SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
(Name of Subject Company)
BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
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
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000
Item 1. Security and Subject Company.
The name of the subject company is 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. The general partner of the Partnership is Arch
Street VIII Limited Partnership, a Massachusetts limited partnership, with
principal executive offices at 101 Arch Street, Boston, Massachusetts 02110
(the "General Partner"). The title of the class of equity securities to which
this statement relates is the Partnership's Units ("Units") representing units
of limited partnership interests in the Partnership.
Item 2. Tender Offer of the Bidder.
This Schedule 14D-9 relates to the offer by Oldham Institutional Tax
Credits LLC ("the Purchaser"), a Massachusetts limited liability company and
an affiliate of the General Partner, disclosed in a Tender Offer Statement on
Schedule 14D-1 dated July 24, 1997 (the "Schedule 14D-1"), to purchase up to
9,125 issued and outstanding Units at a purchase price of $800 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 and the related Letter of Transmittal, as each may be
supplemented, modified or amended from time to time (which collectively
constitute the "Oldham Offer" and are contained within the Schedule 4D-1).
The address of the Purchaser's principal executive offices is 101 Arch
Street, Boston, Massachusetts 02110.
Item 3. Identity and Background.
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b) (1) The Partnership does not have any employees, directors or
executive officers. All decisions with respect to the management of the
Partnership and its affairs are made only with the consent of its General
Partner. The Purchaser is an affiliate of the General Partners. Except as
described below, there are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between the
General Partner or its affiliates and the Partnership and its affiliates.
The General Partner and its affiliates have received or will receive
certain types of compensation, fees or other distributions in connection with
the operations of the Partnership. The arrangements for payment of
compensation and fees, as set forth in the Partnership's Amended and Restated
Agreement of Limited Partnership, dated as of December 6, 1993, as amended to
date (the "Partnership Agreement"), the Partnership's prospectus and other
publicly filed documents, were not determined in arm's-length negotiations
with the Partnership.
In accordance with the Partnership Agreement, the Partnership is
required to pay certain fees to and reimburse expenses of the General Partner
and others in connection with the organization of the Fund and the offering of
its Limited Partnership Units. Selling commissions, fees and accountable
expenses related to the sale of the Units totaling $4,664,369 have been
charged directly to Limited Partners' equity. In connection therewith,
$2,828,918 of selling expenses and $1,835,451 of offering expenses incurred on
behalf of the Partnership have been paid to an affiliate of the General
Partner. The Fund may be required to pay a non-accountable expense allowance
for marketing expense equal to a maximum of 1% of gross offering proceeds.
The Partnership has capitalized an additional $50,000 which was reimbursed to
an affiliate of the General Partner. Total organization and offering expenses
exclusive of selling commissions and underwriting advisory fees did not exceed
5.5% of the gross offering proceeds and organizational and offering expenses,
inclusive of selling commissions and underwriting advisory fees, did not
exceed 15.0% of the gross offering proceeds. Payments made and expenses
reimbursed in the years ended March 31, 1997, 1996 and 1995, are as follows:
1997 1996 1995
Organizational fees and expenses
and selling expenses $ - $(5,832) $3,958,903
In accordance with the Partnership Agreement, the Partnership is
required to pay acquisition fees to and reimburse acquisition expenses of the
General Partner or its affiliates for selecting, evaluating, structuring,
negotiating, and closing the Partnership's investments in Local Limited
Partnerships. Acquisition fees total 6% of the gross offering proceeds.
Acquisition expenses which include such expenses as legal fees and expenses,
travel and communications expenses, costs of appraisals, accounting fees and
expenses, are totalled 1.5% of the gross offering proceeds. Acquisition fees
totaling $2,189,820 for the closing of the Partnership's investments in Local
Limited Partnerships were paid to an affiliate of the General Partner.
Acquisition expenses totaling $335,196 were reimbursed to an affiliate of the
General Partner. Payments made and expenses reimbursement in the years ended
March 31, 1997, 1996 and 1995 are as follows:
Acquisition fees and expenses 1997 1996 1995
$888 $144,429 $2,068,027
Pursuant to the Partnership Agreement, an affiliate of the General
Partner is entitled to a fee (the "Asset Management Fee") for its services in
connection with the administration of the affairs of the Partnership
(including, without limitation, coordination of communications between the
Partnership and Limited Partners and with the Local Limited Partnerships). The
Asset Management Fee is payable annually and is calculated by multiplying
0.50% by the consumer price index and then multiplying the product by the
gross proceeds of the offering. This formula currently results in the amount
of .544% being multiplied by the gross proceeds of the offering. The Asset
Management Fees during the years ended March 31, 1997, 1996 and 1995 are as
follows:
1997 1996 1995
Asset Management Fees 193,635 188,630 221,684
According to the Partnership Agreement, the General Partner is also
entitled to receive a subordinated disposition fee (the "Subordinated
Disposition Fee") for services rendered in connection with the sale of a
property or the sale of the Partnership's interest in a Local Limited
Partnership. Payment of such fee shall be subordinated to the return of
Limited Partners 6% return as set forth in the Partnership Agreement. Each
Disposition Fee is equal to 1% of the sale price in respect of any such sale
(including the principal amount of any mortgage loans and any related seller
financing with respect to a property to which such sale is subject). . For the
year ended March 31, 1997, the General Partner did not earn any Subordinated
Disposition Fee.
