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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-20057
WNC HOUSING TAX CREDIT FUND II, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0391979
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section
12(b) of the Act:
Title of Securities Exchanges on which Registered
NONE NOT APPLICABLE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. Inapplicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
PART I
Item 1. Business
Organization
WNC Housing Tax Credit Fund II, L.P. ("HTCF II" or the "Partnership") is a
California limited partnership formed under the laws of the State of California
on January 19, 1990. The Partnership was formed to invest primarily in other
limited partnerships which will own and operate multi-family housing complexes
that will qualify for low income housing credits (the "Low Income Housing
Credit").
The general partner of the Partnership is WNC Financial Group, L.P. (the
"General Partner"). The general partners of WNC Financial Group, L.P. are WNC &
Associates, Inc. ("Associates" .) and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr. Through the Cooper Revocable Trust, owns just less than 70% of the
outstanding stock of Associates John B. Lester, Jr. is the original limited
partner of the Partnership and owns, through the Lester Family Trust, just less
than 30% of the outstanding stock of Associates. The business of the Partnership
is conducted primarily through the General Partner, as the Partnership has no
employees of its own.
On April 27, 1990, the Partnership commenced a public offering of 12,000 units
of Limited Partnership Interests ("Units"), at a price of $1,000 per Unit. The
General Partner concluded the sale of Units on December 31, 1992. A total of
7,000 Units representing $7,000,000 had been sold. Holders of Units are referred
to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner in local limited
partnerships ("Local Limited Partnerships") each of which will own and operate
an apartment complex ("Apartment Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against Federal taxes otherwise due in each year of a ten year period (the
"Credit Period". The Apartment Complex is subject to a fifteen-year compliance
period (the "Compliance Period").
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interest in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited Partnership of any Apartment Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Apartment
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more year in the future, and (iii) the inability of the
Partnership to directly cause the sale of Apartment Complexes by the general
partners of the respective Local Limited Partnerships ("Local General
Partners"), but generally only to require such Local General Partners to use
their respective best efforts to find a purchaser for the Apartment Complexes,
it is not possible at this time to predict whether the liquidation of
substantially all of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership Agreement will be able to
1
be accomplished promptly at the end of the Compliance Period. If a Local Limited
Partnership is unable to sell an Apartment Complex, it is anticipated that the
Local General Partner will either continue to operate such Apartment Complex or
take such other actions as the Local General Partner believes to be in the best
interest of the Local Limited Partnership. In addition, circumstances beyond the
control of the General Partner may occur during the Compliance Period which
would require the Partnership to approve the disposition of an Apartment Complex
prior to the end thereof.
As of December 31, 1997, HTCF II had invested in twenty-seven Local Limited
Partnerships. Each of these Local Limited Partnerships own an Apartment Complex
that is eligible for the Low Income Housing Credit. All of the Local Limited
Partnerships also benefit from government programs promoting low or
moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multifamily residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and neither the
Partnership's investments nor the Apartment Complexes owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the Partnership will be able to dispose of its interests in Local Limited
Partnerships at the end of the Compliance Period. The value of the Partnership's
investments will be subject to changes in national and local economic
conditions, including unemployment conditions, which could adversely impact
vacancy levels, rental payment defaults and operating expenses. This, in turn,
could substantially increase the risk of operating losses for the Apartment
Complexes and the Partnership. The Apartment Complexes could be subject to loss
through foreclosure. In addition, each Local Limited Partnership is subject to
risks relating to environmental hazards which might be uninsurable. Because the
Partnership's ability to control its operations will depend on these and other
factors beyond the control of the General Partner and the general partners of
the Local Limited Partnerships, there can be no assurance that Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.
