0001493152-14-001352.txt : 20140506 0001493152-14-001352.hdr.sgml : 20140506 20140505200522 ACCESSION NUMBER: 0001493152-14-001352 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140506 DATE AS OF CHANGE: 20140505 GROUP MEMBERS: WILFRED N. COOPER, JR. GROUP MEMBERS: WNC & ASSOCIATES, INC. GROUP MEMBERS: WNC CALIFORNIA HOUSING TAX CREDITS III, L.P. GROUP MEMBERS: WNC CALIFORNIA TAX CREDIT PARTNERS III, L.P. GROUP MEMBERS: WNC COMMUNITY PRESERVATION PARTNERS, LLC GROUP MEMBERS: WNC INVESTMENT PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WNC CALIFORNIA HOUSING TAX CREDITS III LP CENTRAL INDEX KEY: 0000892997 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 330531301 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54011 FILM NUMBER: 14815078 BUSINESS ADDRESS: STREET 1: 17782 SKY PARK CIRCLE CITY: IRVINE STATE: CA ZIP: 92614-6404 BUSINESS PHONE: 7146625565 MAIL ADDRESS: STREET 1: 17782 SKY PARK CIRCLE CITY: IRVINE STATE: CA ZIP: 92614-6404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WNC CALIFORNIA HOUSING TAX CREDITS III LP CENTRAL INDEX KEY: 0000892997 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 330531301 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 17782 SKY PARK CIRCLE CITY: IRVINE STATE: CA ZIP: 92614-6404 BUSINESS PHONE: 7146625565 MAIL ADDRESS: STREET 1: 17782 SKY PARK CIRCLE CITY: IRVINE STATE: CA ZIP: 92614-6404 SC 13E3/A 1 sc13e3a.htm SC 13E3/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 [Amendment No. 4 ]

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(Name of the Issuer)

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

WNC CALIFORNIA TAX CREDIT PARTNERS III, L.P.

WNC & ASSOCIATES, INC.

WNC INVESTMENT PARTNERS, LLC

WNC COMMUNITY PRESERVATION PARTNERS, LLC

WILFRED N. COOPER, JR.

(Name of Person(s) Filing Statement)

 

Units of Limited Partnership Interest

(Title of Class of Securities)

 

N/A

(CUSIP Number of Class of Securities)

 

David N. Shafer, Esq.

WNC & Associates, Inc.

17782 Sky Park Circle

Irvine, California  92614

(714) 662-5565

(Name, Address and Telephone Numbers of Person Authorized to Receive

Notices and Communications on Behalf of Persons Filing Statement)

 

With a copy to:

Paul G. Dannhauser, Esq.

Derenthal & Dannhauser LLP

1999 Harrison Street

Oakland, California 94612

(510) 350-3070

 

This statement is filed in connection with (check the appropriate box):

 

a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).
b. [  ] The filing of a registration statement under the Securities Act of 1933.
   
c. [  ] A tender offer.
d. [  ] None of the above

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [  ]

 

Check the following box if the filing is a final amendment reporting the results of the transaction: [  ]

 

  Calculation of Filing Fee
       
$ 1.00  $0.00 
  Transaction valuation*   Amount of filing fee 

 

Cash purchase price

 

* Set forth the amount on which the filing fee is calculated and state how it was determined.

 

[  ] Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:  
Form or Registration No.:  
Filing Party:  
Date Filed:  

 

 

 

 
 

 

This statement is an amendment to the Rule 13e-3 transaction statements on Schedule 13E-3, together with the exhibits thereto (the “Schedule 13E-3” or “Transaction Statement”), and is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by (each, a “Filing Person” and collectively, the “Filing Persons”): WNC California Housing Tax Credits III, L.P. (the “Registrant”), WNC California Tax Credit Partners III, L.P., WNC & Associates, Inc., WNC Investment Partners, LLC, WNC Community Preservation Partners, LLC. and Wilfred N. Cooper, Jr.

