Y
As filed with the Securities and Exchange Commission on September 9, 1997
File No. 33-99602
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 7 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOSTON CAPITAL TAX CREDIT FUND IV L.P.
and
BCTC IV ASSIGNOR CORP.
(Exact name of registrants as specified in their governing instruments)
One Boston Place, Suite 2100
Boston, Massachusetts 02108
(Address of principal executive offices)
Richard J. DeAgazio, Executive Vice President
Boston Capital Partners, Inc.
One Boston Place, Suite 2100
Boston, Massachusetts 02108
(Name and address of agent for service)
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Copy to:
Scott Nemeroff, Esq.
Peabody & Brown
1255 23rd Street, NW
Washington, D.C. 20037
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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BOSTON CAPITAL TAX CREDIT FUND IV L.P.'S
POST-EFFECTIVE AMENDMENT NO. 7
REGISTRATION STATEMENT ON FORM S-11
CROSS REFERENCE SHEET
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<CAPTION>
Item Location in
No. Caption Prospectus
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<S> <C> <C>
1. Forepart of Registration Statement and Outside Front Cover Page of
Prospectus ...................................................... Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus ............................................. Inside Front and Outside Back Cover
Pages
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.......................................................... Summary; Conflicts of Interest;
Risk Factors
4. Determination of Offering Price.................................. *
5. Dilution......................................................... *
6. Selling Securities Holders....................................... *
7. Plan of Distribution............................................. The Offering
8. Use of Proceeds.................................................. Estimated Use of Proceeds;
Investment Objectives and
Acquisition Policies
9. Selected Financial Data.......................................... *
10. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ Investment Objectives and
Acquisition Policies; Investment in
Operating Partnerships
11. General Information as to Registrant............................. Summary; Management; Investment
Objectives and Acquisition
Policies; Summary of Certain
Provisions of the Fund Agreement
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12. Policy With Respect to Certain Activities........................ Summary; Investment Objectives and
Acquisition Policies; Summary of
Certain Provisions of the Fund
Agreement; Reports
13. Investment Policies of Registrant................................ Summary; Investment Objectives and
Acquisition Policies; Investment in
Operating Partnerships
14. Description of Real Estate....................................... Investment Objectives and
Acquisition Policies; Investment in
Operating Partnerships
15. Operating Data................................................... *
16. Tax Treatment of Registrant and its Security Holders............. Summary; Risk Factors; Federal
Income Tax Matters
17. Market Price of and Dividends on Registrant's Common Equity and
Related Stockholder Matters...................................... *
18. Description of Registrant's Securities........................... Summary; Risk Factors; Investment
Objectives and Acquisition
Policies; Sharing Arrangements:
Profits, Credits, Losses, Net Cash
Flow and Residuals
19. Legal Proceedings................................................ *
20. Security Ownership of Certain Beneficial
Owners and Management............................................ Management; Conflicts of Interest;
The Offering
21. Directors and Executive Officers................................. Management
22. Executive Compensation........................................... Management; Compensation and Fees;
Conflicts of Interest
23. Certain Relations and Related Transactions....................... Management; Conflicts of Interest;
Compensation and
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Fees
24. Selection, Management and Custody of
Registrant's Investment.......................................... Investment Objectives and
Acquisition Policies; Investment in
Operating Partnerships; Management;
Compensation and Fees; Conflicts of
Interest
25. Policies With Respect to Certain Transactions.................... Conflicts of Interest; Management
26. Limitations of Liability......................................... Risk Factors; Fiduciary
Responsibility of the General
Partner; Summary of Certain
Provisions of the Fund Agreement
27. Financial Statements and Information............................. Reports of Independent Certified
Public Accountants and Financial
Statements
28. Interests of Named Experts and Counsel(1)........................ *
29. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities................... Fiduciary Responsibility of the
General Partner
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(1) Omitted since answers are negative or inapplicable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 30. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than underwriting commissions and discounts)
payable by the Registrant (or, to the extent expenses exceed the limits
set forth in the Prospectus, by the General Partner or its Affiliates)
in connection with the issuance and distribution of 10,000,000
beneficial assignee certificates ("BACs").
