Exhibit 99.(a)(8)
SUPPLEMENT TO THE
OFFER TO PURCHASE
UP TO 9,125
UNITS
in
BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
for
$925.00 NET PER UNIT IN CASH
by
OLDHAM INSTITUTIONAL TAX CREDITS LLC
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON SEPTEMBER 8, 1997, UNLESS EXTENDED.
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Oldham Institutional Tax Credits LLC, a Massachusetts limited liability
company (the "Purchaser") hereby supplements and amends its offer to purchase up
to 9,125 of the issued and outstanding Units ("Units") of limited partnership
interests ("Limited Partnership Interests") in Boston Financial Tax Credit Fund
VIII, A Limited Partnership, a Massachusetts limited partnership (the
"Partnership"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 24, 1997, the Supplement dated August 18, 1997 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 meaning ascribed to them in the Offer to Purchase.
To the Limited Partners of Boston Financial Tax Credit Fund VIII, A Limited
Partnership:
INTRODUCTION
The Introduction to the Offer to Purchase is hereby supplemented and
amended as follows:
The Purchaser hereby supplements and amends its Offer to increase the
Purchase Price to $925.00 per Unit, net to the seller in cash (the "Purchase
Price"), without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 24, 1997, the Supplement dated August
18, 1997, this Supplement and the related Letter of Transmittal, as each may be
supplemented, modified or amended from time to time (which together constitute
the "Offer"). The Purchaser is also hereby supplementing its Offer to extend
the expiration date of the offer to 12:00 Midnight, Eastern time, on
September 8, 1997, unless extended.
The thirteenth bullet paragraph under the subtitle "FACTORS TO BE
CONSIDERED BY LIMITED PARTNERS.", which referred to the difference in purchase
prices when the Everest offer was at $840 per Unit is hereby deleted.
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THE PURCHASE PRICE HAS BEEN INCREASED TO $925.00 PER UNIT. LIMITED
PARTNERS WHO HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL
AUTOMATICALLY RECEIVE THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER
ACTION.
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THE TENDER OFFER
1. TERMS OF THE OFFER.
Section 1 of the Offer to Purchase is hereby amended and supplemented to
reflect the extension of the expiration date of the Offer. The term "Expiration
Date" shall mean 12:00 midnight, Eastern time, on September 8, 1997, unless the
Purchaser, in its sole discretion, shall have 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.
3. PROCEDURE FOR TENDERING UNITS.
To reflect the assignment of the benefits to be derived from the Units
after August 31, 1997, notwithstanding the extension of the Expiration Date
of the Offer, beyond such date Section 3 of the Offer to Purchase is hereby
amended by replacing the second paragraph under the sub-caption "APPOINTMENT
AS PROXY; POWER OF ATTORNEY" with the following:
In addition, pursuant to such appointment as attorneys-in-fact, the
Purchaser and its designees each will have the power, among other
things, (i) to seek to transfer ownership of such Units on the
books and records of the Partnership (and execute and deliver any
accompanying evidences of transfer and authenticity any of them may
deem necessary or appropriate in connection therewith, including,
without limitation, any documents or instruments required to be
executed under the Partnership Agreement or a "Transferor's
(Seller's) Application for Transfer" created by the NASD, if
required), (ii) to be allocated all Low-Income Housing Credits and
tax losses and to receive any and all distributions made by the
Partnership after August 31, 1997, and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units
in accordance with the terms of the Offer, (iii) to execute and
deliver to the Partnership and/or the General Partner (as the case
may be) a change of address form instructing the Partnership to
send any and all future distributions to which the Purchaser is
entitled pursuant to the terms of the Offer in respect to tendered
Units to the address specified in such form, and (iv) to endorse
any check payable to or upon the order of such Limited Partner
representing a distribution, if any, to which the Purchaser is
entitled pursuant to the terms of the Offer, in each case on behalf
of the tendering Limited Partner.
