SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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INDEPENDENCE TAX CREDIT PLUS L.P. II
(Name of Subject Company)
LEHIGH TAX CREDIT PARTNERS L.L.C.
LEHIGH TAX CREDIT PARTNERS, INC.
(Bidders)
BENEFICIAL ASSIGNMENT CERTIFICATES
(Title of Class of Securities)
45378B 10 4
(CUSIP Number of Class of Securities)
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J. Michael Fried
c/o Related Capital Company
625 Madison Avenue
New York, NY 10022
(212) 421-5333
Copy to:
Peter M. Fass
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
(Name, Address and Telephone Numbers of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
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$10,680,700 $2,136.14
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 14,732 Beneficial Assignment Certificates (representing
assignments of limited partnership interests) ("BACs") of the subject company
for $725 per BAC in cash.
{x} Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $2,136.14
Form or Registration No.: Schedule 14D-1
Filing Party: Lehigh Tax Credit Partners L.L.C.
Date Filed: November 10, 1997
(Continued on following pages)
(Page 1 of 6 pages)
<PAGE>
CUSIP No.: 45378B 10 4 14D-1 Page 2 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
85 Beneficial Assignment Certificates (representing assignments of
limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No.: 45378B 10 4 14D-1 Page 3 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS, INC.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) {X}
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; BK
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
85 Beneficial Assignment Certificates (representing assignments of
limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
CO
<PAGE>
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 November 10, 1997 by
Lehigh Tax Credit Partners L.L.C., a Delaware limited liability company (the
"Purchaser"), relating to the tender offer by the Purchaser to purchase up to
14,732 issued and outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests ("Limited Partnership
Interests") in Independence Tax Credit Plus L.P. II, a Delaware limited
partnership (the "Partnership"), to include the information set forth below.
Terms not otherwise defined herein shall have the meanings ascribed to them in
the Schedule 14D-1 and the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to BACs holders and the press
release dated December 5, 1997, copies of which are attached hereto as Exhibits
(a)(5) and (a)(6), respectively, is incorporated herein in its entirety by
reference and amends certain terms and conditions in the Offer to Purchase.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
(a)(5) Letter, dated December 5, 1997, from Lehigh Tax
Credit Partners L.L.C. to the holders of BACs.
(a)(6) Press Release dated December 5, 1997.
4
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 5, 1997
LEHIGH TAX CREDIT PARTNERS L.L.C.
By: Lehigh Tax Credit Partners, Inc., its managing
member
By: /s/ Alan P. Hirmes
-----------------------------------
Name: Alan P. Hirmes
Title: Vice President
LEHIGH TAX CREDIT PARTNERS, INC.
By: /s/ Alan P. Hirmes
---------------------------------
Name: Alan P. Hirmes
Title: Vice President
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. TITLE
- ------- -----
(a)(5) Letter, dated December 5, 1997, from Lehigh Tax
Credit Partners L.L.C. to the holders of BACs.
(a)(6) Press Release dated December 5, 1997.
6
LEHIGH TAX CREDIT PARTNERS L.L.C.
625 Madison Avenue
New York, New York 10022
December 5, 1997
OFFER TO PURCHASE EXTENDED TO TUESDAY, DECEMBER 30, 1997
$725 PER BAC
To BACs holders in Independence Tax Credit Plus L.P. II:
Lehigh Tax Credit Partners L.L.C., a Delaware limited
liability company (the "Purchaser"), has extended its offer to purchase up to
14,732 of the outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests of Independence Tax
Credit Plus L.P. II (the "Partnership") for a cash purchase price of $725 per
BAC, net to the seller in cash, upon the terms and subject to the conditions in
the Offer to Purchase, dated November 10, 1997, and the related Letter of
Transmittal (which together constitute the "Offer"). UNLESS EXTENDED BY THE
PURCHASER, THE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER
30, 1997. Except as described herein, all other terms and conditions of the
Offer remain unchanged.
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 Letter of Transmittal and forward it to The Herman Group,
Inc. in the business reply envelope provided.
In addition to information provided in the Offer previously
distributed to you, we wish to additionally advise you of the following:
o The Introduction to the Offer to Purchase discusses the
limited and sporadic secondary market in which the BACs are
traded. 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.
o As stated in Section 13 of the Offer to Purchase, the
Purchaser did not attempt to obtain current independent
valuations or appraisals of the underlying assets owned by the
Partnership.
This letter shall be deemed to amend the Offer to Purchase.
Should you have any questions, please contact The Herman Group, Inc. at (800)
532-5664. Informed and courteous agents are available to assist you.
LEHIGH TAX CREDIT PARTNERS L.L.C.
FOR IMMEDIATE RELEASE
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Contact: The Herman Group, Inc.
800-532-5664
Attention: Sherri M. Herman
LEHIGH TAX CREDIT PARTNERS EXTENDS OFFER
NEW YORK, NEW YORK (December 5, 1997) -- LEHIGH TAX CREDIT PARTNERS
L.L.C. has announced that its offer to purchase Beneficial Assignment
Certificates ("BACs") of Independence Tax Credit Plus L.P. II (the
"Partnership") for $725 per BAC has been extended and is now scheduled to expire
at 12:00 midnight, New York City time, on December 30, 1997. As of the close of
business on December 4, 1997, 2,474.5 BACs had been tendered to Lehigh Tax
Credit Partners and not withdrawn.
For additional information, contact The Herman Group, Inc., the
Information Agent/Depositary for the Offer by Lehigh Tax Credit Partners, at
800-532-5664.
