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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO THE
SCHEDULE 14D-9
FILED ON AUGUST 18, 1997
and
AMENDMENT NO. 2
to the
SCHEDULE 14D-9
FILED ON JULY 24, 1997 AND PREVIOUSLY
AMENDED AUGUST 18, 1997
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
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This Amendment amends the Schedule 14D-9s previously filed (and as amended
to date, if applicable) (the "Previously Filed Schedule 14D-9") by Boston
Financial Tax Credit Fund VIII, A Limited Partnership, a Massachusetts
limited partnership (the "Partnership") with regard to the tender offer
disclosed in a Tender Offer Statement on Schedule 14D-1 dated July 24, 1997,
as amended by the amendment thereto dated August 18, 1997, by Oldham
Institutional Tax Credits LLC ("Oldham"), a Massachusetts limited liability
company and an affiliate of the General Partner and with regard to the
competing tender offer by Everest Tax Credit Investors, LLC, a California
limited liability company, and Everest Tax Credit Investors II, LLC, a
California limited liability (together, Everest") disclosed in a Tender Offer
Statement on Schedule 14D-1 dated August 11, 1997. This Amendment amends the
previously filed Schedule 14D-9 to reflect the changes to date in each of the
tender offers. Capitalized terms used but not defined herein have the
meaning ascribed to them in the Previously Filed Schedule 14D-9.
Item 2. Tender Offer of the Bidder.
Item 2 is hereby amended in its entirety as follows:
This Schedule 14D-9 relates to the following two offers:
1. The Oldham Offer: The offer by Oldham Institutional Tax Credits LLC
("Oldham"), 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, as amended by Amendment No. 1 thereto dated August 18,
1997 and as further amended by Amendment No. 2 thereto dated August 25, 1997
as amended, (the "Oldham Schedule 14D-1"), to purchase up to 9,125 issued and
outstanding Units upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 24, 1997, as supplemented August 18, 1997
and as further supplemented by the Supplement thereto dated August 25, 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 Oldham Schedule 14D-1). Oldham has
increased the purchase price for the Oldham Offer from $880 per Unit to $925
per Unit, net to the seller in cash (the "Oldham Purchase Price"), without
interest thereon.
The address of Oldham's principal executive offices is 101 Arch Street,
Boston, Massachusetts 02110.
2. The Everest Offer: The offer by Everest Tax Credit Investors, LLC, a
California limited liability company, and Everest Tax Credit Investors II,
LLC, a California limited liability company (together, "Everest"), disclosed
in a Tender Offer Statement on Schedule 14D-1 dated August 11, 1997, as
amended by the amendment thereto dated August 20, 1997 (as amended, the
"Everest Schedule 14D-1"), to purchase up to 1,825 issued and outstanding
Units upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 11, 1997 as supplemented by the Supplement thereto
dated August 20, 1997, and the related
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Letter of Transmittal, as each may be supplemented, modified or amended from
time to time (which collectively constitute the "Everest Offer" and are
contained within the Everest Schedule 14D-1). Everest has increased the
purchase price for the Everest Offer from $840 per Unit to is $925 per Unit
(the "Everest Purchase Price"), without interest thereon.
The address of Everest's principal executive offices is 199 South Robles
Avenue, Suite 440, Pasadena, California 91101.
Item 4. The Solicitation or Recommendation.
Item 4(a) is hereby amended in its entirety as follows:
(a) 1. The Oldham Offer: Following receipt of the terms of the Oldham
Offer as supplemented August 18, 1997 and as further supplemented on August
25, 1997, the General Partner again reviewed and considered the Oldham Offer.
Because of the conflict of interest resulting from the affiliation between
Oldham and the General Partner, the General Partner is expressing no opinion
and is remaining neutral with respect to the Oldham Offer.
2. The Everest Offer: Following receipt of the terms of the
Everest Offer as supplemented on August 20, 1997, the General Partner again
reviewed and considered the Everest Offer. Because of the conflict of
interest resulting from the affiliation between Oldham and the General
Partner, the General Partner is expressing no opinion and is remaining
neutral with respect to the Everest Offer.
Item 4(b) is hereby amended by replacing the fifth bullet paragraph with
the following bullet paragraph
* The Everest Offer is for $925 per Unit. The Oldham Offer is for $925
per Unit.
Item 9. Material to be Filed as Exhibits.
(a)(2) Letter from Boston Financial Tax Credit Fund, VIII A Limited
Partnership, to Limited Partners, dated August 27, 1997.