According to the Form 10-K, the Partnership does not have any employees,
but an affiliate of the General Partner is reimbursed for the cost of certain
salaries and benefits expenses which are incurred by an affiliate of the
General Partner on behalf of the Partnership. The reimbursements are based
upon the size and complexity of the Partnership's operations. Reimbursements
made in the years ended March 31, 1997, 1996 1995, are as follows:
1997 1996 1995
Salaries and benefits expense
reimbursement $108,120 $119,711 $100,693
Boston Financial Property Management ("BFPM"), an affiliate of the
Managing General Partner, currently manages Beaverdam Creek, a property in
which the Partnership has invested. The property management fee charged is
equal to 4% of cash receipts. BFPM earned such fees in the amount of $27,556
and $11,388 of fees earned by BFPM for the years ended March 31, 1997 and
1996, respectively. Property construction was completed in September, 1995,
as a result, no fees were earned prior to the year ended March 31, 1996.
In accordance with the Partnership Agreement, the General Partner of the
Partnership receives 1% of cash distributions made to partners. As of March
31, 1997, the Fund has not paid any cash distributions to partners.
In accordance with the Partnership Agreement, an affiliate of the
General Partner (SLP, Inc.) is entitled to receive up to $10,000 from the sale
or refinancing proceeds of each Local Limited Partnership, if such affiliate
is still a limited partner of that Local Limited Partnership at the time of
such transaction.
The General Partner and its respective officers and directors, are each
entitled to indemnification under certain circumstances from the Partnership
pursuant to provisions of the Partnership Agreement. Generally, the General
Partner are also entitled to reimbursement of expenditures made on behalf of
the Partnership.
In addition, under the terms of the Partnership Agreement, upon the
removal of a General Partner by the Limited Partners or upon the occurrence of
an "Event of Withdrawal", as defined in the Partnership Agreement, the removed
General Partner may be entitled to receive the fair market value of its
interest, which will be payable over a five-year period.
The General Partner and its respective officers and directors are
entitled to indemnification under certain circumstances from the Partnership
pursuant to provisions of the Partnership Agreement. Generally, the General
Partner is also entitled to reimbursement of expenditures made on behalf of
the Partnership.
In addition, under the terms of the Partnership Agreement, upon the
removal of a General Partner by the Limited Partners of the Partnership (the
"Limited Partners") or upon the occurrence of an "Event of Withdrawal", as
defined in the Partnership Agreement, the General Partner may be entitled to
the fair market value of its interest, which will be payable over a five year
period.
(2) Except as described below, there are no material contracts,
agreements, arrangements or understandings or any actual or potential
conflicts of interest between the General Partner or its affiliates and the
Purchaser, its executive officers, directors or affiliates. The Purchaser is
an affiliate of the General Partner of the Partnership. The executive officers
and directors of the Purchaser also serve as executive officers and directors
of the managing general partner of the General Partner. Therefore, the
Purchaser and the General Partner, subject to their fiduciary duties, may have
a conflict of interest with respect to certain matters involving the
Partnership and its partners.
The Partnership has been informed that the Purchaser expects to borrow
all of the funds to purchase Units pursuant to the Oldham Offer from an
affiliate of one of its members, on substantially the same economic terms and
conditions that such affiliate obtains those funds under an existing credit
facility with a national bank or that the Purchaser may seek alternative
financing from that bank or other national banks on different terms.
Item 4. The Solicitation or Recommendation.
(a) Following receipt of the terms of the Oldham Offer, the General
Partner reviewed and considered the Oldham Offer. Because of the conflict of
interest resulting from the affiliation between the Purchaser and the General
Partner, the General Partner is expressing no opinion and are remaining
neutral with respect to the Oldham Offer.
(b) Although the General Partner is not making a recommendation with
respect to the Oldham Offer, the General Partner believes that Limited
Partners should carefully consider the following factors in making their own
decisions of whether to accept or reject the Oldham Offer:
The Oldham Offer will provide Limited Partners with an immediate
opportunity to liquidate their investment in the Partnership. Limited
Partners who have a present or future need for the tax credits and/or tax
losses from the Units may, however, prefer to retain their Units and not
tender them pursuant to the Oldham Offer.
As stated by the Purchaser in the Oldham Offer, there may be a conflict of
interest between the Purchaser's desire to purchase the Units at a low
price and a Limited Partner's desire to sell its Units at a high price.