As of December 31, 1998, all of the Apartment Complexes were completed and in
operation. The Apartment Complexes owned by the Local Limited Partnerships in
which HTCF II has invested were developed by the Local General Partners who
acquired the sites and applied for applicable mortgages and subsidies. HTCF II
became the principal limited partner in these Local Limited Partnerships
pursuant to arm's-length negotiations with Local General Partners. As a limited
partner, HTCF II liability for obligations of the Local Limited Partnership is
limited to its investment. The Local General Partner of the Local Limited
Partnership retains responsibility for maintaining, operating and managing the
Apartment Complex.
The following is a schedule of the status as of December 31, 1998, of the
Apartment Complexes owned by Local Limited Partnerships in which HTCF II is a
limited partner.
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SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH HTCF II HAS AN INVESTMENT
December 31, 1998
--------------------------------------------------------------
Percentage of
Total Units Total Units
Name & Location Units Occupied Occupied
- --------------- ----- -------- --------
Airport Road Assoc. 40 36 90%
Slidell, Louisiana
Am-Kent Associates, Ltd. 32 32 100%
Amite & Kentwood, Louisiana
Arizona I 42 39 93%
Show Low, Arizona
Ashland Investment Group 40 40 100%
Ashland, Oregon
Brantley Housing, Ltd. 19 17 89%
Brantley, Alabama
Brian's Village Apartments, Ltd. 28 28 100%
Mannford, Oklahoma
Candlerigde Apartments of Perry LP 23 23 100%
Perry, Iowa
Candlerigde Apts. of Runnells L.P. 15 15 100%
Runnells, Iowa
Casa Allegre Limited Partnership 42 42 100%
Las Vegas, New Mexico
Castroville Village, Ltd. 40 39 98%
Castroville, Texas
Cherokee 31 31 100%
Rogersville, Tennessee
Divall Midland Associates Limited II 32 30 94%
Port Washington, Wisconsin
Eclectic Housing, Ltd 15 15 100%
Electic, Alabama
Elizabeth Square 48 45 94%
Raceland, Louisiana
Emory Capital, L.P. 16 16 100%
Emory, Texas
Emory Manor, L.P. 24 24 100%
Emory, Texas
Idalou Manor, L.P. 24 22 92%
Idalou, Texas
Jefferson Capital, L.P. 30 26 87%
Jefferson, Texas
Jefferson Manor, L.P. 32 26 81%
Jefferson, Texas
Lake View, a Wisconsin Limited 40 38 95%
Partnership
Littlefield Manor, L.P. 24 22 91%
Littlefield, Texas
Perry County Housing, Ltd. 15 15 100%
Uniontown, Alabama
Pine Hill Housing, Ltd. 19 19 100%
Pine Hill, Alabama
Rociada Partners Limited 28 27 96%
Hereford, Texas
Wadley Housing, Ltd. 15 14 93%
Wadley, Alabama
Whitewater Woods, 40 37 93%
Whitewater, Wisconsin
Willcox Investment Group 30 30 100%
Willcox, Arizona ---- -------- --------
Totals 784 747 95%
==== === ===
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Item 2. Properties
ITEM 2. PROPERTIES:
Through its investment in Local Limited Partnerships HTCF II holds interests in
Apartment Complexes. See Item 1 for information pertaining to these Apartment
Complexes.
Item 3. Legal Proceedings
NONE.
Item 4. Submission of Matters to a Vote of Security Holders
NONE.
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a
public offering. It is not anticipated that any public market will develop for
the purchase and sale of any Unit. Units can be assigned only if certain
requirements in the Partnership Agreement are satisfied.
(b) At December 31, 1998, there were 582 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners received Low
Income Housing Credits of $145, $145 and $145 for 1998, 1997 and 1996,
respectively, per Unit.
Item 6. Selected Financial Data
OMITTED.
Note to Reader. Some of the limited partnerships in which the
Partnership has investments have yet to provide final audited financial
statements and other information as required under the terms of the
respective partnership agreements. That information is critical to the
completion of the Partnership's required disclosures in this Annual
Report on Form 10K, including information on the underlying property
investments, the Partnership's financial statements and required
supplementary schedules. Every effort is being made to obtain this
information and the registrant will file an amended Form 10K as quickly
as possible.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED
See the Note to Reader in Part II, Item 6.
