<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
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BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
(Name of Subject Company)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
(Bidder)
UNITS
(Title of Class of Securities)
10065E100
(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)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
$8,440,625 $1,688.13
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*For purposes of calculating the filing fee only. This amount assumes the
purchase of 9,125 Units of limited partnership interests ("Units") of the
subject company for $925.00 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: $1,606
Form or Registration No. Schedule 14D-1
Filing party: Oldham Institutional Tax Credits L.L.C.
Date Filed: July 24, 1997
<PAGE>
Cusip No.: 10065E100 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 Arch Street VIII, Inc., the general partner of Arch
Street VIII Limited Partnership, which is the general partner of the
Subject Company. Arch Street VIII, Inc. acquired a fractional Unit in the
Subject Company in 1993 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
Page 2
<PAGE>
Cusip No.: 10065E100 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 Arch Street VIII, Inc., the general partner of Arch
Street VIII Limited Partnership, which is the general partner of the
Subject Company. Arch Street VIII, Inc. acquired a fractional Unit in the
Subject Company in 1993 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
Page 3
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission (the "SEC") on July 24, 1997
by Oldham Institutional Tax Credits LLC, a Massachusetts limited liability
company ("the Purchaser"), as amended by Amendment No. 1 thereto, which was
filed with the SEC on August 18, 1997, relating to the tender offer by the
Purchaser to purchase up to 9,125 issued and outstanding Units of limited
partnership interests ("Limited Partnership Interests") in Boston Financial Tax
Credit Fund VIII, 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 Supplement to the Offer to Purchase, a
copy of which is attached hereto as Exhibit (a)(8) (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, the Letter of Transmittal
with respect to the Supplement, which is attached hereto as Exhibit (a)(9),
the Letter to the Limited Partners, which is attached hereto as Exhibit
(a)(10) and the Press Release, which is attached hereto as Exhibit (a)(11),
is incorporated herein in its entirety by reference.
Page 4
<PAGE>
Item 11. Material to be Filed as Exhibits.
99.(a)(8) Supplement to Offer to Purchase dated August 25, 1997.
99.(a)(9) Letter of Transmittal with respect to Supplement.
99.(a)(10) Cover Letter, dated August 25, 1997, from Oldham Institutional
Tax Credits LLC to the Limited Partners.
99.(a)(11) Press Release dated August 25, 1997.
Page 5
<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: August 25, 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
Page 6
<PAGE>
INDEX TO EXHIBITS
99.(a)(8) Supplement to Offer to Purchase dated August 25, 1997.
99.(a)(9) Letter of Transmittal with respect to Supplement.
99.(a)(10) Cover Letter, dated August 25, 1997, from Oldham Institutional
Tax Credits LLC to the Limited Partners.
99.(a)(11) Press Release dated August 25, 1997.
<PAGE>
Exhibit 99.(a)(8)
SUPPLEMENT TO THE
OFFER TO PURCHASE
UP TO 9,125
UNITS
in
BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
for
$925.00 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 SEPTEMBER 8, 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 9,125 of the issued and outstanding Units ("Units") of limited partnership
interests ("Limited Partnership Interests") in Boston Financial Tax Credit Fund
VIII, 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, the Supplement dated August 18, 1997 and
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 VIII, A Limited
Partnership:
INTRODUCTION
The Introduction to the Offer to Purchase is hereby supplemented and
amended as follows:
The Purchaser hereby supplements and amends its Offer to increase the
Purchase Price to $925.00 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, the Supplement dated August
18, 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
September 8, 1997, unless extended.
<PAGE>
The thirteenth bullet paragraph under the subtitle "FACTORS TO BE
CONSIDERED BY LIMITED PARTNERS.", which referred to the difference in purchase
prices when the Everest offer was at $840 per Unit is hereby deleted.
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THE PURCHASE PRICE HAS BEEN INCREASED TO $925.00 PER UNIT. LIMITED
PARTNERS WHO HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL
AUTOMATICALLY RECEIVE THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER
ACTION.
-------------------------------------------------
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 September 8, 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.
3. PROCEDURE FOR TENDERING UNITS.
To reflect the assignment of the benefits to be derived from the Units
after August 31, 1997, notwithstanding the extension of the Expiration Date
of the Offer, beyond such date Section 3 of the Offer to Purchase is hereby
amended by replacing the second paragraph under the sub-caption "APPOINTMENT
AS PROXY; POWER OF ATTORNEY" with the following:
In addition, 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 (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 August 31, 1997, 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 Partner (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 to 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.