In addition, Section 3 of the Offer to Purchase is also hereby amended
by replacing the paragraph under the sub-caption "Assignment of Entire
Interest in the Partnership" with the following:
ASSIGNMENT OF ENTIRE INTEREST IN THE PARTNERSHIP. By executing and
delivering the Letter of Transmittal, a tendering Limited Partner
irrevocably assigns to the Purchaser and its assigns all of the,
direct and indirect, right, title and interest of such Limited
Partner in the Partnership with respect to the Units tendered and
purchased pursuant to the Offer, including, without limitation,
such Limited Partner's right, title and interest in and to any and
all Low-Income Housing Credits and tax losses and any and all
distributions made by the Partnership after August 31, 1997, in
respect of the Units tendered by such Limited Partner and accepted
for payment by the Purchaser, regardless of the fact that the
Partnership Agreement provides that transfers are effective on the
first day of the fiscal quarter following the fiscal quarter in
which the transfer occurs. The Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to any
third party, the right to purchase Units tendered pursuant to the
Offer, together with its rights under the Letter of Transmittal,
but any such transfer or assignment will not relieve the assigning
party of its obligations under the Offer or prejudice the rights of
tendering Limited Partners to receive payment for Units validly
tendered and accepted for payment pursuant to the Offer.
6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
Section 6 in the Offer to Purchase is hereby amended and supplemented to
reflect the increase in the Purchase Price. The paragraph contained in such
section under the subtitle "CONSEQUENCES TO TENDERING LIMITED PARTNERS", which
states in dollar amounts the long term capital gain and certain other expected
tax effects of accepting the Offer is replaced with the following:
A Limited Partner who acquired his or her Units pursuant to the original
offering of Units by the Partnership is expected to recognize a long-term
capital gain of approximately $83 per Unit in connection with a sale pursuant to
this Offer. This would result in a tax liability of approximately $17 per Unit
based on a 20% tax rate. Additionally, if such Limited Partner was unable to
utilize his share of previously allocated tax losses of approximately $158 per
Unit as a result of the passive activity limitations discussed above and such
Limited Partner sells all of his Units, such losses will no longer be subject to
the passive activity restrictions and will be available to offset taxable income
of the Limited Partner from any source. Under these circumstances, assuming a
35% marginal tax rate, a sale pursuant to the Offer could generate net tax
savings for a Limited Partner of approximately $39 per Unit from the
transaction.
12. SOURCE OF FUNDS.
Section 12 of the Offer to Purchase is hereby amended to reflect the higher
purchase price. Accordingly, the first sentence of that section is revised to
read as follows:
The Purchaser expects that an aggregate of approximately $8,440,625
(exclusive of fees and expenses) will be required to purchase the
Units sought pursuant to the Offer, if tendered.
13. PURCHASE PRICE CONSIDERATIONS.
Section 13 in the Offer to Purchaser is hereby supplemented as follows:
The Purchaser has increased the Purchase Price to $925.00 net per Unit. The
Purchaser considered the trading prices for the Units in the secondary market
during the twelve-month period ended June 30, 1997 and the estimated present
value of the expected remaining Low-Income Housing Credits in setting the
original offer price. The Purchaser has re-priced this Offer in response to the
change in market conditions caused by the recent competing public tender offer
that has been commenced on the Partnership by Everest Properties, LLC and/or its
affiliates (collectively "Everest") and the increase in the Everest purchase
price to $925 per Unit on August 20, 1997.
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For your convenience, we have included herewith another copy of the Letter
of Transmittal. For Units to be validly tendered pursuant to the Offer, a
Letter of Transmittal, properly completed and duly executed, together with any
other documents required by the Letter of Transmittal, must be received by the
Administrative Agent/Depositary at its address on the back cover page of the
Offer to Purchase on or prior to the Expiration Date. HOWEVER, LIMITED PARTNERS
WHO HAVE ALREADY TENDERED THEIR UNITS TO THE PURCHASER WILL AUTOMATICALLY
RECEIVE THE INCREASED PURCHASE PRICE WITHOUT TAKING ANY FURTHER ACTION.
Oldham Institutional Tax Credits
LLC
August 25, 1997