 

On December 30, 2013, the Registrant filed with the SEC a definitive Consent Solicitation Statement (the “Consent Solicitation Statement”) under Regulation 14A of the Exchange Act, relating to the solicitation of the limited partners of the Registrant to the sale of an asset in which the Registrant has an interest. The approval of the sale required the affirmative vote of limited partners holding at least a majority-in-interest of the outstanding limited partnership interests in the Registrant. Approval was received on February 20, 2014.

 

The Filing Persons are sending a letter to the limited partners of the Registrant describing certain developments. This amendment is filed for the purpose of including such letter as an exhibit to the Transaction Statement. The Filing Persons intend to distribute such letter on May 6, 2014.

 

Item 1. Summary Term Sheet.

 

The information set forth in the Consent Solicitation Statement under the section entitled “INTRODUCTION” is incorporated herein by reference.

 

Item 2. Subject Company Information.

 

(a)  Name and address. The information set forth in the Consent Solicitation Statement under the section entitled “VOTING RIGHTS AND PROCEDURES” is incorporated herein by reference.

 

(b)  Securities. The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION” and “VOTING RIGHTS AND PROCEDURES” is incorporated herein by reference.

 

(c)  Trading market and price. The information set forth in the Consent Solicitation Statement under the section entitled “VOTING RIGHTS AND PROCEDURES” is incorporated herein by reference.

 

(d)  Dividends. Inapplicable.

 

(e)  Prior public offerings. Inapplicable.

 

(f)  Prior stock purchases. Inapplicable.

 

Item 3. Identity and Background of Filing Person.

 

(a)  Name and address. The information set forth in the Consent Solicitation Statement under the sections entitled “VOTING RIGHTS AND PROCEDURES,” “MANAGEMENT,” “LP PURCHASER,” and “OTHER MATTERS” is incorporated herein by reference.

 

(b)  Business and background of entities. The information set forth in the Consent Solicitation Statement under the sections entitled “MANAGEMENT” and “LP PURCHASER” is incorporated herein by reference.

 

(c)  Business and background of natural persons. The information set forth in the Consent Solicitation Statement under the sections entitled “MANAGEMENT” is incorporated herein by reference.

 

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Item 4. Terms of the Transaction.

 

(a)  Material terms. The information set forth in the Consent Solicitation Statement under the sections entitled “PROPOSAL – AMENDMENT TO PARTNERSHIP LPA,” “SPECIAL FACTORS,” “VOTING RIGHTS AND PROCEDURES,” and “ANTICIPATED DISTRIBUTIONS AND ALLOCATIONS” is incorporated herein by reference.

 

(c)  Different terms. Inapplicable.

 

(d)  Appraisal rights. The information set forth in the Consent Solicitation Statement under the section entitled “VOTING RIGHTS AND PROCEDURES” is incorporated herein by reference.

 

(e)  Provisions for unaffiliated security holders. There is no provision made by the Filing Persons specifically in connection with the transaction covered by the Transaction Statement to grant unaffiliated security holders access to the files of any Filing Person or to obtain counsel or appraisal services at the expense of any Filing Person.

 

(f)  Eligibility for listing or trading. Inapplicable.

 

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

 

(a)  Transactions. The information set forth in the Consent Solicitation Statement under the sections entitled “SPECIAL FACTORS,” “CONTINGENCIES,” “MANAGEMENT” and “LP PURCHASER” is incorporated herein by reference.

 

(b)  Significant corporate events. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS,” “CONTINGENCIES,” “MANAGEMENT” and “LP PURCHASER” is incorporated herein by reference.

 

(c) Negotiations or contracts. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS,” “CONTINGENCIES,” and “MANAGEMENT” is incorporated herein by reference.

 

(e) Agreements involving the subject company’s securities. The information set forth in the Consent Solicitation Statement under the section entitled “SUMMARY OF THE PARTNERSHIP LPA” is incorporated herein by reference.

 

Item 6. Purposes of the Transaction and Plans or Proposals.

 

(b) Use of securities acquired. Inapplicable.

 

(c) Plans.

