8-K 1 ntci2sprucenorthwood_8k.htm 8K UNITED STATES

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 Registrant’s limited partnership interests in both Spruce Grove and Northwood to the Assignee for a total of $6,000.  The Registrant’s 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 Registrant’s partnership agreement, the Registrant’s general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves.  It is not anticipated that any distribution to the Registrant’s partners will be made as a result of the assignment of the Registrant’s 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 Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.