-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVji5X+7hOHfcYwjM9APfXQlR9JlNmTh3Toj++67h8dWw5Q20FqB+OCOis2zWe8G P+/4X2Uv5IxuUDzsNeQ3MA== 0000711642-08-000319.txt : 20080714 0000711642-08-000319.hdr.sgml : 20080714 20080714161315 ACCESSION NUMBER: 0000711642-08-000319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080708 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080714 DATE AS OF CHANGE: 20080714 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: 08950936 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 ntci2jul8.htm 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) July 8, 2008


NATIONAL TAX CREDIT INVESTORS II

(Exact name of Registrant as specified in its charter)



            California

        0-20610  

  95-1017959

(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 8.01

Other Events


National Tax Credit Investors II, a California limited partnership (the “Partnership”), owns a 99% limited partnership interest in Kentucky River Apartments, Ltd., a Kentucky limited partnership (“Kentucky River”). On July 8, 2008, Kentucky River sold its sole investment property, Kentucky River Apartments, consisting of 42 units, to a third party, TMEA, Inc., a Kentucky corporation (“TMEA”), for a sales price of $1,400,000. The Partnership received approximately $548,000 as a distribution from net sales proceeds after the payment of the mortgage encumbering Kentucky River Apartments and closing costs. The Partnership intends to utilize the distribution received for Partnership operations and reserves. The Partnership’s investment balance in Kentucky River was approximately $670,000 at March 31, 2008.








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




By:

National Partnership Investments Corp.

General Partner



By:

/s/Stephen B. Waters

Stephen B. Waters

Vice President


  Date: July 14, 2008

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