SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------------------------------------------------------------
- --
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
- ------------------------------------------------------------------------------
- --
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)
- ------------------------------------------------------------------------------
- --
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
Item 1. Security and Subject Company.
The name of the subject company is Boston Financial Qualified Housing
Tax Credits L.P. V, A Limited Partnership, a Massachusetts limited partnership
(the "Partnership"), which has its principal executive offices at 101 Arch
Street, Boston, Massachusetts 02110. The general partners of the Partnership
are Arch Street V, Inc., a Massachusetts corporation with principal executive
offices at 101 Arch Street, Boston, Massachusetts 02110 (the "Managing General
Partner"), and Arch Street V Limited Partnership, a Massachusetts limited
partnership, with principal executive offices at 101 Arch Street, Boston,
Massachusetts 02110 (the "Co-General Partner", and together with the Managing
General Partner, the "General Partners"). The title of the class of equity
securities to which this statement relates is the Partnership's Units
("Units") representing units of limited partnership interests in the
Partnership.
Item 2. Tender Offer of the Bidder.
This Schedule 14D-9 relates to the offer by Oldham Institutional Tax
Credits LLC ("the Purchaser"), 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 (the "Schedule 14D-1"), to purchase up to
17,200 issued and outstanding Units at a purchase price of $555 per Unit, net
to the seller in cash (the "Purchase Price"), without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated July 24, 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 Schedule 4D-1).
The address of the Purchaser's principal executive offices is 101 Arch
Street, Boston, Massachusetts 02110.
Item 3. Identity and Background.
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b) (1) The Partnership does not have any employees, directors or
executive officers. All decisions with respect to the management of the
Partnership and its affairs are made only with the consent of its General
Partners. The Purchaser is an affiliate of the General Partners. Except as
described below, there are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between the
General Partners or their affiliates and the Partnership and its affiliates.
The General Partners and their affiliates have received or will receive
certain types of compensation, fees or other distributions in connection with
the operations of the Partnership. The arrangements for payment of
compensation and fees, as set forth in the Partnership's Amended and Restated
Agreement of Limited Partnership, dated as of March 2, 1990, as amended to
date (the "Partnership Agreement"), the Partnership's prospectus and other
publicly filed documents, were not determined in arm's-length negotiations
with the Partnership.
In accordance with the Partnership Agreement, the Partnership is
required to pay certain fees to and reimburse expenses of the Managing General
Partner and others in connection with the organization of the Partnership and
the offering of its Units. Commissions, fees and accountable expenses related
to the sale of the Units totaling $9,499,984 have been charged directly to
Limited Partners' equity. In connection therewith, $5,858,935 of selling
expenses and $3,641,049 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the Managing General Partner.
The Partnership is required to pay a non-accountable expense allowance for
marketing expense equal to a maximum of 1% of gross offering proceeds; this
amount is included in total offering expenses. The Partnership has paid
$50,000 in organization costs to an affiliate of the Managing General Partner.
Total organization and offering expenses exclusive of selling commissions did
not exceed 5.5% of the gross offering proceeds and organizational and offering
expenses, inclusive of selling commissions and underwriting advisory fees did
not exceed 14.0% of the gross offering proceeds. No organizational fees and
expenses or selling expenses were paid during the years ended March 31, 1997,
1996 and 1995.
In accordance with the Partnership Agreement, the Partnership is
required to pay acquisition fees to and reimburse acquisition expenses of the
Managing General Partner or its affiliates for selecting, evaluating,
structuring, negotiating, and closing the Partnership's investments in Local
Limited Partnerships. Acquisition fees total 7% of the gross offering
proceeds. Acquisition expenses, which include such expenses as legal fees and
expenses, travel and communications expenses, costs of appraisals, accounting
fees and expenses, totalled 1.5% of the gross offering proceeds. As of March
31, 1997 acquisition fees totaling $4,825,005 for the closing of the
Partnership's investments in Local Limited Partnerships were paid to an
affiliate of the Managing General Partner. Acquisition expenses totaling
$899,430 were reimbursed to an affiliate of the Managing General Partner. No
acquisition fees or expenses were paid during the three years ended March 31,
1997.
Pursuant to the Partnership Agreement, an affiliate of the Managing
General Partner is entitled to a fee (the "Asset Management Fee") for its
services in connection with the administration of the affairs of the
Partnership. The Asset Management Fee is payable annually and is calculated by
multiplying 0.275% by the consumer price index and then multiplying the
product by the gross proceeds of the offering. This formula currently results
in the amount of .343% being multiplied by the gross proceeds of the offering.
The Asset Management Fees earned during the years ended March 31, 1997, 1996
and 1995 are as follows:
1997 1996 1995
Asset Management Fees $231,035 $224,953 $219,149
According to the Partnership Agreement, the Managing General Partner or
an Affiliate is also entitled to receive a subordinated disposition fee (the
"Subordinated Disposition Fee") for services rendered in connection with the
sale of a property or the sale of the Partnership's interest in a Local
Limited Partnership. Payment of such fee shall be subordinated to the Limited
Partners receiving their 6% return as set forth in the Partnership Agreement.
Each Disposition Fee is equal to 1% of the sale price in respect of any such
sale (including the principal amount of any mortgage loans and any related
seller financing with respect to a property to which such sale is subject).
For the year ended March 31, 1997, neither the Managing General Partner nor an
Affiliate earned any Subordinated Disposition Fee.