Therefore, Limited Partners might receive greater value if they hold their
Units, rather than tender. Furthermore, Limited Partners should be aware
that a secondary market exists for the Units.
LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE OLDHAM OFFER.
Limited Partners who tender their Units will lose the right to receive any
future distributions from the Partnership, including distributions from any
refinancing or sale of the Partnership's properties. The Partnership has
made no distributions to Limited Partners in the past, and there can be no
assurance as to the timing, amount or occurrence of any future
distributions.
Limited Partners should consult with their respective advisors about the
financial, tax, legal and other consequences of the Oldham Offer.
Item 5. Persons Retained, Employed or to Be Compensated.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person to make solicitations or recommendations to Limited Partners on its
behalf concerning the Oldham Offer.
Item 6. Recent Transactions and Intent With Respect to Securities.
(a) Neither the Partnership nor the General Partner or any of their
affiliates have effected any transactions in the Units during the past 60 days
(b) Neither the General Partner nor, to the knowledge of the General
Partner, any of their executive officers, directors, affiliates or
subsidiaries intend to tender Units owned by them to the Purchaser pursuant to
the Oldham Offer.
Item 7. Certain Negotiations and Transactions by the Subject
Company.
(a) No negotiation is being undertaken or is underway by the
Partnership in response to the Oldham Offer which relates to or would result
in: (1) an extraordinary transaction such as a merger or reorganization,
involving the Partnership or any subsidiary of the Partnership; (2) a
purchase, sale or transfer of a material amount of assets by the Partnership
or any subsidiary; (3) tender offer for or other acquisition of securities by
or of the Partnership; or (4) any material change in the present
capitalization or dividend policy of the Partnership.
(b) Except as described above or in Item 3(b), there are no
transactions, board resolutions, agreements in principle or signed contracts
in response to the Oldham Offer which relate to or would result in one or more
of the matters referred to in Item 7(a).
Item 8. Additional Information to Be Furnished.
None.
Item 9. Material to be Filed as Exhibits.
(a)(1) Letter from Boston Financial Tax Credit Fund VIII, A Limited
Partnership to Limited Partners, dated July 24, 1997.
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: July 24, 1997
BOSTON FINANCIAL TAX CREDIT VIII,
A LIMITED PARTNERSHIP
By: ARCH STREET VIII LIMITED
PARTNERSHIP, General Partner
By: ARCH STREET VIII, INC., its
General Partner
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
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EXHIBIT INDEX
EXHIBIT NO. TITLE
(a)(1) Letter from Boston Financial Tax
Credit Fund VIII, A Limited Partnership
to Limited Partners, dated July 24, 1997.
BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110
July 24, 1997
Dear Limited Partner:
As you are by now aware, Oldham Institutional Tax Credits LLC, a
Massachusetts limited liability company (the "Purchaser"), has made an offer
(the "Oldham Offer") to purchase Units representing units of limited
partnership interests ("Units") of Boston Financial Tax Credit Fund VIII, A
Limited Partnership (the "Partnership") for a cash purchase price of $800 per
Unit. The Purchaser is an affiliate of Arch Street VIII Limited Partnership ,
the general partner of the Partnership (the "General Partner").
The General Partner is expressing no opinion and are remaining neutral
with respect to the Oldham Offer. Although the General Partner is not making a
recommendation with respect to the Oldham Offer, the General Partner believes
that Limited Partners should carefully consider the following factors in
making their own decision of whether to accept or reject the Oldham Offer:
The Oldham Offer will provide Limited Partners with an immediate
opportunity to liquidate their investment in the Partnership. Limited
Partners who have a present or future need for the tax credits and/or tax
losses from the Units may, however, prefer to retain their Units and not
tender them pursuant to the Oldham Offer.
As stated by the Purchaser in the Oldham Offer, there may be a conflict of
interest between the Purchaser's desire to purchase the Units at a low
price and a Limited Partner's desire to sell its Units at a high price.
Therefore, Limited Partners might receive greater value if they hold their
Units, rather than tender. Furthermore, Limited Partners should be aware
that a secondary market exists for the Units.
LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE OLDHAM OFFER.
Limited Partners who tender their Units will lose the right to receive any
future distributions from the Partnership, including distributions from any
refinancing or sale of the Partnership's properties. The Partnership has
made no distributions to Limited Partners in the past, and there can be no
assurance as to the timing, amount or occurrence of any future
distributions.
Limited Partners should consult with their respective advisors about the
financial, tax, legal and other consequences of the Oldham Offer.
Enclosed is a copy of the Partnership's Statement on Schedule 14D-9
which has been filed with the Securities and Exchange Commission and sets
forth the Partnership's response to the Offer. Limited Partners are advised to
carefully read the Schedule 14D-9.
Please do not hesitate to call the Partnership at (800) 829-9210 (ext.
10) for assistance in any Partnership matter.
BOSTON FINANCIAL TAX CREDIT FUND
VIII, A LIMITED PARTNERSHIP