 

(1)The information set forth in the Consent Solicitation Statement under the section entitled “INTRODUCTION” is incorporated herein by reference.
(2)The information set forth in the Consent Solicitation Statement under the section entitled “INTRODUCTION” is incorporated herein by reference.
(3)Inapplicable.
(4)Inapplicable.
(5)Inapplicable.
(6)Inapplicable.
(7)The information set forth in the Consent Solicitation Statement under the section entitled “OTHER MATTERS” is incorporated herein by reference.
(8)Inapplicable.

 

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Item 7. Purposes, Alternatives, Reasons and Effects.

 

(a)  Purposes.  The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION” and “SPECIAL FACTORS” is incorporated herein by reference.

 

(b) Alternatives.  The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION” and “SPECIAL FACTORS” is incorporated herein by reference.

 

(c)  Reasons. The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION” and “SPECIAL FACTORS” is incorporated herein by reference.

 

(d)  Effects. The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION,” “ANTICIPATED DISTRIBUTIONS AND ALLOCATIONS” and “SPECIAL FACTORS” is incorporated herein by reference.

 

Item 8. Fairness of the Transaction.

 

(a)  Fairness. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

(b)  Factors considered in determining fairness. The information set forth in the Consent Solicitation Statement under the sections entitled “INTRODUCTION,” “SPECIAL FACTORS,” and “ANTICIPATED DISTRIBUTIONS AND ALLOCATIONS” is incorporated herein by reference.

 

(c)  Approval of security holders. The information set forth in the Consent Solicitation Statement under the section entitled “VOTING RIGHTS AND PROCEDURES” and “SPECIAL FACTORS” is incorporated herein by reference.

 

(d)  Unaffiliated representative. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

(e)  Approval of directors. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

(f)  Other offers. The information set forth in the Consent Solicitation Statement under the section entitled  “SPECIAL FACTORS” is incorporated herein by reference.

 

Item 9. Reports, Opinions, Appraisals and Negotiations

 

(a)  Report, opinion or appraisal. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

(b)  Preparer and summary of the report, opinion or appraisal. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

(c)  Availability of documents. The information set forth in the Consent Solicitation Statement under the section entitled “SPECIAL FACTORS” is incorporated herein by reference.

 

Item 10. Source and Amounts of Funds or Other Consideration.

 

(a)  Source of funds. The information set forth in the Consent Solicitation Statement under the section entitled “CONTINGENCIES” is incorporated herein by reference.

 

(b)  Conditions. The information set forth in the Consent Solicitation Statement under the section entitled “CONTINGENCIES” is incorporated herein by reference.

 

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(c)  Expenses. The information set forth in the Consent Solicitation Statement under the section entitled “ANTICIPATED DISTRIBUTIONS AND ALLOCATIONS” is incorporated herein by reference.

 

(d)  Borrowed funds. Inapplicable.

 

Item 11. Interest in Securities of the Subject Company.

 

(a)  Securities ownership. The information set forth in the Consent Solicitation Statement under the section entitled “VOTING RIGHTS AND PROCEDURES” is incorporated herein by reference.

 

(b)  Securities transactions. Inapplicable.

 

Item 12. The Solicitation or Recommendation.

 

(d)  Intent to tender or vote in a going-private transaction. Inapplicable.

 

(e)  Recommendations of others. Inapplicable.

 

Item 13. Financial Statements.

 

(a)  Financial information. The information set forth in the Consent Solicitation Statement under the section entitled “FINANCIAL INFORMATION” is incorporated herein by reference.

 

(b)  Pro forma information. Inapplicable.

 

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

 

(a)  Solicitations or recommendations. Inapplicable.

 

(b)  Employees and corporate assets. Inapplicable.

 

Item 15. Additional Information.

 

(b)  Inapplicable.

 

(c)  Other material information. The information set forth in the Consent Solicitation Statement is incorporated herein by reference.

 

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Item 16. Exhibits.

 

(a)  Disclosure materials.

