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 VIII, A LIMITED PARTNERSHIP
(Name of Issuer)
UNITS
(Title of Class of Securities)
10065E100
(CUSIP Number of Class Securities)
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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
September 12, 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
47other provisions of the Act (however, see the Notes).
Cusip No.: 10065E100
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 2,441 Units of limited
Shares partnership interests
Beneficially -------------------------------------------------------
Owned By 8. Shared Voting Power 0
Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 2,441 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
2,441 Units
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
{ }
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13. Percent of Class Represented by Amount in Row (11)
6.7%
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14. Type of Reporting Person (See Instructions)
OO
Cusip No.: 10065E100 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 2,441 Units of limited
Shares partnership nterests
Beneficially -------------------------------------------------------
Owned By 8. Shared Voting Power 0
Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 2,441 Units of limited
Person With partnership interests
------------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,441 Units
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
{ }
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13. Percent of Class Represented by Amount in Row (11)
6.7%
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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 VIII, 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 2,441 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 2,441 Units as of the date hereof for an
aggregate purchase price of approximately $2,257,925. 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 2,441 Units, which
constitutes approximately 6.7% of the Units outstanding. (All
calculations of percentages of beneficial ownership in this
Schedule 13D are based on there being 36,497 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 16, 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.
