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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO THE
SCHEDULE 14D-9
FILED ON AUGUST 18, 1997
and
AMENDMENT NO. 3
to the
SCHEDULE 14D-9
FILED ON JULY 24, 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 and as further
amended by another amendment thereto dated August 25, 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, as amended by the
amendment thereto dated August 20, 1997. This Amendment amends the
previously filed Schedule 14D-9 to add additional information. Capitalized
terms used but not defined herein have the meaning ascribed to them in the
Previously Filed Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4(b) is hereby amended by replacing the sixth bullet paragraph with
the following bullet paragraph
- - The Oldham Offer requires you to assign all Low-Income Housing Credits
(approximately $11.83 per Unit per month in 1997), tax losses and
distributions, allocated or distributed with regard to the Units after
August 31, 1997. However, the Oldham Offer does not require you to bear
the cost of transfer fees. The Everest Offer requires you to assign all
Distributions (as defined in the Everest Offer) with regard to the Units
after July 31, 1997, but only requires the assignment of tax credits
allocated with regard to the Units after September 30, 1997. However, the
Everest Offer requires you to bear the cost of the transfer fees of $10 per
Unit transferred ($100 minimum and $500 maximum).
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 September 2, 1997.
2
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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: September 2, 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
3
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EXHIBIT INDEX
EXHIBIT NO. TITLE
99.(a)(3) Letter from Boston Financial Tax Credit
Fund VIII, A Limited Partnership, to Limited
Partners, dated September 2, 1997.
4
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BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110
September 2, 1997
Dear Limited Partner:
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
provides additional information with regard to the Partnership's response to
the tender offer by Oldham Institutional Tax Credits LLC and the tender offer
by Everest Tax Credit Investors, LLC and Everest Tax Credit Investors II,
LLC, each 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
