8-K 1 ntci2countryside113011_8k.htm 8-K 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) November 28, 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 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 Registrant’s 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;

 

  • 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.