Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 5± 21K
2: EX-4 Neighborhood Restoration Limited Partnership, Vii 94± 351K
3: EX-4 Neighborhood Restorations Limited Partnership, Vii 6± 20K
4: EX-10 Neighborhood Restoration Limited Partnership, Vii 9± 41K
5: EX-10 Neighborhood Restoration Limited Partnership, Vii 3± 16K
8-K — Current Report
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 11, 1998
BOSTON CAPITAL TAX CREDIT FUND IV L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
33-70564 04-3208648
(Commission File Number) (IRS Employer Identification No.)
c/o Boston Capital Partners, Inc.,
One Boston Place, Boston, Massachusetts 02108-4406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 624-8900
None
(Former name or former address, if changed since last report)
Item 5. Other Events
On March 11, 1998, Boston Capital Tax Credit Fund IV L.P.,
a Delaware limited partnership, specifically Series 28 thereof
(the "Partnership") completed various agreements relating to
Neighborhood Restorations Limited Partnership, VII, a
Pennsylvania limited partnership (the "Operating Partnership"),
including the First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership dated as of March 11,
1998 (the "Operating Partnership Agreement"), pursuant to which
the Partnership acquired a limited partner interest in the
Operating Partnership. Capitalized terms used and not otherwise
defined herein have their meanings set forth in the Operating
Partnership Agreement, a copy of which is attached hereto as
Exhibit (2)(a).
The Operating Partnership owns and operates a scattered
site project located in Philadelphia, Pennsylvania (the "Apartment
Complex"). The Apartment Complex consists of 44 different sites
containing 72 newly constructed or extensively renovated units.
There are five (5) 1-bedroom units, twenty (20) 2-bedroom units,
forty-six (46) 3-bedroom units and one (1) 4-bedroom unit. The
Apartment Complex was recently completed and is currently 100%
occupied.
The Operating Partnership is currently receiving
construction financing in the amount of $4,100,000 (the
"Construction Loan") from Royal Bank of Pennsylvania. The
Construction Loan matures in July 1998 and bears interest at
the prime rate plus 2.5% with a cap of 10.75%. The Operating
Partnership expects to receive permanent mortgage financing in
the amount of $2,600,000 (the "Permanent Loan") from
Collaborative Lending Initiative, Inc. The Permanent Loan will
be payable over a fifteen-year term based on a fifteen-year
amortization schedule and will bear interest at the 10-year
treasuries rate plus 2.75%. The Operating Partnership also
received a direct subsidy grant in the amount of $216,000 which
was made by Keystone Bank, N.A. from the Affordable Housing
Program as administered by the Federal Home Loan Bank of
Pittsburgh.
It is expected that 100% of the rental apartment units in
the Apartment Complex will qualify for the low-income housing tax
credit (the "Tax Credits") under Section 42 of the Internal
Revenue Code of 1986, as amended (the "Code").
The General Partner of the Operating Partnership is WPB
II, L.P., a Pennsylvania limited partnership (the "General
Partner") whose general partner is WPB II, Inc., a Pennsylvania
corporation ("WPB II") which also serves as the Developer of the
Apartment Complex. WPB II is equally-owned by James Levin and
Scott Mazo. Mr. Levin, a Certified Public Accountant, has been
involved with the development and syndication of tax credit
projects since 1990. Mr. Mazo has been involved in the
development of the tax credit projects since 1990 and commercial
rental properties since the mid 1980's. Since forming a
partnership in 1992, Mr. Levin and Mr. Mazo have developed over 350 units
of affordable housing.
Mr. Levin and Mr. Mazo are also the sole owners of Prime Property
Management, Inc., a property management company which is serving
as the Management Agent for the Apartment Complex.
The Partnership acquired its interest in the Operating
Partnership directly from the Operating Partnership in
consideration of an agreement to make a Capital Contribution of
$3,816,835 to the Operating Partnership in four (4) Installments
as follows:
I. $202,094 (the "First Installment") on the Admission Date;
II. $3,226,741 (the "Second Installment") on the latest
of (A) the Completion Date, (B) Cost Certification,
(C) receipt of an updated Title Policy in form and substance
satisfactory to the Special Limited Partner, (D) receipt by
the Partnership of the Contractor Pay-Off Letter,
(E) receipt by the Partnership of an Estoppel Letter from
each Lender or (F) satisfaction of the Due Diligence
Recommendations;
III. $380,500 (the "Third Installment") on the latest of
(A) the Initial 100% Occupancy Date, (B) Permanent
Mortgage Commencement, (C) State Designation or (D) Rental
Achievement; and
IV. $7,500 (the "Fourth Installment") upon the receipt
by the Partnership of a copy of the property filed Operating
Partnership federal income tax return and an audited Operating
Partnership financial statement for the year in which Rental
Achievement occurs.
