other than individual) ________________________________
Area Code and Telephone No. (Eve) ___________________________________________
Title: ______________________________________________________________________
Area Code and Telephone No. (Day) ___________________________________________
- --------------------------------------------------------------------------------
FOR UNITS TO BE ACCEPTED FOR PURCHASE, A LIMITED PARTNER SHOULD COMPLETE AND
SIGN THIS LETTER OF TRANSMITTAL IN THE SIGNATURE BOX AND RETURN IT IN THE
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED, OR BY HAND OR OVERNIGHT
COURIER TO: THE HERMAN GROUP, INC., 2121 SAN JACINTO STREET, 26TH FLOOR,
DALLAS, TX 75201 OR BY FACSIMILE TO: (214) 999-9323 OR (214) 999-9348.
DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED DOCUMENTS TO AN
ADDRESS OTHER THAN THE ONE SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
<PAGE>
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
- --------------------------------------------------------------------------------
FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL OR ADDITIONAL
INFORMATION OR MATERIALS, CALL: (800) 243-8440
- --------------------------------------------------------------------------------
1. VALID TENDER AND DELIVERY OF LETTER OF TRANSMITTAL. For convenience in
responding to the Offer, a self-addressed, postage-paid envelope has been
enclosed with the Offer to Purchase. However, to ensure receipt of the
Letter of Transmittal, it is suggested that you use an overnight courier
or, if the Letter of Transmittal is to be delivered by United States
mail, that you use certified or registered mail, return receipt requested.
To be effective, a duly completed and original of the signed Letter of
Transmittal must be received by the Administrative Agent/Depositary at
the address (or facsimile number) set forth below before the Expiration
Date, 12:00 Midnight, Eastern Time on Friday, August 29, 1997, unless
extended. Letters of Transmittal which have been duly executed, but where
no indication is marked in the "Number of Units Tendered" column, shall
be deemed to have tendered all Units pursuant to the Offer.
BY MAIL/HAND OR OVERNIGHT DELIVERY: THE HERMAN GROUP, INC.
2121 San Jacinto
26th Floor
Dallas, Texas 75201
BY FACSIMILE : (214) 999-9323
or
(214) 999-9348 (If faxing the Letter
of Transmittal, the
original should also
be mailed to the
Administrative
Agent/Depositary.)
FOR ADDITIONAL INFORMATION
REGARDING THE OFFER CALL: (800) 829-9213, ext. 12
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by
the Purchaser and such determination will be final and binding. The
Purchaser's interpretation of the terms and conditions of the offer
officer (including these instructions for the Letter of Transmittal) also
will be final and binding. The Purchaser will have the right to waive
any irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders must be cured within such time
as the Purchaser shall determine unless waived by it.
The Letter of Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchaser nor the
Administrative Agent/Depositary is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for
failure to give such notification.
THE METHOD OF DELIVERY OF THE LETTER OF THE TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
LIMITED PARTNER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE ADMINISTRATIVE AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
2. SIGNATURES. All Limited Partners must sign in the Signature Box of the
Letter of Transmittal. If the Units are held in the names of two or more
persons, all such persons must sign the Letter of Transmittal. When
signing as a general partner, corporate officer, attorney-in-fact,
executor, custodian, administrator or guardian, please give full title
and send proper evidence of authority satisfactory to the Purchaser with
this Letter of Transmittal. With respect to most trusts, the Partnership
will generally require only the named trustee to sign the Letter of
Transmittal. For Units held in a custodial account for minors, only the
signature of the custodian will be required. Please sign exactly as your
name(s) is printed (or corrected) on the Letter of Transmittal.
If tendered Units are registered in more than one account, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations. Each account has been
mailed a separate Letter of Transmittal.
3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to those listed below. Questions on documentation should be
directed to (800) 243-8440.
DECEASED OWNER (JOINT TENANT) - CERTIFIED COPY OF DEATH CERTIFICATE.