Securities and Exchange Commission Registration Fee... $ 20,000
NASD Filing Fee....................................... 10,500
*Printing............................................. 250,000
*Accounting Fees and Expenses......................... 50,000
*Blue Sky Expenses (including legal fees)............. 100,000
*Counsel Fees and Expenses............................ 100,000
*Transfer Agent and Registrar Fees.................... 50,000
Miscellaneous including advertising................... 250,000
Total........................................... $ 800,500
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Item 31. Sales to Special Parties.
None.
Item 32. Recent Sales of Unregistered Securities.
The General Partner of the Registrant, Boston Capital Associates IV
L.P., holds a 1% interest in the Partnership for which it contributed
$500.00 to the Partnership as of October 12, 1993. The Assignor Limited
Partner of the Registrant, BCTC IV Assignor Corp., holds a 99% interest
for which it has contributed $100.00 to the Partnership. These sales
were exempt from registration under Section 4(2) of the Securities Act
of 1933 as they did not involve any public offering.
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* Estimated.
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Item 33. Indemnification of Directors and Officers.
Section 5.08 of the Partnership Agreement provides in part that neither
the General Partner, its Affiliates nor the Assignor Limited Partner,
shall be liable, responsible or accountable in damages or otherwise to
the Partnership or any of the Limited Partners (including assignees of
the Assignor Limited Partner) for any act or omission performed or
omitted by any General Partner or the Assignor Limited Partner in good
faith and in the best interests of the Partnership and the Assignees,
provided that such General Partner's or Assignor Limited Partner's
conduct did not constitute fraud, bad faith, negligence, misconduct or
breach of fiduciary duty. The Partnership shall indemnify and hold
harmless the General Partner, and its Affiliates, including the
Assignor Limited Partner, from any loss, liability or damage incurred
by any of them or by the Partnership by reason of any act performed or
omitted to be performed by them in good faith and in a manner
reasonably believed by them to be in the Partnership's best interests,
in connection with the business of the Partnership, including all
judgments, costs and attorneys' fees (which costs and attorneys' fees
may be paid as incurred only if the legal action relates to the
performance of duties or services by the General Partner or its
Affiliates on behalf of the Partnership; the legal action is initiated
by a third party who is not a Partner or BAC Holder; and the General
Partner, the Assignor Limited Partner or their Affiliates undertake to
repay the advanced funds to the Partnership in cases in which they are
not entitled to indemnification) and any amounts expended in settlement
of any claims of liability, loss or damage, provided that such General
Partner's or Assignor Limited Partner's conduct did not constitute
fraud, bad faith, negligence, misconduct or breach of fiduciary duty.
The satisfaction of any indemnification obligation shall be from and
limited to Partnership assets, and no Limited Partner or BAC Holder
shall have any personal liability on account thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to the General Partner and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a General Partner or controlling person of the registrant in the
successful defense of any such action, suit or proceeding) is asserted
by such general partner or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
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whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
See "Fiduciary Responsibility of the General Partner" in Part I of this
Registration Statement and Section 5.08 of the Limited Partnership Agreement.
Item 34. Treatment of Proceeds from Stock Being Registered.
Inapplicable.
Item 35. Financial Statements and Exhibits.
(a) Financial Statements
All Financial Statements (which include all information required by
any schedule) are included in the Prospectus, including the
following:
* Boston Capital Associates IV L.P. - Report of Independent Certified
Public Accountants.
* Boston Capital Associates IV L.P. Balance Sheet, December 31, 1996.
* Boston Capital Associates IV L.P. - Notes to Balance Sheet.
* Boston Capital Associates - Report of Independent Certified Public
Accountants.
