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) November 28, 2011
(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))
National Tax Credit Investors II, a California limited partnership (the Registrant), holds a 99% limited partnership interest in Countryside North American Partners L.P., a New Jersey limited partnership (Countryside). Countryside owns a 180-unit apartment complex located in Howell, New Jersey. On November 28, 2011, the Registrant entered into an Assignment and Assumption Agreement (the Assignment Agreement) with the operating general partner of Countryside and HCI Properties LLC, a New Jersey limited liability company (the Assignee), to assign its limited partnership interest in Countryside to the Assignee for $3,700,000. The Registrants investment balance in Countryside was zero at September 30, 2011 and December 31, 2010.
CLOSING: The anticipated closing date for the assignment is December 30, 2011 and is subject to i) the consent of the Executive Director of New Jersey Housing and Mortgage Finance Agency to the transfer of interest and ii) Countryside receiving a commitment for a mortgage loan on the apartment complex in the principal amount of not less than $7,300,000, at an annual interest rate of no greater than five percent, a term of no less than ten years and an amortization period of no less than thirty years. If either condition is not met prior to closing then the Assignment Agreement shall terminate. The purchase price is payable at closing as follows: $150,000 in cash and a promissory note in the principal amount of $3,550,000. The promissory note will have a maturity date of June 30, 2012 and will bear interest at the annual rate of two percent if paid on or before March 31, 2012 and seven percent if paid after March 31, 2012.
The foregoing description is qualified in its entirety by reference to the Assignment and Assumption Agreement, a copy of which is filed as exhibit 10.15 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.15 Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; HCI Properties LLC, a New Jersey limited liability company; Howell Countryside, Inc., a New Jersey corporation and A.A.H. Management Company, Inc., a New Jersey corporation, dated November 28, 2011.
The agreement included as an exhibit to this Form 8-K contains 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;
· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and
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.
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: November 30, 2011
Exhibit 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the Agreement) is made as of November 28, 2011 (the Effective Date), by and between National Tax Credit Investors II, a California limited partnership (Assignor), HCI Properties LLC, a New Jersey limited liability company (Assignee); Howell Countryside, Inc., a New Jersey corporation (the Operating General Partner); National Tax Credit, Inc. II, a California corporation (the Administrative General Partner); and A.A.H. Management Company, Inc., a New Jersey corporation (Guarantor and together with Assignor, Assignee, the Operating General Partner and the Administrative General Partner, each a Party and, as the context requires, any two or more, collectively, Parties), with reference to the following:
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 Effective as of the Closing (as hereinafter defined):
1.2 The total consideration for Assignors assignments of the Interest as provided in this Agreement is $3,700,000, payable at the Closing as follows:
The foregoing consideration shall be treated as a direct acquisition of the Interest. Assignor covenants and agrees that such sum shall be received in full satisfaction of all obligations and liabilities due Assignor in connection with or in any manner arising out of the Partnership, the Apartment Complex or any other assets owned by the Partnership. The cash portion of the Payment shall be made by federal funds wired pursuant to instructions from Assignor.
(a) As provided in Section 1.2, Assignee shall pay the Payment;
2.3 It is expressly understood and agreed by Assignee and Guarantor that even if the Closing does not occur by the Closing Date, interest on the principal amount of the Note at the rate therein stated shall begin to accrue as of the Closing Date notwithstanding any extensions thereof and Assignee and Guarantor shall be obligated to pay such interest notwithstanding anything herein or therein to the contrary.
3.1 Each of the Parties acknowledges that the consent of the Executive Director of HMFA (the Director) to the transfer of the Interest, as contemplated by this Agreement, is required. The Operating General Partner and Assignee shall each use commercially reasonable efforts to obtain the same, and Assignor, at no cost, expense or liability to them, will cooperate to provide the Director with such information and executed documents which the Director may reasonably require in order to evaluate such transfer and it shall be a condition precedent to Closing that the Directors consent is received prior to Closing. The Operating General Partner and Assignee, on the one hand, and Assignor, on the other, shall each provide the other with copies of any correspondence from the Director that it receives in connection with the Directors review of the proposed transfer of the Interests. It shall be a further condition precedent to Closing that the ten (10)-day veto period for the New Jersey Governor expires without the veto of the transaction contemplated by this Agreement.
3.4 Notwithstanding anything to the contrary contained or implied in this Agreement, there are no other conditions to the obligation of the Parties to close the transaction contemplated by this Agreement except as expressly set forth in this Section 3.
3.5 If on or before Closing any condition set forth in Section 3 has not been satisfied, this Agreement shall terminate and be of no further force or effect.
4. Representations, Warranties and Covenants.
(a) The execution and delivery of this Agreement by such Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings.
4.3 As a material inducement to Assignor entering into this Agreement:
(b) The Operating General Partner covenants to Assignor that on or before Closing, the Partnership will have obtained all necessary consents and approvals for the transactions contemplated by this Agreement, including, but not limited to, the consents, to the extent required, of all Lenders and the Authority.
(a) If to Assignor or the Administrative General Partner, to the intended recipient at:
c/o National Partnership Investments Corp.
639 Granite Street
Suite 312
Braintree, MA 02184
Attention: Jesse Curll
Facsimile: 781-849-7652
and:
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver, CO 80237
Attention: Trent Johnson, Esq.
Facsimile: 720-200-6882
with a copy to:
Law Offices of Peter H. Alpert, Inc.
601 S. Figueroa Street, Suite 2330
Los Angeles, CA 90017
Attention: Peter H. Alpert
Facsimile: 213-687-1511
(b) If to Assignee, the Operating General Partner or Guarantor, to the intended recipient at::
c/o AAH Management Co., Inc.
Laurelwood Corporate Center
1103 Laurel Oak Road, Suite 105B
Voorhees, NJ 08043
Attention: Barry Sharer
Facsimile: 856-435-4868
with a copy to:
Paul & Katz, P.C.
Laurelwood Corporate Center
1103 Laurel Oak Road, Suite 105C
Voorhees, NJ 08043
Attention: Edward L. Paul
Facsimile: 856-435-7064
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
6.6 The Parties shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.
[Signatures on following page(s)]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.
ASSIGNOR: NATIONAL TAX CREDIT INVESTORS II,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By: /s/Jesse Curll
Name: Jesse Curll
Title: Vice President
ASSIGNEE: HCI PROPERTIES LLC,
a New Jersey limited liability company
By /s/Barry Sharer
Name: Barry Sharer
Title: Managing Member
GENERAL PARTNER: HOWELL COUNTRYSIDE, INC.,
a New Jersey corporation
By /s/Barry Sharer
Name: Barry Sharer
Title: President
GUARANTOR: A.A.H. MANAGEMENT COMPANY, INC.,
a New Jersey corporation
By /s/Barry Sharer
Name: Name: Barry Sharer
Title: President
ADMINISTRATIVE GENERAL PARTNER: NATIONAL TAX CREDIT, INC. II,
a California corporation
By: /s/Jesse Curll
Name: Jesse Curll
Title: Vice President