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EX-10.11 - EXHIBIT 10.11 - NATIONAL TAX CREDIT INVESTORS IIntci2pineview_ex10z11.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) February 3, 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 Contract

 

National Tax Credit Investors II, a California limited partnership (the “Registrant”), has a 98.99% limited partnership interest in Pineview Terrace I, L.P., a Texas limited partnership (“Pineview Terrace”). Pineview Terrace owns a 120-unit apartment complex located in Katy, Texas.  On February 3, 2011, the Registrant entered into an Assignment and Assumption Agreement (the “Agreement”) effective February 1, 2011 with Munson Pineview Associates, a Texas general partnership (the “Assignee”), and RCC Pineview Associates, L.P., a Delaware limited partnership (the “General Partner”), to provide for the assignment of the Registrant’s limited partnership interest in Pineview Terrace to the Assignee for $1,000,000, net of closing costs. The Registrant’s investment balance in Pineview Terrace was zero at September 30, 2010 and December 31, 2009. 

 

The foregoing description is qualified in its entirety by reference to the Assignment and Assumption Agreement, a copy of which is filed as exhibit 10.11 to this report.

 

Item 2.01   Completion of Acquisition or Disposition of Assets

 

Pursuant to the terms of the Agreement, on February 4, 2011, the Registrant assigned its limited partnership interest in Pineview Terrace to the Assignee effective as of February 4, 2011 and received proceeds of $1,000,000, net of closing costs.  The Registrant is currently evaluating its cash requirements to determine what portion, if any, of the proceeds received from this transaction will be available to distribute to its partners.

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10.11       Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership and National Tax Credit, Inc. II, a California corporation, Munson Pineview Associates, a Texas general partnership and RCC Pineview Associates, L.P., a Delaware limited partnership, effective February 1, 2011.

 

The agreement included as an exhibit 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 Registrant’s other public filings, which are available without charge through the SEC’s 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: February 8, 2011