In addition, Section 3 of the Offer to Purchase is also hereby amended
by replacing the paragraph under the sub-caption "Assignment of Entire
Interest in the Partnership" with the following:
ASSIGNMENT OF ENTIRE INTEREST IN THE PARTNERSHIP. By executing and
delivering the 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 August 31, 1997, in
respect of the Units tendered by such Limited Partner and accepted
for payment by the Purchaser, regardless of the fact that the
Partnership Agreement provides that transfers are effective on the
first day of the fiscal quarter following the fiscal quarter in
which the transfer occurs. 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.
6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
Section 6 in the Offer to Purchase is hereby amended and supplemented to
reflect the increase in the Purchase Price. The paragraph contained in such
section under the subtitle "CONSEQUENCES TO TENDERING LIMITED PARTNERS", which
states in dollar amounts the long term capital gain and certain other expected
tax effects of accepting the Offer is replaced with the following:
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 $83 per Unit in connection with a sale pursuant to
this Offer. This would result in a tax liability of approximately $17 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 $158 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 $39 per Unit from the
transaction.
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 $8,440,625
(exclusive of fees and expenses) will be required to purchase the
Units sought pursuant to the Offer, if tendered.
<PAGE>
13. PURCHASE PRICE CONSIDERATIONS.
Section 13 in the Offer to Purchaser is hereby supplemented as follows:
The Purchaser has increased the Purchase Price to $925.00 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 offer
that has been commenced on the Partnership by Everest Properties, LLC and/or its
affiliates (collectively "Everest") and the increase in the Everest purchase
price to $925 per Unit on August 20, 1997.
************
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
Administrative 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 25, 1997
<PAGE>
Exhibit 99.(a)(9)
LETTER OF TRANSMITTAL
TO
TENDER UNITS
IN
BOSTON FINANCIAL TAX CREDIT FUND VIII, 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, AND THE SUPPLEMENT
TO OFFER TO PURCHASE DATED AUGUST 25, 1997
BY
OLDHAM INSTITUTIONAL TAX CREDITS LLC
TAX I.D. NO.:
NUMBER OF NUMBER OF (1) PURCHASE PRICE TOTAL PURCHASE
UNITS OWNED UNITS TENDERED PER UNIT PRICE
----------- -------------- -------- --------------
(1) If no indication is marked
in the Number of Units
(PLEASE INDICATE CHANGES OR CORRECTIONS Tendered Column, all Units
TO THE ADDRESS AND TAX I.D. NUMBER issued to you will be deemed
ABOVE, IF NECESSARY.) to have been tendered
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
EASTERN TIME, ON MONDAY, SEPTEMBER 8, 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 VIII, A Limited Partnership, a Massachusetts
limited partnership (the "Partnership"), specified above, pursuant to the
Purchaser's offer to purchase up to 9,125 of the issued and outstanding Units
at a purchase price of $925.00 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,
and the Supplement to Offer to Purchase dated August 25, 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 6, 1993, 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 Partner (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 August 31, 1997, 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 Partner (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,
(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, and (v) to immediately revoke and withdraw all
prior tenders of Units hereof. 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 August 31, 1997,
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>
NOTICE OF WITHDRAWAL OF ALL PRIOR TENDERS
Execution and delivery of this Letter of Transmittal shall constitute notice
that the undersigned irrevocably elects to withdraw all prior tenders of any
Units covered hereby made by such Limited Partner, including any tenders made
to Everest Tax Credit Investors, LLC and Everest Tax Credit Investors II, LLC
under their Offer dated August 11, 1997, as supplemented by the Notice of
Increase and Supplement to Offer to Purchase dated August 20, 1997, as it may
be amended.
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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.
