SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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INDEPENDENCE TAX CREDIT PLUS L.P. III
(Name of Subject Company)
LEHIGH TAX CREDIT PARTNERS III L.L.C.
LEHIGH TAX CREDIT PARTNERS, INC.
EVEREST PROPERTIES, INC.
(Bidders)
BENEFICIAL ASSIGNMENT CERTIFICATES
(Title of Class of Securities)
45378D 10 0
(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C> <C>
J. Michael Fried Christopher K. Davis Copy to:
c/o Related Capital Company Everest Properties, Inc. Peter M. Fass
625 Madison Avenue 199 S. Los Robles Avenue Mark Schonberger
New York, NY 10022 Suite 440 Battle Fowler LLP
(212) 421-5333 Pasadena, CA 91101 75 East 55 Street
(629) 585-5920 New York, NY 10022
(212) 856-7000
</TABLE>
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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<TABLE>
<CAPTION>
Transaction Amount of filing fee
valuation*
<S> <C>
$8,145,000 $1629.00
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</TABLE>
*For purposes of calculating the filing fee only. This amount assumes the
purchase of 10,860 Beneficial Assignment Certificates (representing assignments
of limited partnership interests) ("BACs") of the subject company for $750 per
BAC in cash.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $1629.00
Form or Registration No.: Schedule 14D-1
Filing Party: Lehigh Tax Credit Partners III L.L.C.
Date Filed: December 14, 1998
</TABLE>
(Continued on following pages)
(Page 1 of 6 pages)
<PAGE>
<TABLE>
<S> <C> <C> <C>
CUSIP No.: 45378D 10 0 14D-1 Page 2 of 6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS III L.L.C.
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2. Check the Appropriate Box if a Member of a Group (a) [X]
(See Instructions) (b) [ ]
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
BK, WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
57 Beneficial Assignment Certificates (representing assignments
of limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) [ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10.Type of Reporting Person (See Instructions)
OO
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
CUSIP No.: 45378D 10 0 14D-1 Page 3 of 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEHIGH TAX CREDIT PARTNERS, INC.
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2. Check the Appropriate Box if a Member of a Group (a) [X]
(See Instructions) (b) [ ]
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
57 Beneficial Assignment Certificates (representing
assignments of limited partnership interests)
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions) [ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
CO
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
CUSIP No.: 45378D 10 0 14D-1 Page 4 of 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EVEREST PROPERTIES, INC.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]*
*See Item 2
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF, OO
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
California
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) [ ]
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9. Percent of Class Represented by Amount in Row (7)
None
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10. Type of Reporting Person (See Instructions)
CO
</TABLE>
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") and the Offer to Purchase filed with the 14D-1 as
Exhibit (a)(1) thereto (the "Offer to Purchase") filed with the Securities and
Exchange Commission on October 9, 1998 (as amended by Amendment No. 1 filed with
the SEC on November 9, 1998) by Lehigh Tax Credit Partners III L.L.C., a
Delaware limited liability company (the "Purchaser"), relating to the tender
offer by the Purchaser to purchase up to 10,860 issued and outstanding
Beneficial Assignment Certificates ("BACs") representing assignments of limited
partnership interests ("Limited Partnership Interests") in Independence Tax
Credit Plus L.P. III, a Delaware limited partnership (the "Partnership"), to
include the information set forth below. Terms not otherwise defined herein
shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
Item 2. Identity and Background.
Everest Properties, Inc. ("Everest") is signing this Schedule 14D-1
solely because is holds the Everest Option. Everest does not admit or believe
that it or any affiliate is a co-bidder or that, as a result of the Everest
Option, there will be any contractual relationship with BACs holders.
Furthermore, Everest has not participated in the preparation of or made any
attempt to verify the information in this Schedule 14D-1 other than the
information with respect to Everest and its affiliates although Everest has no
actual knowledge of any material misstatement of other information in this
Schedule 14D-1.
Item 9. Financial Statements of Certain Bidders.
Item 9 is hereby supplemented and amended to include the information
set forth in Section 10 ("Certain Information Concerning the Purchaser and
Everest") of the Supplement, which information is incorporated herein by
reference.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the Letter, the Supplement and the Press
Release (all as referred to in Item 11) , copies of which are attached hereto as
Exhibits (a)(7), (a)(8) and (a)(9), respectively, is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
(a)(7) Letter, dated December 14, 1998 from Lehigh Tax
Credit Partners III L.L.C. to the holders of BACs.
(a)(8) Supplement to Offer to Purchase dated December 14,
1998.
(a)(9) Press Release dated December 8, 1998.
5
<PAGE>
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: December 14, 1998
LEHIGH TAX CREDIT PARTNERS III L.L.C.
By: Lehigh Tax Credit Partners, Inc.,
its managing member
By: /s/ Alan P. Hirmes
-----------------------------------
Name: Alan P. Hirmes
Title: Vice President
LEHIGH TAX CREDIT PARTNERS, INC.
By: /s/ Alan P. Hirmes
--------------------------------------------
Name: Alan P. Hirmes
Title: Vice President
EVEREST PROPERTIES, INC.
