SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to the
SCHEDULE 14D-9
FILED ON AUGUST 18, 1997
and
AMENDMENT NO. 2
to the
SCHEDULE 14D-9
FILED ON JULY 24, 1997
AND PREVIOUSLY AMENDED ON AUGUST 18, 1997
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
(Name of Subject Company)
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS
(Title of Class of Securities)
100650407
(CUSIP Number of Class of 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
Persons Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000
This Amendment amends the Schedule 14D-9s previously filed (and as
amended to date, if applicable) (the "Previously Filed Schedule 14D-9") by
Boston Financial Qualified Housing Tax Credits L.P. V, A Limited Partnership,
a Massachusetts limited partnership (the "Partnership") with regard to the
tender offer disclosed in a Tender Offer Statement on Schedule 14D-1 dated
July 24, 1997, as amended by the amendment thereto dated August 18, 1997, by
Oldham Institutional Tax Credits LLC ("Oldham"), a Massachusetts limited
liability company and an affiliate of the General Partner and with regard to
the competing tender offer by Everest Tax Credit Investors, LLC, a California
limited liability company, and Everest Tax Credit Investors II, LLC, a
California limited liability (together, Everest") disclosed in a Tender Offer
Statement on Schedule 14D-1 dated August 11, 1997. This Amendment amends the
previously filed Schedule 14D-9 to reflect the changes to date in each of the
tender offers. Capitalized terms used but not defined herein have the
meaning ascribed to them in the Previously Filed Schedule 14D-9.
Item 2. Tender Offer of the Bidder.
Item 2 is hereby amended in its entirety as follows:
This Schedule 14D-9 relates to the following two offers:
1. The Oldham Offer: The offer by Oldham Institutional Tax Credits LLC
("Oldham"), a Massachusetts limited liability company and an affiliate of the
General Partners, disclosed in a Tender Offer Statement on Schedule 14D-1
dated July 24, 1997, as amended by Amendment No. 1 thereto, dated August 18,
1997 and as further amended by Amendment No. 2 thereto, dated August 25, 1997
(as amended the "Oldham Schedule 14D-1"), to purchase up to 17,200 issued and
outstanding Units upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 24, 1997, as supplemented by the Supplement
thereto dated August 18, 1997 and as further supplemented by the Supplement
thereto dated August 25, 1997, and the related Letter of Transmittal, as each
may be supplemented, modified or amended from time to time (which
collectively constitute the "Oldham Offer" and are contained within the
Oldham Schedule 14D-1). Oldham has increased the purchase price for the
Oldham Offer from $635 per Unit to $675 per Unit, net to the seller in cash
(the "Oldham Purchase Price"), without interest thereon.
The address of Oldham's principal executive offices is 101 Arch Street,
Boston, Massachusetts 02110.
2. The Everest Offer: The offer by Everest Tax Credit Investors, LLC, a
California limited liability company, and Everest Tax Credit Investors II,
LLC, a California limited liability company (together, "Everest"), disclosed
in a Tender Offer Statement on Schedule 14D-1 dated August 11, 1997 as
amended by the amendment thereto dated August 20, 1997 (as amended the
"Everest Schedule 14D-1"), to purchase up to 3,500 issued and outstanding
Units upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 11, 1997 as supplemented by the Supplement thereto
dated August 20, 1997, and the related
Letter of Transmittal, as each may be supplemented, modified or amended from
time to time (which collectively constitute the "Everest Offer" and are
contained within the Everest Schedule 14D-1). Everest has increased the
purchase price for the Everest Offer from $600 per Unit to $675 per Unit
(the "Everest Purchase Price"), without interest thereon.
The address of Everest's principal executive offices is 199 South Rubles
Avenue, Suite 440, Pasadena, California 91101.
Item 4. The Solicitation or Recommendation.
Item 4(a) is hereby amended in its entirety as follows:
(a) 1. The Oldham Offer: Following receipt of the terms of the Oldham
Offer as supplemented on August 18, 1997 and as further supplemented on
August 25, 1997, the General Partners again reviewed and considered the
Oldham Offer. Because of the conflict of interest resulting from the
affiliation between Oldham and the General Partners, the General Partners are
expressing no opinion and are remaining neutral with respect to the Oldham
Offer.
2. The Everest Offer: Following receipt of the terms of the
Everest Offer, as supplemented on August 20, 1997, the General Partners again
reviewed and considered the Everest Offer. Because of the conflict of
interest resulting from the affiliation between Oldham and the General
Partners, the General Partners are expressing no opinion and are remaining
neutral with respect to the Everest Offer.
Item 4(b) is hereby amended by replacing the fifth bullet paragraph in
its entirety with the following bullet paragraph:
- The Everest Offer is for $675 per Unit. The Oldham Offer is also for
$675 per Unit.
Item 9. Material to be Filed as Exhibits.
99.(a)(2) Letter from Boston Financial Qualified Housing Tax Credits L.P.
V, A Limited Partnership, to Limited Partners, dated August 25, 1997.
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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: August 25, 1997
BOSTON FINANCIAL QUALIFIED HOUSING
TAX CREDITS L.P. V, A LIMITED PARTNERSHIP
By: ARCH STREET V, INC., Managing General
Partner
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
By: ARCH STREET V LIMITED PARTNERSHIP
By: ARCH STREET V, INC., its General
Partner
By: /s/ Jenny Netzer
Name: Jenny Netzer
Title: President
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EXHIBIT INDEX
EXHIBIT NO. TITLE
99.(a)(2) Letter from Boston Financial
Qualified Housing Tax Credits L.P. V, A
Limited Partnership, to Limited Partners,
dated August 25, 1997.
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