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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 FOR ADDITIONAL COPIES
OF THE OFFER TO PURCHASE, 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 Monday, September 8, 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 99.(a)(10)
OLDHAM INSTITUTIONAL TAX CREDITS LLC
101 ARCH STREET
BOSTON, MA 02110
(800) 829-9213 EXT. 12
August 25, 1997
OFFER TO BUY UNITS OF BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED
PARTNERSHIP
INCREASED PRICE AND EXTENSION OF OFFER
Dear Limited Partners of Boston Financial Tax Credit Fund VIII:
OLDHAM INSTITUTIONAL TAX CREDITS, LLC (THE "PURCHASER") HAS INCREASED THE
PURCHASE PRICE IN ITS OFFER TO PURCHASE UNITS IN BOSTON FINANCIAL QUALIFIED
HOUSING TAX CREDITS L.P. VIII (THE "PARTNERSHIP") TO $925.00 PER UNIT. IN
ADDITION, THE OFFER PERIOD HAS BEEN EXTENDED TO MIDNIGHT, EASTERN TIME, ON
SEPTEMBER 8, 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 increase in purchase price is in response to a change in
the market conditions caused by a competing offer being made by affiliates of
Everest Properties II, LLC (collectively "Everest") and the increase in the
purchase price of the Everest offer to $925.00 per Unit. Please consider the
following points:
- - This 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 9,125 Units, subject to the terms and conditions in the Offer
to Purchase dated July 24, 1997, as supplemented by the Supplement to Offer
to Purchase dated August 18, 1997 and as further supplemented by the attached
Supplement to Offer to Purchase dated August 25, 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 Partner.
Therefore, the General Partner has 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.
- - 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 September 8, 1997.
- - LIMITED PARTNERS WHO HAVE PREVIOUSLY TENDERED THEIR UNITS NEED TAKE NO FURTHER
ACTION. THESE PARTNERS WILL AUTOMATICALLY RECEIVE THE HIGHER PRICE.
COMPETING OFFER FROM EVEREST
<PAGE>
- - Everest's offer is NOT net of Partnership transfer fees, WHICH MEANS THAT A
LIMITED PARTNER WHO TENDERS TO EVEREST WILL BE REQUIRED TO PAY A TRANSFER FEE
OF $10 PER UNIT TRANSFERRED ($100 MINIMUM).
- - Everest's offer is for a maximum of 1,825 Units, which is less than Oldham's
maximum of 9,125 Units. It is a more likely possibility that Everest may not
be able to accept all the Units tendered to it because proration, or
rejection, of some tendered Units may occur at the lower maximum level
established by Everest.
This letter supplements and amends the material previously sent to you
concerning the Oldham Offer (the "Oldham Disclosure Materials"). Oldham
reserves the right to extend, terminate or amend the Oldham Offer pursuant to
the terms set forth in the Oldham Disclosure Materials, as hereby amended and
supplemented. Any extension, termination or amendment of the Oldham Offer
will be followed as promptly as practicable by a public announcement thereof.
Without limiting the manner in which Oldham may choose to make any public
announcement, Oldham will have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the Dow Jones News
Service. In the case of an extension of the Oldham Offer, Oldham will make a
public announcement of such extension no later than 9:00 a.m., Eastern time,
on the next business day after the previously scheduled Expiration Date.
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>
Exhibit 99.(a)(11)
FOR IMMEDIATE RELEASE
OLDHAM INSTITUTIONAL TAX CREDITS LLC EXTENDS OFFERS AND INCREASES PURCHASE
PRICES
Boston, Massachusetts (August 25, 1997) - Oldham Institutional Tax
Credits LLC ("Oldham") today announced that it has extended the Expiration
Date of its tender offer for up to 17,200 Units of limited partnership
interest in Boston Financial Qualified Housing Tax Credits L.P. V, A Limited
Partnership interest, and up to 9,125 Units of limited partnership interest
in Boston Financial Tax Credit Fund VIII, A Limited Partnership until 12:00
midnight, Eastern Time, on Monday, September 8, 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 $675 per Unit; and (ii) Boston Financial
Tax Credit Fund VIII, new purchase price $925 per Unit.
As of August 22, 1997, according to information provided by the
Administrative Agent/Depositary, approximately 3,915 Units of Boston
Financial Qualified Housing Tax Credits L.P. V and, 1,084 Units of Boston
Financial Tax Credit Fund VIII had been tendered to Oldham, and not
withdrawn, pursuant to the terms of the tender offers for such Units.
Oldham reserves the right to extend, terminate or amend the Oldham Offers
pursuant to the terms set forth in the tender offer materials it has
disseminated to the applicable limited partners. Any extension, termination
or amendment of the Oldham Offers will be followed as promptly as practicable
by a public announcement thereof. Without limiting the manner in which
Oldham may choose to make any public announcement, Oldham will have no
obligation (except as otherwise required by applicable law) to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service. In the case of an extension
of either of the Oldham Offers, Oldham will make a public announcement of
such extension no later than 9:00 a.m., Eastern time, on the next business
day after the previously scheduled Expiration Date.
Copies of any of the tender offer materials may be obtained from The
Herman Group, Inc., the Administrative Agent/Depositary for the tender offers
at 1-800-243-8440.