* Boston Capital Associates Balance Sheet, December 31, 1996.
* Boston Capital Associates - Notes to Balance Sheet.
* Boston Capital Associates Balance Sheet, December 31, 1996.
* Boston Capital Associates - Notes to Balance Sheet.
* BCTC IV Assignor Corp. - Report of Independent Certified Public
Accountants.
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* Previously filed.
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* BCTC IV Assignor Corp. - Balance Sheet, December 31, 1996.
* BCTC IV Assignor Corp. - Notes to Balance Sheet.
(b) Description of Exhibits
* 1. Form of Dealer-Manager Agreement between Boston Capital
Services, Inc. and the Registrant (including, as an exhibit
thereto, the form of Soliciting Dealer Agreement).
2. Inapplicable.
* 3. Organization Documents -
Certificate of Limited Partnership of Boston Capital Tax Credit
Fund IV L.P.
Certificate of Limited Partnership of Boston Capital Associates
IV L.P.
Certificate of Incorporation and By-Laws of BCTC IV Assignor
Corp. (the Assignor Limited Partner).
* 4. Instruments defining the rights of security holders,
including indentures.
Agreement of Limited Partnership of Boston Capital Tax Credit
Fund IV L.P. (included in Part I of this Registration
Statement).
* 5. Opinion re legality.
Form of Opinion of Peabody & Brown.
Items (b)6 and 7 are inapplicable.
* 8. Opinion re tax matters.
Form of Opinion of Peabody & Brown.
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* Previously filed
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Item (b)9 is inapplicable.
* 10. Material Contracts.
A. Form of Beneficial Assignee Certificate.
B. Form of Capital Contributions Escrow Agreement between
Wainwright Bank & Trust Company and the Registrant.
Items (b)11 through (b)21 are inapplicable.
22. Subsidiaries of Registrant.
See "Conflicts of Interest," and "Management" in Part I of this
Registration Statement.
Item (b)23 is inapplicable.
24. Consents of Experts and Counsel.
* A Letter of Peabody & Brown (included in Exhibits 5 and 8).
* B. Letter of Reznick Fedder & Silverman.
C. Letter of Kevin P. Martin & Associates, P.C.
25. Powers of Attorney - Included with Signature Page to
Registration Statement.
Item (b)26 and 27 is inapplicable.
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* Previously filed
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Item 36. Undertakings.
The Registrant undertakes (a) to file any prospectuses required by
Section 10(a)(3) of the Securities Act of 1933 as post-effective
amendments to the Registration Statement; (b) that for the purpose of
determining any liability under the Act each such post-effective
amendment may be deemed to be a new registration statement relating to
the securities offered therein and the offering of such securities at
that time may be deemed to be the initial bona fide offering thereof;
(c) that all post-effective amendments will comply with the applicable
forms, rules, and regulations of the Commission in effect at the time
such post-effective amendments are filed, and (d) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain at the termination of the
offering.
The Registrant undertakes to send to each Investor at least on an
annual basis a detailed statement of any transactions with the General
Partner or its Affiliates, and of fees, commissions, compensation and
other benefits paid, or accrued to the General Partner or its
Affiliates for the fiscal year completed, showing the amount paid or
accrued to each recipient and the services performed.
The Registrant undertakes to provide to the Investors the financial
statements required by Form 10-K for the first full fiscal year of
operations of the Partnership.
The Registrant undertakes to file a sticker supplement pursuant to Rule
424(c) under the Act during the distribution period with respect to any
applicable series describing each property not identified in the
Prospectus at such time as there arises a reasonable probability that
such property will be acquired and to consolidate all such stickers
into a post-effective amendment filed at least once every three months,
with the information contained in such amendment provided
simultaneously to the existing Investors. Each sticker supplement
should disclose all compensation and fees received by the General
Partner and its Affiliates in connection with any such acquisition. The
post-effective amendment shall include audited financial statements
meeting the requirements of Rule 3-14 of Regulation S-X only for
properties acquired during the distribution period.