By: /s/ David I. Lesser
--------------------------------------------
Name: David I. Lesser
Title: Executive Vice President
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
<S> <C>
(a)(7) Letter, dated December 14, 1998, from Lehigh Tax Credit Partners III
L.L.C. to the holders of BACs.
(a)(8) Supplement to Offer to Purchase dated December 14, 1998
(a)(9) Press Release dated December 8, 1998
</TABLE>
7
Exhibit (a)(7)
LEHIGH TAX CREDIT PARTNERS III L.L.C.
625 Madison Avenue
New York, New York 10022
December 14, 1998
OFFER TO PURCHASE EXTENDED TO THURSDAY, DECEMBER 24, 1998
AT
$750 PER BAC
To BACs holders in Independence Tax Credit Plus L.P. III:
Lehigh Tax Credit Partners III L.L.C., a Delaware limited
liability company (the "Purchaser"), has extended its offer to purchase up to
10,860 of the outstanding Beneficial Assignment Certificates ("BACs")
representing assignments of limited partnership interests of Independence Tax
Credit Plus L.P. III (the "Partnership") for a cash purchase price of $750 per
BAC, net to the seller in cash, upon the terms and subject to the conditions in
the Offer to Purchase, dated October 9, 1998 and the related Letter of
Transmittal, as previously supplemented by letter dated November 9, 1998 as
further supplemented by the enclosed Supplement dated December 14, 1998 (the
"Supplement") (which together constitute the "Offer"). UNLESS EXTENDED BY THE
PURCHASER, THE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER
24, 1998. Except as described in the Supplement, all other terms and conditions
of the Offer remain unchanged.
You should note that the Purchase Price remains at $750 per
BAC despite the fact that the original Offer contemplated that the Purchase
Price would be reduced by $14 per BAC if BACs were transferred after December
15, 1998. Furthermore, all investors who tender their BACs will now be entitled
to receive the benefit of additional tax credits applicable to their BACs for
the month of December (as well as any additional tax losses which may be
recognized in December).
If you have already tendered your BACs pursuant to the Offer,
we appreciate your participation and no further action is required.
If you have not already tendered and wish to do so now, please
complete the Letter of Transmittal previously sent to you with the Offer and
forward it to the Purchaser. If you need another copy of the Letter of
Transmittal or have any question regarding the Offer, please contact Denise
Bernstein at 1-800-600-6422 (ext. 2030).
LEHIGH TAX CREDIT PARTNERS III L.L.C.
Exhibit (a)(8)
SUPPLEMENT TO THE
OFFER TO PURCHASE
UP TO 10,860
BENEFICIAL ASSIGNMENT CERTIFICATES
in
INDEPENDENCE TAX CREDIT PLUS L.P. III
for
$750 NET PER BAC IN CASH
by
LEHIGH TAX CREDIT PARTNERS III L.L.C.
................................................................................
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON DECEMBER 24, 1998, UNLESS EXTENDED.
................................................................................
The Purchaser hereby supplements and amends its offer to purchase up to
10,860 of the issued and outstanding Beneficial Assignment Certificates ("BACs")
in Independence Tax Credit Plus L.P. III, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 9, 1998, as amended
by the Amendment dated November 9, 1998, and this Supplement and the related
Letter of Transmittal, as each may be amended from time to time. Capitalized
terms used but not otherwise defined in this Supplement shall have the meanings
ascribed to them in the Offer to Purchase.
1. Terms of the Offer.
Section 1 of the Offer to Purchase is hereby supplemented and amended
to amend and restate the second sentence of the first paragraph in Section 1 as
follows:
The term "Expiration Date" shall mean 12:00 midnight, New York
City time, on December 24, 1998, unless the Purchaser, in its sole
discretion, shall have further extended the period of time during which
the Offer is open, in which event the term "Expiration Date" shall
refer to the latest time and date at which the Offer, as so extended by
the Purchaser, will expire.
2. Proration; Acceptance for Payment and Payment for BACs.
Section 2 of the Offer to Purchase is hereby supplemented and amended
to amend and restate the fifth paragraph in Section 2 in its entirety as
follows:
The Purchase Price will be automatically reduced by $14 per
BAC for each month (or part of a month) between December 31, 1998 and
the date of transfer for BACs transferred after December 31, 1998.
Under no circumstances will the Purchaser pay interest on the Purchase
Price for BACs.
4. Withdrawal Rights.
Section 4 of the Offer to Purchase is hereby supplemented and amended
to amend and restate the first paragraph in Section 4 in its entirety as
follows:
Tenders of BACs made pursuant to the Offer are irrevocable,
except that BACs tendered pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date and, unless theretofore accepted for
payment as provided in this Offer to Purchase, may also be withdrawn at
any time after December 31, 1998.
<PAGE>
10. Certain Information Concerning the Purchaser and Everest.
Section 10 of the Offer to Purchase is hereby supplemented and amended
to add the following paragraph at the end of the subsection entitled
"Purchaser":
The executive officers of the Managing Member (J. Michael
Fried, Stuart J. Boesky, Alan P. Hirmes, Marc D. Schnitzer and Denise
L. Kiley) are also its sole shareholders. The shareholders of the
Managing Member have an aggregate net worth in excess of $5,000,000.
