UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
(Name of Issuer)
UNITS
(Title of Class of Securities)
100652106
(CUSIP Number)
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Michael H. Gladstone, Esq.
c/o Boston Financial Securities, Inc.
101 Arch Street
Boston, MA 02110
(617) 439-3911
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Copies to:
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000
August 30, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Cusip No.: 100652106 SCHEDULE 13D
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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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Number of 7. Sole Voting Power 5329 Units of limited partnership
Shares interests
Beneficially ---------------------------------------------------------------
Owned By 8. Shared Voting Power 0
Each ------------------------------------------------------------------
Reporting 9. Sole Dispositive Power 5329 Units of limited partnership
Person With interests
------------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5329 Units
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12. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
{ }
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13. Percent of Class Represented by Amount in Row (7)
10.5%
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14. Type of Reporting Person (See Instructions)
OO
Cusip No.: 100652106 SCHEDULE 13D
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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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Number of 7. Sole Voting Power 5329 Units of limited partnership
Shares interests
Beneficially ---------------------------------------------------------------
Owned By 8. Shared Voting Power 0
Each ------------------------------------------------------------------
Reporting 9. Sole Dispositive Power 5329 Units of limited partnership
Person With interests
------------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5329 Units
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12. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
{ }
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13. Percent of Class Represented by Amount in Row (7)
10.5%
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14. Type of Reporting Person (See Instructions)
CO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT")
Item 1. Security and Issuer.
This statement relates to Units ("Units") of limited partnership
interests in Boston Financial Tax Credit Fund VII, A Limited Partnership, a
Massachusetts limited partnership (the "Partnership"), which has its principal
executive offices at 101 Arch Street, Boston, Massachusetts 02110.
Item 2. Identity and Background.
This Statement is filed jointly by Oldham Institutional Tax Credits LLC,
a Massachusetts limited liability company ("Oldham"), and West Cedar Managing,
Inc., a Massachusetts corporation (the "Managing Member"). Oldham and the
Managing Member are sometimes collectively referred to herein as the
"Reporting Persons."
Oldham was organized for the purpose of acquiring the Units pursuant to
a tender offer on Schedule 14D-1, commenced on July 24, 1997 (the "Tender
Offer"). The address of Oldham's principal business and its principal office
is 101 Arch Street, Boston, Massachusetts 02110. The managing member of
Oldham is the Managing Member. The directors of the Managing Member are
Michael H. Gladstone, William E. Haynsworth and Jenny Netzer. The Managing
Member is principally engaged in the business of serving as managing member of
Oldham and managing member of other limited liability companies or
partnerships involved in the acquisition of low-income housing credits. The
address of the Managing Member's principal business and its principal office
is 101 Arch Street, Boston, Massachusetts 02110.
Attached hereto as Appendix A is information concerning the executive
officers, directors and control persons of the Managing Member, which
information is required to be disclosed in response to Item 2 and General
Instruction C to Schedule 13D.
None of the Reporting Persons nor any of the persons or entities
referred to in Appendix A hereto has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of 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 or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons are deemed to beneficially
own 5329 Units. The source of all funds used to acquire beneficial ownership
of the Units is a loan (the "Loan") obtained by Oldham 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.
Oldham 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, Oldham may borrow those funds from its
affiliate(s). The Managing Member is deemed to beneficially own the Units
beneficially owned by Oldham. The Units beneficially owned by the Reporting
Persons were acquired as described below.
Pursuant to the Tender Offer and the administrative agent/depositary's
calculation of the number of Units tendered, Oldham purchased an aggregate of
5329 Units as of the date hereof for an aggregate purchase price of
approximately $4,369,780. Oldham obtained or will obtain all of such funds
from the Loan as described above.
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired beneficial ownership of the Units
for investment purposes and not with the purpose of changing or influencing
control of the Partnership. Each of the Reporting Persons retains the right,
however, to change such investment intent, to acquire additional Units or to
sell or otherwise dispose of all or part of the Units beneficially owned by
such Reporting Person in any manner permitted by law.
Although the foregoing currently reflects the present plans and
intentions of the Reporting Persons, the foregoing is subject to change at any
time. The Reporting Persons have and will, on an on-going basis, continue to
evaluate their investment in the Partnership. In the event of a material
change in the present plans or intentions of the Reporting Persons, the
Reporting Persons will amend this Schedule 13D to reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, the Reporting Persons are
deemed to beneficially own an aggregate of 5329 Units, which constitutes
approximately 10.5% of the Units outstanding. (All calculations of
percentages of beneficial ownership in this Schedule 13D are based on
there being 50,930 Units outstanding as of March 31, 1997, as disclosed
on the Partnership's annual report on Form 10-K for the period ended
March 31, 1997.) The Reporting Persons have sole voting and sole
dispositive power of all such Units beneficially owned.
(c) Except for the Units purchased pursuant to the Tender Offer,
neither Oldham, the Managing Member, and to the best of Oldham's knowledge,
the persons listed on Appendix A, nor any affiliate thereof has effected any
transaction in the Units within the past 60 days.
