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
March 2, 1998
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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 other 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 VI 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)
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 5,220 Units of limited partnership
Shares interests
Beneficially --------------------------------------------------
Owned By 8. Shared Voting Power 0
Each --------------------------------------------------
Reporting 9. Sole Dispositive Power 5,220 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
5,220 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)
14.3%
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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)
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 7,661 Units of limited partnership
Shares interests (Beneficial ownership disclaimed.)
Beneficially --------------------------------------------------
Owned By 8. Shared Voting Power 0
Each --------------------------------------------------
Reporting 9. Sole Dispositive Power 7,661 Units of limited partnership
Person With interests (Beneficial ownership
disclaimed.)
-------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,661 Units (Beneficial ownership disclaimed.)
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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)
21.0%
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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 VI 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 5,220
Units pursuant to a privately-negotiated purchase (the "Private
Purchase"). 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, Oldham is deemed to beneficially own
5,220 Units. The managing member of Oldham is West Cedar
Managing, Inc. ("Managing Member") and by virtue of that position
in Oldham, the Managing Member may be deemed to beneficially own
the Units owned by Oldham, although the Managing Member disclaims
such beneficial ownership. The source of all funds used by
Oldham to acquire beneficial ownership of the Units are loans
(the "Loan") obtained by Oldham under credit facilities (the
"Credit Facilities") that are available to certain affiliates of
The Boston Financial Group Limited Partnership ("BFGLP"),
including Oldham, from Fleet National Bank (the "Lender"). The
interest rate on borrowings under the Credit Facilities depends
on the timing and the circumstances under which a draw is made
thereunder and is either the "Prime Rate" (as publicly announced
by Lender from time to time) plus .125% or the Prime Rate plus
2%, or in certain circumstances, at the option of a borrower, the
LIBOR rate of interest plus 2.75%.
Oldham expects to repay all amounts borrowed 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 Loans.
However, it is expected that if interest payments are due and
payable, Oldham may borrow those funds from its affiliate(s).
BFGLP has guaranteed the payment of all such interest through the
second anniversary of such borrowings. BFGLP has also guaranteed
repayment of up to 25% of the principal amount of the aggregate
borrowings under the Credit Facilities.
The Managing Member may be deemed to beneficially own the
Units beneficially owned by Oldham although it disclaims such
beneficial ownership. The Managing Member is also the managing
member of Oldham Institutional Tax Credits LLC. Oldham
Institutional Tax Credits LLC acquired 2,441 Units in September
1997, which acquisition was the subject of a previous Schedule
13D filed in September of 1997 jointly by such entity and the
Managing Member, and the Managing Member may also be deemed to
beneficially own such previously-acquired Units although it
disclaims such beneficial ownership. The Units beneficially
owned by the Reporting Persons pursuant to the Private Purchase
were acquired as described below.
Pursuant to the Private Purchase, Oldham purchased an
aggregate of 5,220 Units as of the date hereof for an aggregate
purchase price of approximately $5,200,000. Oldham obtained or
will obtain all of such funds from the Loans 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, Oldham is deemed to
beneficially own an aggregate of 5,220 Units, which
constitutes approximately 14.3% of the Units outstanding and
the Managing Member may be deemed to beneficially own such
Units plus an additional 2,441 Units reported on a previous
Schedule 13D filed in September 1997 jointly with Oldham
Institutional Tax Credit LLC for a total of 7,661 Units,
which constitutes approximately 21.0% of the outstanding
Units. (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 the Units
reported herein as beneficially owned by them. Oldham and
Oldham Institutional Tax Credits LLC do not consider
themselves a group within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934.
(c) Except for the Units purchased pursuant to the Private
Purchase, 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: March __, 1998
OLDHAM INSTITUTIONAL TAX
CREDITS VI 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.
