Attached files
file | filename |
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EX-10.13 - EXHIBIT 10.13 - NATIONAL TAX CREDIT INVESTORS II | ntci2northwood_ex10z13.htm |
EX-10.12 - EXHIBIT 10.12 - NATIONAL TAX CREDIT INVESTORS II | ntci2sprucegrove_ex10z12.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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) June 7, 2011
NATIONAL TAX CREDIT INVESTORS II
(Exact name of Registrant as specified in its charter)
California 0-20610 93-1017959
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
National Tax Credit Investors II, a California limited partnership (the Registrant) holds a 99% limited partnership interest in both Sitka III Associates, an Idaho limited partnership (Spruce Grove), and Soldotna Associates, an Idaho limited partnership (Northwood). Spruce Grove owns a 16-unit apartment complex located in Sitka, Alaska and Northwood owns a 23-unit apartment complex located in Soldotna, Alaska. On June 7, 2011, the Registrant entered into separate Assignment and Assumption Agreements (the Agreements) with Tailored Management Services, LLC, an Idaho limited liability company (the Assignee), and Marty D. Frantz, an individual (the Operating General Partner), to provide for the assignment of the Registrants limited partnership interests in both Spruce Grove and Northwood to the Assignee for a total of $6,000. The Registrants investment balance in both Spruce Grove and Northwood was zero at March 31, 2011 and December 31, 2010.
The foregoing description is qualified in its entirety by reference to the Assignment and Assumption Agreements, copies of which are filed as exhibits 10.12 and 10.13 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the terms of the Agreements, on June 7, 2011, the Registrant assigned its limited partnership interests in Spruce Grove and Northwood and received proceeds of $6,000.
In accordance with the terms of the Registrants partnership agreement, the Registrants general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrants reserves. It is not anticipated that any distribution to the Registrants partners will be made as a result of the assignment of the Registrants interests in Spruce Grove and Northwood.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.12 Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; Tailored Management Services, LLC, an Idaho limited liability company and Marty D. Frantz, an individual, dated June 7, 2011.
10.13 Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; Tailored Management Services, LLC, an Idaho limited liability company and Marty D. Frantz, an individual, dated June 7, 2011.
The agreements included as exhibits to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
- have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and
· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrants other public filings, which are available without charge through the SECs website at http://www.sec.gov.
SIGNATURE
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 hereunto duly authorized.
NATIONAL TAX CREDIT INVESTORS II
By: National Partnership Investments Corp.
General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: June 13, 2011