DECEASED OWNER (OTHERS) - CERTIFIED COPY OF DEATH CERTIFICATE (SEE
ALSO EXECUTOR/ADMINISTRATOR/GUARDIAN
BELOW).
EXECUTOR/ADMINISTRATOR/GUARDIAN - (I) CERTIFIED COPIES OF COURT
APPOINTMENT DOCUMENTS FOR EXECUTOR OR
ADMINISTRATOR DATED WITHIN 60 DAYS OF
THE DATE OF EXECUTION OF THE LETTER OF
TRANSMITTAL; OR (II) A COPY OF
APPLICABLE PROVISIONS OF THE WILL (TITLE
PAGE, EXECUTOR(S)' POWERS, ASSET
DISTRIBUTION); OR (III) CERTIFIED COPY
OF ESTATE DISTRIBUTION DOCUMENTS.
ATTORNEY-IN-FACT - CURRENT POWER OF ATTORNEY.
CORPORATIONS/PARTNERSHIPS - CERTIFIED COPY OF CORPORATE
RESOLUTION(S) (WITH RAISED CORPORATE
SEAL), OR OTHER EVIDENCE OF AUTHORITY
TO ACT. PARTNERSHIPS SHOULD FURNISH COPY
OF PARTNERSHIP AGREEMENT.
TRUST/PENSION PLANS - COPY OF COVER PAGE OF THE TRUST OR
PENSION PLAN, ALONG WITH COPY OF THE
SECTION(S) SETTING FORTH NAMES AND
POWERS OF TRUSTEE(S) AND ANY AMENDMENTS
TO SUCH SECTIONS OR APPOINTMENT OF
SUCCESSOR TRUSTEE(S).
(Continued on Back)
<PAGE>
4. TAX CERTIFICATION-U.S. PERSONS. A Limited Partner who or which is a
United States citizen OR a resident alien individual, a domestic
corporation, a domestic partnership, a domestic trust or a domestic
estate (collectively, "United States Persons") as those terms are defined
in the Code and Income Tax Regulations, should follow the instructions
below with respect to certifying Boxes A and B (on the reverse side of
the Letter of Transmittal).
TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax backup
withholding, the Limited Partner must furnish his, her or its TIN as
printed (or corrected) on the front of the Letter of Transmittal and
certify under penalties of perjury, Box A, B and, if applicable, Box C.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE FOLLOWING
NOTE AS A GUIDELINE:
NOTE: Individual Accounts should reflect their own TIN. Joint Accounts
should reflect the TIN of the person whose name appears first. Trust
Accounts should reflect the TIN assigned to the Trust. Custodial accounts
for the benefit of minors should reflect the TIN of the minor.
Corporations or other business entities should reflect the TIN assigned
to that entity.
Box A-Substitute Form W-9.
(i) In order to avoid 31% federal income tax backup withholding, the
Limited Partner must certify that the TIN as printed (or corrected) on
the Letter of Transmittal to the Purchaser and certify, under penalties
or perjury, that such Limited Partner is not subject to such backup
withholding. The TIN being provided on the Substitute Form W-9 is that
of the registered Limited Partner as indicated on the front of the
Letter of Transmittal. If a correct TIN is not provided, penalties may
be imposed by the IRS, in addition to the Limited Partner being subject
to backup withholding. Certain Limited Partners (including, among
others, all corporations) are not subject to backup withholding.
Backup withholding is not an additional tax. If withholding results
in an overpayment of taxes, a refund may be obtained from the IRS.
(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
BOX B - FIRPTA AFFIDAVIT. To avoid withholding of tax pursuant to
Section 1445 of the Code, each Limited Partner who or which is a United
States Person (as defined in Instruction 4 above) must certify, under
penalties of perjury, the Limited Partner's TIN and address, and that the
Limited Partner is not a foreign person. Tax withheld under Section 1445
of the Internal Revenue Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be obtained from the IRS.
