UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2013
NATIONAL TAX CREDIT INVESTORS II
(Exact name of registrant as specified in its charter)
California | 0-20610 | 93-1017959 | |||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | |||
Incorporation) |
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| 80 International Drive Greenville, South Carolina 29615 |
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Registrants Telephone Number, Including Area Code: (864) 239-1000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation 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 4.01 Changes in Registrants Certifying Accountant
(a) On June 7, 2013, National Tax Credit Investors II, a California limited partnership (the Registrant), dismissed Ernst & Young LLP (E&Y) as the Registrants independent registered public accounting firm effective on that date. As previously reported in Item 7.01 of the report on Form 8-K furnished on December 26, 2012, the general partner of the Registrant was acquired by Bethesda Holdings II, LLC (Bethesda). As part of the process of transitioning the management and operations of the Registrants general partner from the prior owner, Bethesda has sought to transition the Registrants independent accountant. As previously disclosed in the Registrants annual report on Form 10-K filed on April 1, 2013, the Registrant has no directors, and there is a general partner responsible for conducting the business of the Partnership. The general partner has approved the dismissal of E&Y.
None of E&Ys audit reports on the Registrants financial statements for the fiscal years ended December 31, 2011 and 2012 contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. In addition, at no point during the two fiscal years ended December 31, 2012 and the subsequent interim period through June 7, 2013 were there any (1) disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of E&Y, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports, or (2) "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
On June 7, 2013, the Registrant provided E&Y with a copy of the disclosure set forth in this Item 4.01 and requested that E&Y furnish the Registrant with a letter addressed to the SEC stating whether E&Y agrees with the statements made in this Item 4.01, each as required by applicable SEC rules. A copy of the letter, dated June 13, 2013, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Effective on June 7, 2013, the general partner of the Registrant approved the appointment of Carter & Company, CPA, LLC (Carter) as the Registrants new independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2013. During the fiscal years ended December 31, 2011 and 2012, and through June 7, 2013, neither the Registrant, nor anyone on its behalf, consulted Carter regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Registrant, and no written report or oral advice was provided to the Registrant by Carter that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
16.1 Letter regarding change in certifying accountant from Ernst & Young LLP.
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 |
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| By: National Partnership Investments, LLC Corporate General Partner
By: /s/ Edward Schmidt |
| Edward Schmidt |
| Director of Reporting
DATED: June 13, 2013 |
Exhibit 16.1
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
June 13, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated June 7, 2013, of National Tax Credit Investors II and are in agreement with the statements contained in the second and third paragraphs on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/Ernst & Young LLP