(d) The Reporting Persons have no knowledge of any persons who have
the right to receive or the power to direct the receipt of distributions from,
or the proceeds from the sale of, any Units beneficially owned by the
Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Item 3, Item 4 and Item 5 above is hereby
incorporated herein by reference.
Except as described above, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to
any securities of the Partnership.
Item 7. Material to be Filed as Exhibits.
None
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
APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF WEST CEDAR MANAGING, INC.
Set forth below is the name, current business address, present principal
occupation, and employment history for at least the past five years of each
executive officer and director of WEST CEDAR MANAGING, INC. (the "Managing
Member"). Each person listed below is a citizen of the United States.
The principal officers and directors of West Cedar Managing, Inc. are:
Jenny Netzer President and Treasurer
William E. Haynsworth Managing Director, Chief Operating Officer
Michael H. Gladstone Managing Director
Paul F. Coughlan Vice President
Peter G. Fallon, Jr. Vice President
Randolph G. Hawthorne Vice President
The Managing Directors of West Cedar Managing, Inc. comprise its board
of directors and also collectively perform the function of chief executive
officer of West Cedar Managing, Inc. Each Managing Director will serve as a
director of West Cedar Managing, Inc. until his or her successor is elected
and qualified. All the above officers occupy executive positions in The
Boston Financial Group Limited Partnership ("Boston Financial"), an affiliate
of the Purchaser.
Jenny Netzer, age 41, is a graduate of Harvard University (B.A., 1976)
and received a Master's in Public Policy from Harvard's Kennedy School of
Government in 1982. She jointed Boston Financial in 1987 and is a Senior Vice
President leading the Institutional Tax Credit Team, which is responsible for
developing, marketing and managing institutional tax credit products.
Previously, she led the company's new business initiatives, helping guide the
company's efforts in the areas of publicly-traded real estate securities and
senior housing. She is also a member of the Senior Leadership Team of Boston
Financial, which is responsible for the strategic direction of the company.
Previously Ms. Netzer managed the firm's Asset Management division. Before
joining Boston Financial, she was Deputy Budget Director for the Commonwealth
of Massachusetts. Ms. Netzer was also Assistant Controller at Yale University
and has been a member of the Watertown Zoning Board of Appeals.
William E. Haynsworth, age 57, graduated from Dartmouth College and
Harvard Law School. Mr. Haynsworth was Acting Executive Director of the
Massachusetts Housing Finance Agency, where he was also General Counsel, prior
to becoming a Vice President of Boston Financial in 1977 and a Senior Vice
President in 1986. He has also served as Director of Non-Residential
Development of the Boston Redevelopment Authority and as an associate of the
law firm of Goodwin, Procter & Hoar in Boston. Mr. Haynsworth is a member of
the Senior Leadership Team and Board of Directors of Boston Financial, and is
the senior executive responsible for structuring and acquiring real estate
investments.
Michael H. Gladstone, age 41, graduated from Emory University (B.A.
1978) and Cornell University (J.D., MBA 1982). He joined Boston Financial in
1985, and currently serves as a Vice President and the company's General
Counsel. Mr. Gladstone is also a member of the Senior Leadership Team of
Boston Financial. Prior to joining Boston Financial, Mr. Gladstone was
associated with the law firm of Herrick & Smith. Mr. Gladstone is a member of
the National Realty Committee and serves on the advisory board to the Housing
and Development Reporter, a national publication on housing issues.
Paul F. Coughlan, age 53, is a graduate of Brown University (A.B., 1965)
and served in the United States Navy before entering the securities business
in 1969. He was employed as an investment broker by Bache & Company until
1972, and then by Reynolds Securities Inc. He joined Boston Financial in 1975
as a Vice President in the real estate investment marketing area and was named
a Senior Vice President in 1986. Mr. Coughlan is a member of the
Institutional Tax Credit Team with responsibility for the marketing of real
estate investments.
Peter G. Fallon, Jr., age 59, graduated from the College of the Holy
Cross (B.S. 1960) and Babson College (M.B.A., 1965). He joined Boston
Financial in 1970, shortly after its formation, and is currently a Senior Vice
President and a member of the Institutional Tax Credit Team with
responsibility for the marketing of real estate investments.
Randolph G. Hawthorne, age 46, is a graduate of Massachusetts Institute
of Technology and Harvard Graduate School of Business. He has been associated
with Boston Financial since 1973 and has served as the Treasurer of Boston
Financial and manager of the company's Investment Real Estate division.
Currently a Senior Vice President of Boston Financial, Mr. Hawthorne's primary
responsibility is structuring and acquiring real estate investments and
development new business opportunities. He also serves on the Board of
Directors of Boston Financial. Mr. Hawthorne currently serves as Chairman of
the National Multi-Housing Council and is a former President of the National
Housing and Rehabilitation Association. He is also a member of the Urban Land
Institute's Multifamily Residential Council and a member of the Advisory Board
of the University of California, Berkeley Real Estate Center.