 

(i) Consent solicitation materials being furnished to security holders. (Incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on December 30, 2013, as amended.)

 

(ii) Letter to security holders dated May 6, 2014.

 

(b)  Loan Agreement.  Inapplicable.

 

(c)  Any report, opinion or appraisal.

 

(i)  Gill Group appraisal dated October 23, 2012, filed as an exhibit to the Rule 13e-3 Transaction Statement filed with the Securities and Exchange Commission by the Filing Persons on October 25, 2013, is hereby incorporated herein by this reference.

 

(ii)  Addendum dated October 1, 2013 to Gill Group appraisal dated October 23, 2012, filed as an exhibit to the Rule 13e-3 Transaction Statement filed with the Securities and Exchange Commission by the Filing Persons on October 25, 2013, is hereby incorporated herein by this reference.

 

(d)  Agreements involving the subject company’s securities; agreements, regulatory requirements and legal proceedings.

 

(i)  The Registrant’s Agreement of Limited Partnership dated as of October 5, 1992, filed with the Securities and Exchange Commission by the Registrant as Exhibit 28.1 to Form 10-K for the year ended December 31, 1994, is hereby incorporated as an exhibit herein by this reference.

 

 (f)  Statement regarding security holders’ appraisal rights. Inapplicable.

 

(g)  Written solicitation instructions. Inapplicable.

 

[balance of page intentionally blank]

 

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Signature. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

May 6, 2014

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P., a California limited partnership

 

By: /s/ DAVID N. SHAFER  
  David N. Shafer, Executive Vice President of WNC & Associates, Inc., managing general partner of WNC
  California Tax Credit Partners III, L.P., managing general partner

 

WNC CALIFORNIA TAX CREDIT PARTNERS III, L.P., a California limited partnership

 

By:  /s/ DAVID N. SHAFER  
  David N. Shafer, Executive Vice President of WNC & Associates, Inc., managing general partner

 

WNC & ASSOCIATES, INC., a California corporation

 

By: /s/ DAVID N. SHAFER  
  David N. Shafer, Executive Vice President  

 

WNC INVESTMENT PARTNERS, LLC, a California limited liability company

 

By: /s/ WILFRED N. COOPER, JR.  
  Wilfred N. Cooper, Jr., manager  

 

WNC COMMUNITY PRESERVATION PARTNERS, LLC, a California limited liability company

 

By: /s/ WILFRED N. COOPER, JR.  
  Wilfred N. Cooper, Jr., manager of WNC Development Partners, LLC, manager

 

/s/ WILFRED N. COOPER, JR.  
Wilfred N. Cooper, Jr.  

 

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 EX-16.A-II 2 ex16a-ii.htm EXHIBIT 16(A)(II) Exhibit 16(a)(ii)

 

 

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

(the “Registrant”)

17782 Sky Park Circle

Irvine, California 92614

(714) 662-5565, Extension 600

 

May 6, 2014

 

Dear Holders of Units of Limited Partnership Interest (“Limited Partners”):

 

Previously, we sent you a Consent Solicitation Statement regarding the Registrant dated January 2, 2014. The proposal described in the Consent Solicitation Statement was approved by a majority-in-interest of the Limited Partners, effective on February 20, 2014. This letter describes certain developments occurring since then.

 

The Consent Solicitation Statement addressed the sale of the CV Roseville LP Interest, the last remaining asset of the Registrant. CV Roseville is a limited partnership comprised of Project GO as the general partner, and the Registrant as the limited partner. There is an ongoing court action among the partners and others.

 

As described in the Consent Solicitation Statement (see “SPECIAL FACTORS - Alternatives”), the sale of the CV Roseville LP Interest is contingent, in part, on the results of that lawsuit. At present, there is uncertainty regarding the manner in which the lawsuit will be resolved. Consequently, there is uncertainty regarding the timing of any disposition of the Registrant’s last remaining asset, and the form the transaction will take.