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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 27, 1997
BOSTON FINANCIAL TAX CREDIT FUND 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
99.(a)(2) Letter from Boston Financial Tax Credit
Fund VIII, A Limited Partnership, to Limited
Partners, dated August 27, 1997.
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BOSTON FINANCIAL TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110
August 27, 1997
Dear Limited Partner:
As you are by now aware, two unrelated bidders have made offers to
purchase units representing units of limited partnership interests
("Units") of Boston Financial Tax Credit Fund VIII, A Limited Partnership
(the "Partnership") and both bidders have recently revised such offers:
(i) Oldham Institutional Tax Credits LLC, a Massachusetts limited
liability company ("Oldham"), has made an offer (the "Oldham Offer")
to purchase Units for an increased cash purchase price of $925 per
Unit. The Purchaser is an affiliate of Arch Street VIII Limited
Partnership, the general partner of the Partnership (the "General
Partner"), and
(ii) Everest Tax Credit Investors, LLC, a California limited
liability company, and Everest Tax Credit Investors II, LLC, a
California limited liability company (together, "Everest"), has made
an offer (the "Everest Offer") to purchase Units for an increased
cash purchase price of $925 per Unit.
Because the General Partner is affiliated with Oldham, the General
Partner is expressing no opinion and are remaining neutral with respect
to the Oldham Offer and the Everest Offer . Although the General Partner
is not making a recommendation with respect to either 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 or the Everest Offer:
- - Oldham is an affiliate of the General Partner. The executive officers
and directors of the managing member of Oldham also serve as the
executive officers and directors of the General Partner. Therefore, the
General Partner, subject to its fiduciary duties, may have a conflict of
interest with respect to certain matters involving the Partnership and
its Limited Partners:
- There may be a conflict of interest in responding to the Oldham Offer.
- If Oldham is successful in acquiring a significant number of Units
pursuant to the Oldham Offer, Oldham could be in a position to
significantly influence all Partnership decisions on which Limited
Partners may vote. This voting ability could prevent nontendering
Limited Partners from taking action that they desired but Oldham and
the General Partner opposed and
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enable Oldham and the General Partner to take action desired by the
Partnership but opposed by the nontendering Limited Partners.
- There may also be a conflict of interest if Oldham's acquisition of Units
has the effect of making any future change in the Partnership's current
management by the General Partner more difficult.
- - The Everest Offer is NOT net of 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).
- - The Everest 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.
- - Both offers 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 either offer.
- - As stated by Oldham in the Oldham Offer, there may be a conflict of
interest between Oldham'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.
- - The Partnership Agreement of the Partnership provides that no sale or transfer
of Units may be made if such sale, when aggregated with all other transfers
during the same year would result in both (i) the transfer of Units (excluding
certain transfers permitted under the Partnership Agreement ("Permitted
Transfers")) representing more than a 5% interest in Partnership capital or
profits and (ii) the transfer of Units (excluding Permitted Transfers and
transfers made through a "Matching Service" (as such term is used in Internal
Revenue Service Notice 88-75)) representing more than a 2% interest in
Partnership capital or profits (the "Safe Harbor Percentages"), unless the
General Partner shall have received an opinion of counsel that such sale or
transfer may be made without material adverse tax consequence to any partner
of the Partnership. Since the Partnership has permitted transfers during
taxable year 1997, Oldham has stated in its Offer that it will obtain an
opinion of counsel that consummation of the Oldham Offer will not result in
material adverse tax consequences to the Partnership's partners. Everest
does not make a similar statement in its offer. However, in order to comply
with the Partnership Agreement, if the Units acquired by Everest pursuant to
the Everest Offer, when aggregated with all other transfers during 1997, would
result in the Partnership exceeding the Safe Harbor Percentages, the General
Partner will require that Everest obtain an opinion of counsel that
consummation of the Everest offer will not result in adverse tax
consequences to the partners.
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- - LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES FROM
THE UNITS SHOULD THEY TENDER PURSUANT TO THE EITHER 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 both offers.
Enclosed is a copy of the Partnership's amended Statement on Schedule
14D-9 which has been filed with the Securities and Exchange Commission
and sets forth the Partnership's response to the offers as amended to
date. Limited Partners are advised to carefully read the amended
Schedule 14D-9.
Please do not hesitate to call the Partnership at (800) 829-9213
(ext. 10) for assistance in any Partnership matter.
BOSTON FINANCIAL TAX CREDIT FUND
VIII, A LIMITED PARTNERSHIP
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