Y
As filed with the Securities and Exchange Commission on December 16, 1997
File No. 333-38189
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
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)
----------------
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]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Aggregate Amount of
Being Registered Registered (Per Unit) Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beneficial Assignee
Certificates (BACS)(1)... 25,000,000 $10.00 $250,000,000 $75,750
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes underlying units of Partnership Interest.
----------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
in this Registration Statement is a combined prospectus and relates to
registration statement No. 33-99602 as previously filed by the registrant on
Form S-11. Such registration statement No. 33-99602 was declared effective on
April 19, 1996. This Registration Statement, which is a new registration
statement, also constitutes Post-Effective Amendment No. 9 to registration
statement No. 33-99602 and such Post-Effective Amendment No. 9 shall hereafter
become effective concurrently with the effectiveness of this Registration
Statement and in accordance with Section 8(c) of the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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").
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $ 75,750
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......... $ 886,250
---------
</TABLE>
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.
--------------------------------
* Estimated.
4
<PAGE>
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
5
<PAGE>
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.
- ----------------
*Previously filed
6
<PAGE>
* 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.
- ------------------
*Previously filed
7
<PAGE>
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.
- --------------------
*Previously filed
8
<PAGE>
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
9
<PAGE>
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.
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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration
10
<PAGE>
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.
11
<PAGE>
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 this
Pre-Effective Amendment No. 1 to the 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 16th day of December 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
----------------------
John P. Manning
By: /s/ Herbert F. Collins
----------------------
Herbert F. Collins
ASSIGNOR LIMITED PARTNER
BCTC IV ASSIGNOR CORP.
By: /s/ John P. Manning
---------------------------------
John P. Manning
President
12
Reznick Fedder & Silverman
Certified Public Accountants - A Professional Corporation
4520 East West Highway - Suite 300 - Bethesda, Maryland 20814-3319 -
Phone (301) 652-9100 - Fax (310) 652-1848
December 15, 1997
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------
We consent to the inclusion in this Registration Statement on Form S-11 our
report dated March 18, 1997 on the audited financial statements of BCTC IV
Assignor Corp. and Boston Capital Associates IV L.P., as of December 31, 1996.
We also consent to the reference to our firm under the caption "Experts."
/s/ REZNICK FEDDER & SILVERMAN
------------------------------
REZNICK FEDDER & SILVERMAN
<TABLE>
<S> <C> <C> <C>
Two Hopkins Plaza 212 S. Tryon Street 745 Atlantic Avenue Two Premier Plaza, Suite 500
Suite 2100 Suite 1180 Suite 800 5605 Glenridge Drive
Baltimore, MD 21201-2911 Charlotte, NC 28281-8100 Boston, MA 02111-2735 Atlanta, GA 30342-1376
Phone (410) 783-4900 Phone (704) 332-9100 Phone (617) 423-5855 Phone (770) 844-0644
Fax (410) 727-0460 Fax (704) 332-6444 Fax (617) 423-6651 Fax (770) 844-7363
</TABLE>
Certified Public Accountants South Shore Executive Park Voice 781. 380.3520
Business Consultants Ten Forbes West Fax 781. 380.7836
Braintree, MA EMail [email protected]
02184-2696
Kevin P. Martin, CPA
Kevin P. Martin, Jr., CPA, MST
Kenneth J. Davin, CPA
Garrett H. Dalton, III, CPA, MBA
| | Lisa A. Martin, CPA, MST
K | P | M Kevin P. Martin & Associates, P.C.
| |
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.
December 15, 1997
Braintree, MA 02184