Section 10 of the Offer to Purchase is hereby further supplemented and
amended to add the following paragraph at the end of the subsection entitled
"Everest":
At the request of the SEC, Everest has agreed to execute the
amended Schedule 14D-1 solely because it holds the Everest Option.
Everest does not admit or believe it or any affiliate is a co-bidder in
the Offer or that, as a result of the Everest Option, there will be any
contractual relationship with BACs holders. Furthermore, Everest has
not participated in the preparation of or made any attempt to verify
the information in the Schedule 14D-1 or this Offer to Purchase other
than the information with respect to Everest and its affiliates
although Everest has no actual knowledge of any material misstatement
of other information in the Schedule 14D-1 or this Offer to Purchase.
Everest believes that the net worth of the members of the
investment fund sponsored by Everest which will acquire BACs if Everest
exercises the Everest Option is in excess of $5,000,000 in the
aggregate.
13. Purchase Price Considerations.
Section 13 of the Offer to Purchase is hereby supplemented and amended
to amend and restate the first three paragraphs in Section 13 in their entirety
as follows:
The Purchaser has set the Purchase Price at $750 net per BAC
(subject to adjustment as set forth in this Offer to Purchase). The
Purchaser considered the estimated potential benefits to a
non-tendering BACs holder (see below in this Section 13) and determined
the Purchase Price in order to provide comparable potential benefits to
a tendering BACs holder.
If you tender your BACs pursuant to the Offer, the Purchaser
believes your aggregate benefits will total $1,386:
<TABLE>
<S> <C>
Purchase Price: $ 750
Tax Credits Received through December 31, 1998: 302
Tax Savings: 80
Interest to Be Earned on Investing Purchase Price: 272
Historic Tax Credit Recapture: (18)
------
$1,386
======
</TABLE>
2
<PAGE>
If you retain your BACs, the Purchaser believes your aggregate benefits
will total $1,350:
<TABLE>
<S> <C> <C>
Tax Credits Received through December 31, 1998: $ 302
Present Value of Expected Remaining Tax Credits: 719
Present Value of Original Investment, if returned: 329
------
$1,350
======
</TABLE>
The Purchaser believes that the projected aggregate per BAC
benefit from the Offer, together with the benefits received since 1994,
total approximately $1,386. Such benefits include $750 (the Purchase
Price) plus $302 (representing the Tax Credits allocated through
December 24, 1998) plus approximately $80 (representing the tax
savings, assuming a tax rate of 20% for capital gain and 36% for
ordinary income, attributable to the use of a capital loss of $27 and
an ordinary loss of $208 the Purchaser believes an individual BACs
holder will realize if all of his BACs are sold in the Offer) plus
approximately $272 (representing the assumed return on the reinvestment
of the Purchase Price at 4% for approximately 12 years, discounted at a
rate of 8%) less approximately $18 (representing a recapture of
Historic Tax Credits). The projected benefit of $1,386 assumes the BACs
holder acquired the BACs pursuant to the original offering and such
BACs holder did not utilize any passive losses.
The projected benefit may be more or less depending on, among
other things, a tendering BACs holder's tax rate and the return a
tendering BACs holder may earn upon investing the Purchase Price.
* * * *
You are reminded that, unless extended by the Purchaser, the Offer will
expire at 12:00 midnight, New York City time, on December 24, 1998. If you have
already tendered your BACs pursuant to the Offer, we appreciate your
participation and no further action is required. If you have not already
tendered and wish to do so now, please complete the Letter of Transmittal
previously distributed to you and forward it to:
Lehigh Tax Credit Partners III L.L.C.
Attn: Denise Bernstein
c/o Related Capital Company, 5th Floor
625 Madison Avenue
New York, New York 10022
Fax: 212-751-3550
Should you have any questions, please contact Denise Bernstein at 1-800-600-6422
ext. 2030.
Lehigh Tax Credit Partners III L.L.C.
December 14, 1998
3
Exhibit (a)(9)
FOR IMMEDIATE RELEASE
Contact: Denise Bernstein
Lehigh Tax Credit Partners III L.L.C.
1-800-600-6422 (ext. 2030)
LEHIGH TAX CREDIT PARTNERS EXTENDS OFFER
NEW YORK, NEW YORK (December 8, 1998) -- LEHIGH TAX CREDIT
PARTNERS III L.L.C. (the "Purchaser") has announced that its offer to purchase
Beneficial Assignment Certificates ("BACs") of Independence Tax Credit Plus L.P.
III (the "Partnership") for $750 per BAC has been extended and is now scheduled
to expire at 12:00 midnight, New York City time, on December 24, 1998. The
purchase price will remain $750 per BAC. As of the close of business on December
7, 1998, 3,752.28 BACs had been tendered to the Purchaser and not withdrawn.
For additional information, contact Denise Bernstein at
1-800-600-6422.