CHECK THE BOX IN BOX B, PART (i) ONLY IF YOU ARE NOT A U.S. PERSON, AS
DESCRIBED THEREIN. CORPORATIONS SHOULD INSERT THE STATE OF INCORPORATION
IN THE BLANK PROVIDED FOR THAT PURPOSE IN BOX B.
5. BOX C - FOREIGN PERSONS. In order for a Limited Partner who is a foreign
person (i.e., not a United States Person as defined in Instruction 4
above) to qualify as exempt from 31% backup withholding, such foreign
Limited Partner must certify, under penalties of perjury, the statement
in Box C of this Letter of Transmittal attesting to that foreign person's
status by checking the box in such statement. UNLESS SUCH BOX IS CHECKED,
SUCH FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER
SECTION 1445 OF THE CODE.
6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.
7. ASSIGNEE STATUS. Assignees must provide documentation to the
Administrative Agent/Depositary which demonstrates, to the satisfaction
of the Purchaser, such person's status as an assignee.
8. INADEQUATE SPACE. If the space provided herein is inadequate, the
numbers of Units and any other information should be listed on a separate
schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.
FOR INFORMATION REGARDING THE OFFER,
CONTACT THE PURCHASER AT:
(800) 829-9213, EXT. 12
FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL
OR
FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, CALL
(800) 243-8440
THE LETTER OF TRANSMITTAL SHOULD BE SENT TO THE
ADMINISTRATIVE AGENT/DEPOSITARY AT:
THE HERMAN GROUP, INC.
2121 SAN JACINTO STREET, 26TH FLOOR
DALLAS, TEXAS 75201
TELEPHONE: (800) 243-8440
Facsimile: (214) 999-9323
OR
(214) 999-9348
<PAGE>
Exhibit (a)(6)
Page 20
<PAGE>
Exhibit (a)(6)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
101 ARCH STREET
BOSTON, MA 02110
(800) 829-9213 EXT. 12
August 18, 1997
OFFER TO BUY UNITS OF BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED
PARTNERSHIP
INCREASED PRICE AND EXTENSION OF OFFER
Dear Limited Partners of Boston Financial Tax Credit Fund VII:
OLDHAM INSTITUTIONAL TAX CREDITS, LLC (THE "PURCHASER") HAS INCREASED THE
PURCHASE PRICE IN ITS OFFER TO PURCHASE UNITS IN THE BOSTON FINANCIAL
QUALIFIED HOUSING TAX CREDITS L.P. VII (THE "PARTNERSHIP") TO $820.00 PER
UNIT. IN ADDITION, THE OFFER PERIOD HAS BEEN EXTENDED TO AUGUST 29, 1997.
AS WE NOTED PREVIOUSLY, THIS IS A CONVENIENT OPPORTUNITY TO SELL YOUR UNITS.
The purchase price in the Purchaser's original offer was based on trading
prices for Units in the secondary market during the twelve-month period ended
June 30, 1997 and the estimated present value of the expected remaining
Low-Income Housing Credits. The $80.00 per Unit increase is in response to a
change in the market conditions caused by a tender offer being made by
affiliates of Everest Properties II, LLC (collectively "Everest") for two
other public limited partnerships that are affiliates of the Partnership.
The increased purchase price is also in response to a notice received on
August 6, 1997 of the possibility of a competing offer. See Section 11
("Background of the Offer") in the Supplement to the Offer to Purchase for
more information. Please consider the following points:
- - The price offered by Oldham is a net price to Limited Partners. All
transfer costs and fees will be paid for by Oldham.
- - Oldham will accept any number of units tendered by the Limited Partners,
up to a total of 12,730 Units, subject to the terms and conditions in the
Offer to Purchase dated July 24, 1997 as supplemented by the attached
Supplement to Offer to Purchase dated August 18, 1997 (the "Offer").