4
Impact of Year 2000
Associates has assessed the Partnership's exposure to date sensitive computer
systems that may not be operative subsequent to 1999. As a result of this
assessment, Associates has executed a plan to minimize the Partnership's
exposure to financial loss and/or disruption of normal business operations that
may occur as a result of Year 2000 non-compliant computer systems.
Business Computer Systems
These systems include both computer hardware and software applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General Partner.
Associates developed a compliance plan for each of its business computer
systems, with particular attention given to critical systems. Associates
contracted with an outside vendor to evaluate, test and repair such systems. The
assessment consisted of determining the compliance with Year 2000 of critical
computer hardware and software. Incidences of non-compliance were found with
respect to computer software applications and were corrected. The vendor found
no instances of non-compliance with respect to computer hardware.
The Local General Partners or property managers maintain the business computer
systems that relate to the operations of the Local Limited Partnerships.
Associates is in the process of obtaining completed questionnaires from such
Local General Partners and property management companies to assess their
respective Year 2000 readiness. Associates intends to identify those Local
General Partners and property management companies that have systems critical to
the operations of the Local Limited Partnerships that are not Year 2000
compliant. For those Local General Partners and property management companies
which have business computer systems which will not be Year 2000 compliant prior
to December 31, 1999 and where the lack of such compliance is determined to have
a potential material effect on the Partnership's financial condition and results
of operations, Associates intends to develop contingency plans which may include
changing property management companies.
Outside Vendors
Associates has obtained assurances from its suppliers of electrical power and
banking and telecommunication services that their critical systems are all Year
2000 compliant. There exists, however, inherent uncertainty that all systems of
outside vendors or other third parties on which the General Partner, and thus
the Partnership, and the Local General Partners and property management
companies, and thus the Local Limited Partnerships, rely will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.
Personal Computers
Associates has determined that its personal computers and related software
critical to the operations of the Partnership are Year 2000 compliant.
Item 7A. Quantitative and Qualitative and Qualitative Disclosures About Market
Risk
NONE.
Item 8. Financial Statements and Supplementary Data
OMITTED.
See the Note to Reader in Part II, Item 6.
5
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the Partnership's principal independent accountant.
(ii) The reports of Corbin & Wertz respecting the financial
statements of the Partnership did not contain an adverse opinion or a
disclaimer of opinion, nor were any such reports qualified or modified
as to uncertainty, audit scope, or accounting principles, as of and
for the years ended December 31, 1997 and 1996.
(iii) The decision to change accountants was approved by the
board of directors of Associates, the general partner of the General
Partner.
(iv) During the last two fiscal years and subsequent interim
period of the Partnership there were no disagreements between Corbin &
Wertz and the Partnership on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure of the nature described in Item 304(a)(1)(iv) of Securities
and Exchange Commission Regulation S-K.
(v) During the last two fiscal years and subsequent interim
period of the Partnership there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
(a)(2) On February 3, 1999, BDO Seidman, LLP, Costa Mesa, California
was engaged as the Partnership's principal independent accountant.
During the last two fiscal years and subsequent interim period of the
Partnership, the Partnership did not consult BDO Seidman, LLP
regarding (i) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be
rendered on the Partnership's financial statements, or (ii) any matter
that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
was a reportable event (as defined in Item 304(a)(1)(v) of Securities
and Exchange Commission Regulation S-K).
6
PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who
serves as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred
N. Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC &
Associates, Inc. are Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs previously sponsored by the Sponsor.
