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 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 TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
(Name of Subject Company)
BOSTON FINANCIAL TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS
(Title of Class of Securities)
10065E100
(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 Tax Credit Fund VIII, 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 Partner, 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 9,125 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 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 $880 per Unit to $925
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 1,825 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
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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 $840 per Unit to is $925 per Unit
(the "Everest Purchase Price"), without interest thereon.
The address of Everest's principal executive offices is 199 South Robles
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 August 18, 1997 and as further supplemented on August
25, 1997, the General Partner again reviewed and considered the Oldham Offer.
Because of the conflict of interest resulting from the affiliation between
Oldham and the General Partner, the General Partner is expressing no opinion
and is 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 Partner again
reviewed and considered the Everest Offer. Because of the conflict of
interest resulting from the affiliation between Oldham and the General
Partner, the General Partner is expressing no opinion and is remaining
neutral with respect to the Everest Offer.
Item 4(b) is hereby amended by replacing the fifth bullet paragraph with
the following bullet paragraph
* The Everest Offer is for $925 per Unit. The Oldham Offer is for $925
per Unit.
Item 9. Material to be Filed as Exhibits.
(a)(2) Letter from Boston Financial Tax Credit Fund, VIII A Limited
Partnership, to Limited Partners, dated August 27, 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 27, 1997
BOSTON FINANCIAL TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
By: ARCH STREET VIII LIMITED
PARTNERSHIP, General Partner
By: ARCH STREET VIII, 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 Tax Credit
Fund VIII, A Limited Partnership, to Limited
Partners, dated August 27, 1997.
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