The Registrant also undertakes to file, after the end of the
distribution period with respect to any applicable series, a current
report on Form 8-K containing the financial statements and any
additional information required by Rule 3-14 of Regulation S-X, to
reflect each commitment (i.e., the signing of a binding purchase
agreement) made after the end of the distribution period involving the
use of 10 percent or more (on a cumulative basis) of the net proceeds
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of the offering and to provide the information contained in such report
to the Investors at least once each quarter after the distribution
period of the offering has ended.
The Registrant undertakes that the prospectus will be supplemented at
the close of any series to state the number of participants in that
series, the amount of BACs sold therein, the cumulative amount sold
under all series sold under the subject registration statement, and the
amount of BACs to be offered in the next series and in succeeding
series to be formed under this registration statement.
The Registrant undertakes that if at the commencement of the offering
of any series (which will not take place until completion of the
offering of any prior series with the same investment objectives and
the filing of the supplement contemplated by the preceding undertaking)
the series to be offered has a reasonable probability of acquiring an
interest in an Operating Partnership, the offering will not commence
until after a post-effective amendment to the registration statement
has been filed and declared effective. Any such post-effective
amendment shall contain such information as would be required in an
original registration statement with respect to the Operating
partnership being acquired (including audited financial statements
complying with Rule 3-14 of Regulation S-X).
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of Prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused Post-Effective
Amendment No. 7 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on this 8th day of September 1997.
BOSTON CAPITAL TAX CREDIT FUND IV L.P.
By: Boston Capital Associates IV L.P.
By: Boston Capital Associates
By: /s/ John P. Manning
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John P. Manning
By: /s/ Herbert F. Collins
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Herbert F. Collins
ASSIGNOR LIMITED PARTNER
BCTC IV ASSIGNOR CORP.
By: /s/ John P. Manning
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John P. Manning
President
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Pursuant to the requirements of the Securities Act of 1933,
Post-Effective Amendment No. 7 to this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE: TITLE: DATE:
<S> <C> <C>
/s/ Herbert F. Collins General Partner and September 8, 1997
- ---------------------- Principal Executive
Herbert F. Collins Officer, Principal
Financial Officer and
Principal Accounting
Officer of Boston Capital
Associates; Director and
Chairman of the Board of
BCTC IV Assignor Corp.
/s/ John P. Manning General Partner and September 8, 1997
- ------------------- Principal Executive
John P. Manning Officer, Principal
Financial Officer and
Principal Accounting Officer
of Boston Capital Associates;
Director, President and Chief
Executive Officer of BCTC IV
Assignor Corp.
/s/ Anthony Nickas Executive September 8, 1997
- ------------------ Vice President,
Anthony Nickas Principal Financial Officer
and Principal Accounting Officer
of BCTC IV Assignor Corp.
</TABLE>
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EXHIBIT 24c
[letterhead]
Certified Public Accountants South Shore Executive Park Voice 617. 380.3520
Business Consultants Ten Forbes West Fax 617. 380.7836
Braintree, MA 02184-2696 EMail [email protected]
Kevin P. Martin, CPA
Kevin P. Martin, Jr., CPA, MST
[logo] Kenneth J. Davin, CPA
KPM Kevin P. Martin & Associates, P.C. Garrett H. Dalton, III, CPA, MBA
Lisa A. Martin, CPA, MST
CONSENT TO INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-11 of
our report dated January 17, 1997 on the audit of the balance sheet of C & M
Associates d/b/a Boston Capital Associates as of December 31, 1996. We also
consent to our firm under the caption of "Experts."
/s/ Kevin P. Martin & Associates, P.C.
KEVIN P. MARTIN & ASSOCIATES, P.C.
September 8, 1997
Braintree, MA 02184