The Partnership does not have any employees, but an affiliate of the
Managing General Partner is reimbursed for the cost of the Partnership's
salaries and benefits expenses. The reimbursements are based upon the size
and complexity of the Partnership's operations. Reimbursements paid or
accrued during the years ended March 31, 1997, 1996 and 1995 are as follows:
1997 1996 1995
Salaries and benefits
expense reimbursements $117,763 $115,696 $116,177
The General Partners and their respective officers and directors, are
each entitled to indemnification under certain circumstances from the
Partnership pursuant to provisions of the Partnership Agreement. Generally,
the General Partners are also entitled to reimbursement of expenditures made
on behalf of the Partnership.
Under the Partnership Agreement, the General Partners are entitled to
receive 1% of cash distributions to the partners of the Partnership. The
Partnership has not paid any cash distributions to the General Partners in the
three years ended March 31, 1997.
In accordance with the Partnership Agreement, an affiliate of the
General Partners (SLP, Inc.) is entitled to receive up to $10,000 from the
sale or refinancing proceeds of each Local Limited Partnership, if such
affiliate is still a limited partner of that Local Limited Partnership at the
time of such transaction.
The General Partners and their respective officers and directors are
entitled to indemnification under certain circumstances from the Partnership
pursuant to provisions of the Partnership Agreement. Generally, the General
Partners are also entitled to reimbursement of expenditures made on behalf of
the Partnership.
In addition, under the terms of the Partnership Agreement, upon the
removal of a General Partner by the Limited Partners of the Partnership (the
"Limited Partners") or upon the occurrence of an "Event of Withdrawal", as
defined in the Partnership Agreement, the General Partner may be entitled to
the fair market value of its interest, which will be payable over a five year
period.
(2) Except as described below, there are no material contracts,
agreements, arrangements or understandings or any actual or potential
conflicts of interest between the General Partners or their affiliates and the
Purchaser, its executive officers, directors or affiliates. The Purchaser is
an affiliate of the General Partners of the Partnership. The executive
officers and directors of the Purchaser also serve as executive officers and
directors of the Managing General Partner. Therefore, the Purchaser and the
General Partners, subject to their fiduciary duties, may have a conflict of
interest with respect to certain matters involving the Partnership and its
partners.
The Partnership has been informed that the Purchaser expects to borrow
all of the funds to purchase Units pursuant to the Oldham Offer from an
affiliate of one of its members, on substantially the same economic terms and
conditions that such affiliate obtains those funds under an existing credit
facility with a national bank or that the Purchaser may seek alternative
financing from that bank or other national banks on different terms.
Item 4. The Solicitation or Recommendation.
(a) Following receipt of the terms of the Oldham Offer, the General
Partners reviewed and considered the Oldham Offer. Because of the conflict of
interest resulting from the affiliation between the Purchaser and the General
Partners, the General Partners are expressing no opinion and are remaining
neutral with respect to the Oldham Offer.
(b) Although the General Partners are not making a recommendation with
respect to the Oldham Offer, the General Partners believe that Limited
Partners should carefully consider the following factors in making their own
decisions of whether to accept or reject the Oldham Offer:
The Oldham Offer will provide Limited Partners with an immediate
opportunity to liquidate their investment in the Partnership. Limited
Partners who have a present or future need for the tax credits and/or tax
losses from the Units may, however, prefer to retain their Units and not
tender them pursuant to the Oldham Offer.
As stated by the Purchaser in the Oldham Offer, there may be a conflict of
interest between the Purchaser's desire to purchase the Units at a low
price and a Limited Partner's desire to sell its Units at a high price.
Therefore, Limited Partners might receive greater value if they hold their
Units, rather than tender. Furthermore, Limited Partners should be aware
that a secondary market exists for the Units.
LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE OLDHAM OFFER.
Limited Partners who tender their Units will lose the right to receive any
future distributions from the Partnership, including distributions from any
refinancing or sale of the Partnership's properties. The Partnership has
made no distributions to Limited Partners for the years ended March 31,
1997, 1996, and 1995. In the Partnership's early years, cash available for
distribution was derived from interest earned on the temporary investment
of funds held by the Partnership prior to paying capital contributions to
Local Limited Partnerships. There can be no assurance as to the timing,
amount or occurrence of any future distributions.
Limited Partners should consult with their respective advisors about the
financial, tax, legal and other consequences of the Oldham Offer.
Item 5. Persons Retained, Employed or to Be Compensated.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person to make solicitations or recommendations to Limited Partners on its
behalf concerning the Oldham Offer.
Item 6. Recent Transactions and Intent With Respect to Securities.
(a) Neither the Partnership nor the General Partners or any of their
affiliates have effected any transactions in the Units during the past 60 days
(b) Neither the General Partners nor, to the knowledge of the General
Partners, any of their executive officers, directors, affiliates or
subsidiaries intend to tender Units owned by them to the Purchaser pursuant to
the Oldham Offer.
Item 7. Certain Negotiations and Transactions by the Subject
Company.
(a) No negotiation is being undertaken or is underway by the
Partnership in response to the Oldham Offer which relates to or would result
in: (1) an extraordinary transaction such as a merger or reorganization,
involving the Partnership or any subsidiary of the Partnership; (2) a
purchase, sale or transfer of a material amount of assets by the Partnership
or any subsidiary; (3) tender offer for or other acquisition of securities by
or of the Partnership; or (4) any material change in the present
capitalization or dividend policy of the Partnership.
(b) Except as described above or in Item 3(b), there are no
transactions, board resolutions, agreements in principle or signed contracts
in response to the Oldham Offer which relate to or would result in one or more
of the matters referred to in Item 7(a).
Item 8. Additional Information to Be Furnished.
None.
Item 9. Material to be Filed as Exhibits.
(a)(1) Letter from Boston Financial Qualified Housing Tax Credits L.P.
V, A Limited Partnership to Limited Partners, dated July 24, 1997.
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: July 24, 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
{THIS PAGE INTENTIONALLY LEFT BLANK}