Mr. Cooper has been involved in real estate investment and acquisition
activities since 1968. Previously, during 1970 and 1971, he was founder and
principal of Creative Equity Development Corporation, a predecessor of WNC &
Associates, Inc., and of Creative Equity Corporation, a real estate investment
firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and
a member of the Acquisition Committee of WNC & Associates, Inc. He is President
of, and a registered principal with, WNC Capital Corporation, a member firm of
the NASD, and is a Director of WNC Management, Inc. He has been involved in
investment and acquisition activities with respect to real estate since he
joined the Sponsor in 1988. Prior to this, he served as Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate
Director of NAHB. He graduated from The American University in 1985 with a
Bachelor of Arts degree.
7
David N. Shafer, age 46, is Senior Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
Michael L. Dickenson, age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates, Inc. and
Chief Financial Officer of WNC Management, Inc. He has been involved with
acquisition and investment activities with respect to real estate since 1985.
Prior to joining the Sponsor in March 1999, he was the Director of Financial
Reporting at TrizecHahn Centers Inc., a developer and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer, from 1985 to 1988. Mr. Dickenson is a member of the Financial
Accounting Standards Committee for the National Association of Real Estate
Companies and the American Institute of Certified Public Accountants, and a
Director of HomeAid Southern California, a charitable organization affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant.
Thomas J. Riha, age 44, is Vice President - Asset Management and a member
of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President by MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC &
Associates, Inc. He has been involved in real estate acquisitions and
investments since 1986 and has been employed with WNC & Associates, Inc. since
1994. Prior to that, he served on the development team of the Bixby Ranch which
constructed apartment units and Class A office space in California and
neighboring states, and as a land acquisition coordinator with Lincoln Property
Company where he identified and analyzed multi-family developments. Mr. Buckland
graduated from California State University, Fullerton in 1992 with a Bachelor of
Science degree in Business Finance.
8
David Turek, age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved with real estate investment and finance activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996, Mr. Turek served as a consultant for a national Tax Credit sponsor
where he was responsible for on-site feasibility studies and due diligence
analyses of Tax Credit properties. From 1990 to 1995, he was involved in the
development of conventional and tax credit multi-family housing. He is a
Director with the Texas Council for Affordable Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.
Kay L. Cooper, age 62, is a Director of WNC & Associates, Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:
(a) Organization and Offering Expenses. The Partnership paid the General Partner
or its affiliates as of December 31, 1998 approximately $1,037,000 for selling
commissions and other fees and expenses of the Partnership's offering of Units.
Of the total paid to the General Partner or its affiliates, approximately
$1,037,000 was paid (reallowed) by the General Partner or its affiliates to
unaffiliated persons participating in the Partnership's offering or rendering
other services in connection with the Partnership's offering.
(b) Acquisition fees in an amount equal to 9% of the gross proceeds of the
Partnership's offering ("Gross Proceeds"). The Partnership paid the General
Partner or its affiliates as of December 31, 1998, acquisition fees of $630,000.
(c) The Partnership reimbursed the General Partner or its affiliates as of
December 31, 1998 for acquisition expenses expended by such persons on behalf of
the Partnership in the amounts $10,581.
(d) An annual asset management fee in an amount equal to 0.5% of invested assets
(the sum of the Partnership's Investment in Local Limited Partnership Interests
and the Partnership's allocable share of the amount of the mortgage loans on and
other debts related to, the Apartment Complexes owned by such Local Limited
Partnerships.) Fees of $144,903, $144,903, $144,903, $144,903, and $144,903 were
incurred for 1998, 1997, 1996, 1995, and 1994, respectively.
9
(e) A subordinated disposition fee in an amount equal to 1% of the sale price
received in connection with the sale or disposition of an Apartment Complex or
Local Limited Partnership Interest. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital contributions
and payment of the Return on Investment to the Limited Partners. "6% Preferred
Return" means a 6% annual, cumulative but not compounded, "return" to the
Limited Partners (including Low Income Housing Credits) as a class on their net
capital contributions. For this purpose, the net capital contributions of the
Limited Partners shall be equal to their Capital Contributions, reduced by the
amount treated as returned to the Limited Partners.