- - Limited Partners who choose to sell their Units will forgo future
Low-Income Housing Credit allocations and distributions, if any. There
can be no assurance that the overall benefits of continuing ownership
would not exceed the benefits of selling now.
- - There is a conflict between the desire of the Purchaser to purchase the
Units at a low price and the desire of the tendering Limited Partners to
sell their Units at a high price. The Purchaser is an affiliate of the
General Partners. Therefore, the General Partners have a conflict of
interest in responding to the Offer between the best interest of the
tendering Limited Partners in getting that high price and the best
interest of its affiliate, the Purchaser, in paying that low price.
Page 21
<PAGE>
- - No independent third party has been retained to evaluate or render an
opinion with respect to the fairness of the purchase price. There can be
no assurance that such a third party would agree that the purchase price
is fair.
- - The Purchaser anticipates that the sale of Units will NOT cause a
recapture of Low-Income Housing Credits previously taken.
- - The offering period has been extended and will expire at midnight,
Eastern time, on August 29, 1997.
- - Limited Partners who have previously tendered their Units need take no
further action. These partners will AUTOMATICALLY RECEIVE THIS INCREASED
PRICE BY OLDHAM.
A Limited Partner's decision to sell his/her units in the Partnership should
be based on many factors including investment objectives, ability to use the
Partnership's current benefits and the willingness to wait for potential
property sale proceeds for an additional eight years or more. The enclosed
supplement to the Offer to Purchase should be read very carefully. IT
PROVIDES SPECIFIC DETAILS ABOUT THE REVISED TERMS OF THE OFFER AND ITS
CONSEQUENCES TO YOU. YOU SHOULD CONSULT WITH YOUR ADVISORS ABOUT THE
FINANCIAL, TAX, LEGAL AND INVESTMENT IMPLICATIONS TO YOU OF ACCEPTING THE
OFFER. To accept the Offer, complete and sign the Letter of Transmittal
which is enclosed and return it in the postage paid return envelope. If you
need additional forms, please contact The Herman Group at 1-800-243-8440. In
addition, please feel free to call Oldham Institutional Tax Credits LLC at
1-800-829-9213 ext. 12 if you have any questions.
Sincerely,
Oldham Institutional Tax Credits LLC
Page 22
<PAGE>
Exhibit (a)(7)
Page 23
<PAGE>
Exhibit (a)(7)
FOR IMMEDIATE RELEASE
OLDHAM INSTITUTIONAL TAX CREDITS LLC EXTENDS OFFERS AND INCREASES
PURCHASE PRICES
Boston, Massachusetts (August 18, 1997) - Oldham Institutional Tax Credits
LLC ("Oldham") today announced that it has extended the expiration date of
its tender offers for limited partnership units ("Units") in each of Boston
Financial Qualified Housing Tax Credits L.P. V, A Limited Partnership, Boston
Financial Tax Credit Fund VII, A Limited Partnership and Boston Financial Tax
Credit Fund VIII, A Limited Partnership until 12:00 midnight, Eastern Time,
on Friday, August 29, 1997.
Oldham also announced today that it has increased the purchase price in each
of the offers as follows: (i) Boston Financial Qualified Housing Tax Credits
L.P. V, new purchase price $635 per Unit; (ii) Boston Financial Tax Credit
Fund VII, new purchase price $820 per Unit; and (iii) Boston Financial Tax
Credit Fund VIII, new purchase price $880 per Unit.
As of August 15, 1997, according to information provided by the Information
Agent/Depositary, approximately 2,302 Units of Boston Financial Qualified
Housing Tax Credits L.P. V, 1,717 Units of Boston Financial Tax Credit Fund
VII, 634 Units of Boston Financial Tax Credit Fund VIII had been tendered to
Oldham, and not withdrawn, pursuant to the terms of the tender offers.
Copies of any of the tender offer materials may be obtained from The Herman
Group, Inc., the Information Agent/Depositary for the tender offers at
1-800-243-8440.
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