SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 5, 1999
BOSTON CAPITAL TAX CREDIT FUND IV L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-26200 04-3208648
(Commission File Number) (IRS Employer Identification No.)
c/o Boston Capital Partners, Inc.,
One Boston Place, Boston, Massachusetts 02108-4406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 624-
8900
None
(Former name or former address, if changed since last report)
Item 5. Other Events
As of January 5, 1999, Boston Capital Tax Credit Fund IV
L.P., a Delaware limited partnership, specifically Series 34
thereof (the "Partnership") entered into various agreements
relating to Belmont Affordable Housing II, L.P., a Pennsylvania
limited partnership (the "Operating Partnership"), including the
Amended and Restated Agreement of Limited Partnership of the
Operating Partnership dated as of January 1, 1999 (the "Operating
Partnership Agreement"), pursuant to which the Partnership
acquired a limited partner interest in the Operating Partnership.
Capitalized terms used and not otherwise defined herein have
their meanings set forth in the Operating Partnership Agreement,
a copy of which is attached hereto as Exhibit (2)(a).
The Operating Partnership owns a twenty (20) unit apartment
complex located in Philadelphia, Pennsylvania, which is known as
phase II of Belmont Apartments (the "Apartment Complex"). The
Apartment Complex consists of nine (9) buildings containing two
(2) 2-bedroom units and eighteen (18) 3-bedroom units.
Construction of the Apartment Complex began in February, 1998,
was completed in November, 1998, and the Initial 100% Occupancy
Date took place in January, 1999.
The Operating Partnership received construction financing in
the amount of $1,700,000 (the "Construction Mortgage") from
Collaborative Lending Institute, Inc. The Construction Mortgage
carried an interest rate of Prime plus 2% and had an eighteen
(18) month term (due May 1, 1999). The Operating Partnership is
also receiving permanent financing from both PNC Bank, N.A., of
Philadelphia, Pennsylvania ("PNC") and the Redevelopment
Authority of the City of Philadelphia, Pennsylvania ("RDA"). PNC
is providing a permanent first mortgage (the "First Mortgage") in
the amount of $300,000. The First Mortgage bears interest of
8.25% and has a fifteen (15) year term (due December 15, 2013).
RDA is providing a permanent second mortgage (the "Second
Mortgage") in the amount of $252,675. The Second Mortgage
represents Community Development Block Grant Funds received by
RDA (on behalf of the City of Philadelphia) from the United
States Department of Housing and Urban Development. The Second
Mortgage bears interest of 1% and has a forty-six (46) year term
(due December 15, 2045).
It is believed that 100% of the rental apartment units in
the Apartment Complex will qualify for low-income housing tax
credits (the "Tax Credits") under Section 42 of the Internal
Revenue Code of 1986, as amended (the "Code").
The general partner of the Operating Partnership is T2G,
Inc., a Pennsylvania corporation (the "General Partner"). The
General Partner is wholly owned by Harold Thomas. T2G, Inc. also
served as the Developer of the Apartment Complex. Belmont
Improvement Association, Inc., a Pennsylvania nonprofit
corporation (the "Nonprofit Participant"), actively participates
in the affairs of the Operating Partnership, as required by the
Credit Agency. The Nonprofit Participant assisted the General
Partner in acquiring the Apartment Complex, provides advice on
matters concerning the community, and assists in the marketing of
apartment units in the Apartment Complex. In addition, the
Nonprofit Participant provides summer recreational activities to
the children residing in the Apartment Complex. The Nonprofit
Participant receives ten dollars ($10.00) for every qualified
applicant it refers to the Apartment Complex and fifty dollars
($50.00) for any referred applicant that signs a one (1) year
lease. The WDC Construction Company, Inc., the Builder of the
Apartment Complex, is also wholly owned by Harold Thomas. The
Management Agent is T.J. Properties, Inc., a corporation wholly
owned by Harold Thomas. As of December, 1998, Mr. Thomas'
various entities had developed six tax credit properties
containing approximately eighty-seven (87) apartment units, as
well as fifteen (15) affordable single family housing units in
Philadelphia, Pennsylvania.
The Partnership acquired its interest in the Operating
Partnership directly from the Operating Partnership in
consideration of an agreement to make a Capital Contribution of
$1,839,184 to the Operating Partnership in five (5) installments
as follows:
(1) $1,379,388 (the "First Installment") on the
latest of (i) the Admission Date, or (ii) the Completion
Date;
(2) $196,793 (the "Second Installment") on the latest
to occur of (i) Cost Certification, (ii) State Designation
Filing, or (iii) Permanent Mortgage Commencement, or
(iv) receipt by the Special Limited Partner of an
endorsement to the Title Policy required under
Section 5.1(b) of the Operating Partnership Agreement
evidencing the discharge of the Construction Mortgage and
the recordation of the Second Mortgage, which endorsement
shall be acceptable to the Special Limited Partner in its
sole discretion, or (v) satisfaction of all of the
conditions to the payment of the First Installment;
(3) $76,016 (the "Third Installment") on the later to
occur of (i) State Designation or (ii) the full principal
amount of the Second Mortgage has been fully disbursed to
the Operating Partnership or (iii) satisfaction of all of
the conditions to payment of the Second Installment;
(4) $176,987 (the "Fourth Installment") on the latest
to occur of (i) Initial 100% Occupancy Date, (ii) Rental
Achievement, or (iii) satisfaction of all of the conditions
of payment of the Third Installment; and
(5) $10,000 (the "Fifth Installment") on the later of
(i) Rental Achievement Confirmation or (ii) satisfaction of
all of the conditions of payment of the Fourth Installment.