(f) The General Partner was allocated Low Income Housing Credits of $10,257,
$10,257 and 10,258 for 1998 1997 and 1996, respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to the General Partner to own beneficially in excess of 5%
of the outstanding Limited Partnership Interests.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or beneficially
any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partners may be changed at any time in
accordance with their respective organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
First, with the consent of any other General Partners and a majority-in-interest
of the Limited Partners, any General Partner may designate one or more persons
to be successor or additional General Partners. In addition, any General Partner
may, without the consent of any other General Partner or the Limited Partners,
(I) substitute in its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets, stock or
other evidence of equity interest and continued its business, or (ii) cause to
be admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership will
be classified a partnership for Federal income tax purposes. Finally, a
majority-in-interest of the Limited Partners may at anytime remove the General
Partner of the Partnership and elect a successor General Partner
10
Item 13. Certain Relationships and Related Transactions
WNC & Associates, Inc. All of the Partnership's affairs are managed by the
General Partner, through Associates. The transactions with the General Partner
and Associates are primarily in the form of fees paid by the Partnership for
services rendered to the Partnership, as discussed in Item 11 and in the notes
to the accompanying financial statements.
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
OMITTED.
See the Note to Reader in Part II, Item 6.
Exhibits
(3) Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement is included as Exhibit B to the Prospectus, filed as
Exhibit 28.1 to Form 10 K for the year ended December 31, 1994. (10) Material
contracts 10.1 Amended and Restated Agreement of Limited Partnership of
Candleridge Apartments of Perry, L.P. II filed as exhibit 10.1 to Form
8-K dated May 26, 1994 is hereby incorporated herein by reference as exhibit
10.1.
10.2 Second Amended and Restated Agreement of Limited Partnership of Parlier
Garden Apts. filed as exhibit 10.2 to the current report Form 8-K dated May 26,
1994 is hereby incorporated herein by reference as exhibit 10.2.
10.3 Agreement of Limited Partnership of Rosewood Apartments Limited Partnership
filed as exhibit 10.3 to the current report Form 8-K dated May 26, 1994 is
hereby incorporated herein by reference as exhibit 10.3.
10.4 Agreement of Limited Partnership of Limited Partnership of Nueva Sierra
Vista Associates filed as exhibit 10.4 to the Form 8-K/A Amendment No. 1 to
Current Report dated May 26, 1994 is hereby incorporated herein by reference as
exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Memory Lane
Limited Partnership filed as exhibit 10.1 to Form 8-K dated July 7, 1994 is
hereby incorporated herein by reference as exhibit 10.5.
10.6 Second Amended and Restated Agreement of Limited Partnership of Tahoe Pines
Apartments filed as exhibit 10.1 to Form 8-K dated July 27, 1994 is hereby
incorporated herein by reference as exhibit 10.6.
Reports on Form 8-K
Form 8K Current Report was filed December 22, 1998
11
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND II, L.P.
By: WNC Financial Group, L.P. General Partner of the Registrant
By: WNC & Associates, Inc. General Partner of WNC Financial Group, L.P.
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr.
President and Chief Operating Officer of WNC & Associates, Inc.
Date: April 13, 1999
By: /s/ Michael L. Dickenson
- -----------------------------------------------------
Michael L. Dickenson
Vice-president - Chief Financial Officer of WNC & Associates, Inc.
Date: April 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Wilfred N. Cooper, Sr.
- -----------------------------------------------------
Wilfred N. Cooper, Sr.
Director and Chairman of the Board WNC & Associates, Inc.
Date: April 13, 1999
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr. Director, WNC & Associates, Inc.
Date: April 13, 1999
By: /s/ David N. Shafer.
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John B. Lester, Jr. Director, WNC & Associates, Inc.
Date: April 13, 1999
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