 

The lawsuit was commenced by the Registrant. Project GO filed a motion to purchase the CV Roseville LP Interest pursuant to California Corporations Code Section 15908.02, as described in the Consent Solicitation Statement. Under this provision of California law, when one partner sues for dissolution, the other may seek a court order enabling the defendant to purchase the interest of the plaintiff at fair market value as determined by three appraisers. Project GO’s motion to pursue this remedy has been approved by court order. In accordance with the court order, each of Project GO and the Registrant has submitted for the court’s consideration the names of three appraisers. Project GO also must post a bond with the court. Either party may have an opportunity to object to another’s nominee(s).The court will select one appraiser from each of the two lists and identify a third appraiser. The three appraisers will be charged by the court with determining a fair market value for the CV Roseville LP Interest.

 

The provisions of California Corporations Code Section 15908.02(d), (e) and (f) provide as follows:

 

(d) The court shall appoint three disinterested appraisers to appraise the fair market value of the partnership interests owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining that value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree that shall provide in the alternative for winding up and dissolution of the limited partnership unless payment is made for the partnership interests within the time specified by the decree. If the purchasing parties do not make payment for the partnership interests within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses, including attorneys’ fees, of the moving parties. Any member aggrieved by the action of the court may appeal therefrom.

 

 

 
 

 

(e) If the purchasing parties desire to prevent the winding up and dissolution of the limited partnership, they shall pay to the moving parties the value of their partnership interests ascertained and decreed within the time specified pursuant to this section, or, in the case of an appeal, as fixed on appeal. On receiving that payment or the tender thereof, the moving parties shall transfer their partnership interests to the purchasing parties.

 

(f) For the purposes of this section, the valuation date shall be the date upon which the action for judicial dissolution was commenced. However, the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date.

 

In light of the foregoing statute, the following alternative courses of action could result. The Registrant has been informed by counsel that these are the most likely alternatives. The actual result will depend on the court and on actions taken by Project GO and the Registrant as the court action progresses.

 

  ● Following the appraisal process, Project GO purchases the Registrant’s CV Roseville LP Interest for its appraised value established by court order. The Registrant receives the purchase price, pays its then current obligations, and distributes the balance, if any, to the Limited Partners. There is no way of knowing what the appraised value will be and, therefore, no way of knowing if all the Registrant’s obligations will be paid from the sale or if any distributions will be made to the Limited Partners.
     
  ● Following the appraisal process, Project GO does not purchase the interest of the Registrant. Funds from the bond are paid to the Registrant to cover all or part of its legal costs. The court enters an order requiring the dissolution of CV Roseville. CV Roseville winds up its affairs under California law by selling its apartment complex. The proceeds from the sale are used to pay CV Roseville obligations, and the balance is distributed between Project GO and the Registrant in accordance with the terms of the CV Roseville limited partnership agreement. The amount received by the Registrant, if any, is used to pay the Registrant’s obligations, and the Registrant distributes the balance, if any, to the Limited Partners. There is no way of knowing what the sale price will be and, therefore, no way of knowing if all of CV Roseville’s and the Registrant’s obligations will be paid from the sale or if any distributions will be made to the Limited Partners. Also, Project GO remains as the general partner of CV Roseville and, as such, is likely to control the winding up process. The Registrant might have to pursue further legal action to cause CV Roseville to pursue the winding up process.
     
  ● Project GO does not submit a bond, or at any time in the process, the court action is resolved by settlement. The CV Roseville Interest might then be purchased by an affiliated purchaser as described in the Consent Solicitation Statement.

 

Accordingly, we reiterate that the ultimate resolution is at present uncertain, and the resolution may be some time in coming. No estimate of a timetable can be provided at this time.

 

 
 

 

The court’s order does not address the causes of action included in the Registrant’s complaint filed against Project GO and not related to the dissolution, including those for breach of fiduciary duty and intentional interference with economic advantage. Project GO has filed a motion to have those causes of action dismissed. Final court action is pending.

 

Sincerely,

 

 

WNC California Tax Credit Partners III, L.P.,

General Partner

 

 
 

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