All Five Installments have been paid by the Partnership.
The total Capital Contribution of the Partnership to the
Operating Partnership is based on the Operating Partnership
receiving $2,468,950 Tax Credits during the 10-year period
commencing in 1999 of which 99.99% ($2,468,700) will be allocated
to the Partnership as the Investment Limited Partner of the
Operating Partnership.
The Partnership believes that the Apartment Complex is
adequately insured.
Ownership interests in the Operating Partnership are as
follows, subject in each case to certain priority allocations and
distributions as set forth in the Operating Partnership
Agreement:
Profits, Losses and
Tax Credits from Capital Cash
Normal Operations Transactions Flow
General Partner .01% 80% 80%
Investment Partnership 99.99% 19.999% 20%
Special Limited Partner 0% .001% 0%
The Special Limited Partner of the Operating Partnership is BCTC
94, Inc., an affiliate of the Partnership.
The Partnership used funds obtained from the payments of the
holders of its beneficial assignee certificates to make the
acquisition of its interest in the Operating Partnership.
Boston Capital, or an Affiliate thereof, is receiving a
fee ( the "Asset Management Fee") from the Operating Partnership
for services in connection with the Operating Partnership's
accounting matters and the preparation of tax returns and
reports to the Partnership in the annual amount of $1,500. The
Asset Management Fee will be payable from Cash Flow in the
manner and priority set forth in Section 10.3(a) of the
Operating Partnership Agreement; provided, however, that if in
any fiscal year commencing with 1999, Cash Flow is insufficient
to pay the full amount of the Asset Management Fee and the
shortfall is not paid from funds advanced pursuant to
Section 6.10 of the Operating Partnership Agreement, the unpaid
portion thereof shall accrue and be payable on a cumulative
basis in the first year in which there is sufficient Cash Flow
or from the proceeds of a Capital Transaction as provided in
Article X of the Operating Partnership Agreement.
The Operating Partnership is paying the General Partner a
non-cumulative fee (the "Partnership Management Fee") for
services in connection with the administration of the day to day
business of the Operating Partnership in an amount equal to
$1,500 per annum. The Partnership Management Fee for each
fiscal year of the Operating Partnership shall be payable from
Cash Flow in the manner and priority set forth in Section
10.3(a) of the Operating Partnership Agreement only to the
extent Cash Flow is available therefor for such year.
In consideration of its consultation, advice and other
services in connection with the construction and development of
the Apartment Complex and as consideration for the assignment
described in Section 6.14 of the Operating Partnership
Agreement, the Operating Partnership will pay the General
Partner a fee (the "Construction and Development Fee") in the
amount of $209,972, $41,994.40 of which was earned in October,
1997 according to the terms of the Development Agreement and
one-ninth (1/9) of the remaining $167,977.60 of which was earned
as of the date each of the nine (9) buildings in the Apartment
Complex was completed. The Construction and Development Fee
shall be payable from Cash Flow and/or Capital Transaction
proceeds in accordance with Article X of the Operating
Partnership Agreement; provided, however, in the event any
portion of the Development Fee remains unpaid on January 1,
2009, such amount shall be paid by the Operating Partnership on
said date from the proceeds of the additional capital
contribution to be made by the General Partner pursuant to
Section 4.1 of the Operating Partnership Agreement.
The Operating Partnership is paying (commencing in 1999) the
General Partner a non-cumulative annual fee (the "Incentive
Management Fee"), only to the extent funds are available for the
payment thereof, in the amount of twenty-five percent (25%) of
the Cash Flow remaining in such year after application thereof to
make payments described in Section 10.3(a) of the Operating
Partnership Agreement; provided, however, that in no event shall
the aggregate amount of the annual Incentive Management Fee and
the annual fee paid to the Management Agent for such year exceed
ten percent (10%) of gross rents collected from the Apartment
Complex for such fiscal year. The Incentive Management Fee shall
be paid for management oversight services, for planning,
supervising and developing a marketing program for the Project
and for assisting the Management Agent in coordinating efforts to
achieve a desirable tenant selection before and during occupancy.
The Builder of the Apartment Complex will receive a total
compensation of $1,724,847, which includes Builder's profit of
$52,836. The Management Agent will receive a Management Fee
equal to 6% of collected rental receipts.
Item 7. Exhibits.
(c) Exhibits.
(1) (a) 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) (a) Belmont Affordable Housing II, L.P. Amended and
Restated Agreement of Limited Partnership
(2) (b) Certification and Agreement
(2) (c) Development Agreement
(4) (a) Agreement of Limited Partnership of the Partnership
(16) None
(17) None
(20) None
(23) None
(24) None
(27) None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.
Dated: September 15, 2000
BOSTON CAPITAL TAX CREDIT FUND IV
L.P.
By: Boston Capital Associates IV
L.P.,
its General Partner
By: C&M Associates, d/b/a Boston
Capital Associates, its
General Partner
By: /s/ Herbert F.
Collins_Herbert F. Collins,
Partner
