0000711642-13-000156.txt : 20130613 0000711642-13-000156.hdr.sgml : 20130613 20130613155455 ACCESSION NUMBER: 0000711642-13-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130607 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130613 DATE AS OF CHANGE: 20130613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL TAX CREDIT INVESTORS II CENTRAL INDEX KEY: 0000859921 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 931017959 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20610 FILM NUMBER: 13911484 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD 2ND FLR STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD SUITE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 8-K 1 ntci2_6713.htm 8-K

 

 

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, 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)

 

Identification No.)

 

 

 

 

 

80 International Drive

Greenville, South Carolina 29615

 

 

(Address of Principal Executive Offices, including zip code)

 

 

 

 

 

Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s general partner from the prior owner, Bethesda has sought to transition the Registrant’s independent accountant.  As previously disclosed in the Registrant’s 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&Y’s audit reports on the Registrant’s 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 Registrant’s 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.

 

 


 EX-16.1 2 ntci2_ex161.htm EXHIBIT 16.1

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