The total Capital Contribution of the Partnership to the
Operating Partnership is based on the Operating Partnership
receiving $5,269,870 of Tax Credits during the 10-year period
commencing in 1998 of which 99.9% ($5,264,600) amount will be
allocated to the Partnership as the Investment Limited Partner
of the Operating Partnership. The Special Limited Partner of
the Operating Partnership is BCTC 94, Inc., an affiliate of
the Partnership. The Class A Limited Partner of the Operating
Partnership is Neighborhood Economic Support Foundation, a
Pennsylvania non-profit corporation.
The Partnership believes that the Apartment Complex is
adequately insured.
Ownership interests in the Operating Partnership are
as follows, subject in each case to certain priority
allocations and distributions as set forth in the Operating
Partnership Agreement:
Normal Capital Cash
Operations Transactions Flow Tax Credits
General Partner 0.9% 89.999% 90% 0.1%
Partnership 99.9% 9.999% 10% 99.9%
Special Limited
Partner 0% .001% 0% 0%
Class A Limited
Partner 0.1% .001% 0% 0%
The Partnership used the funds obtained from the payments
of the holders of its beneficial assignee certificates to make
the acquisition of its interest in the Operating Partnership.
The Special Limited Partner or an affiliate thereof will
receive an Asset Management Fee from the Operating Partnership
for services in connection with the Operating Partnership's
accounting matters and the preparation of tax returns and reports
to the Partnership in the annual amount of $7,500. The Asset
Management Fee shall begin to accrue as of the Admission Date and
shall be pro rated in 1998 for the portion of the year that the
Special Limited Partner was a Partner of the Operating
Partnership. The Asset Management Fee for each Fiscal Year will
be payable from Cash Flow in the manner and priority set forth in
Section 10.2(a) of the Operating Partnership Agreement; provided,
however, that if in any Fiscal Year, Cash Flow is insufficient to
pay the full amount of the Asset Management Fee, the unpaid
portion thereof shall accrue and be payable on a cumulative basis
in the first Fiscal Year in which there is sufficient Cash Flow
or Capital Proceeds as provided in Article X of the Operating
Partnership Agreement.
The Operating Partnership shall pay to the General
Partner an annual non-cumulative fee (the "Partnership Management
Fee") for its services in connection with the administration of
the day to day business of the Operating Partnership in an annual
amount of $7,500. The Partnership Management Fee shall begin to
accrue as of the Admission Date and shall be pro rated in 1998
for the portion of the year that the Special Limited Partner was
a Partner of the Operating Partnership. The Partnership
Management Fee for each Fiscal Year of the Operating Partnership
shall be payable from Cash Flow in the manner and priority set
forth in Section 10.2(a) of the Operating Partnership Agreement
to the extent Cash Flow is available therefor for such Fiscal
Year.
As a reimbursement for certain advances and as
compensation for the Developer's services in connection with the
development and construction of the Apartment Complex, the
Operating Partnership shall pay to the Developer a Development
Fee in the amount of $575,000 in accordance with the terms of the
Amended and Restated Development Agreement. The Developer will
also be entitled to a Disposition Fee equal to 6% of the gross
sales proceeds of the Apartment Complex in accordance with the
terms of the Capital Disposition Agreement.
The Management Agent for the Apartment Complex is
receiving a management fee equal to 8% of collected rents. The
Class A Limited Partner will receive an expense reimbursement of
$7,000 which will be paid at the time of closing of the Permanent
Loan.
Item 7. Exhibits.
(c) Exhibits. Page
(1) (a)<F1> Form of Dealer-Manager Agreement between Boston
Capital Services, Inc. and the Registrant (including, as
an exhibit thereto, the form of Soliciting Dealer Agreement)
(2) (a) First Amended and Restated Agreement of Limited
Partnership of Neighborhood Restorations Limited
Partnership, VII
(2) (b) General Partner's Payment Certificate relating to
Neighborhood Restorations Limited Partnership, VII
(2) (c) Development Agreement relating to Neighborhood
Restorations Limited Partnership, VII
(2) (d) Capital Disposition Agreement relating to
Neighborhood Restorations Limited Partnership, VII
(4) (a)<F2> Agreement of Limited Partnership of the Partnership
(16) None
(17) None
(21) None
(24) None
(25) None
(28) None
_______________
<F1> Incorporated by reference to Exhibit (1) to Registration
Statement No. 33-70564 on Form S-11, as filed with the
Securities and Exchange Commission.
<F2> Incorporated by reference to Exhibit (4) to Registration
Statement No. 33-70564 on Form S-11, as filed with the
Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.
Dated: April 28, 1998
BOSTON CAPITAL TAX CREDIT FUND IV L.P.
By: Boston Capital Associates IV L.P.,
its General Partner
By: C&M Associates, d/b/a Boston
Capital Associates, its
General Partner
By:/s/ Herbert F. Collins
Herbert F. Collins,
Partner
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘8-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 4/30/98 | | 8-K |
| | 4/28/98 |
| For Period End: | | 3/11/98 |
| List all Filings |
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