0000711642-10-000047.txt : 20100311 0000711642-10-000047.hdr.sgml : 20100311 20100311140700 ACCESSION NUMBER: 0000711642-10-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100305 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100311 DATE AS OF CHANGE: 20100311 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: 10673458 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 ntci2palmsprings_8k.htm 8K 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) March 5, 2010

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 8.01 Other Events

National Tax Credit Investors II, a California limited partnership (the “Registrant”), has a 50.49% limited partnership interest in Palm Springs View Apartments, Ltd., a California limited partnership (“Palm Springs View”). Palm Springs View owns a 119-unit apartment complex located in Palm Springs, California. As previously disclosed, on September 8, 2009, the Registrant entered into an Assignment and Assumption Agreement with Investment Concepts, Inc., a California corporation that serves as a co-general partner of Palm Springs View (the “Co-General Partner”), and an affiliate of the Co-General Partner, GAC Realty Advisors, LP, a Nevada limited partnership, that provides for the assignment of the Registrant’s limited partnership interest in Palm Springs View to GAC Realty Advisors for $200,000. Closing of the assignment is subject to HUD approval of the transaction, which was to be received by January 31, 2010. The parties had the right to terminate the assignment if HUD approval was not received by January 31, 2010.

As previously disclosed, on February 8, 2010, the Registrant entered into a First Amendment to Assignment and Assumption Agreement with an effective date of January 31, 2010 pursuant to which the closing date was extended from January 31, 2010 to March 1, 2010.

On March 5, 2010, the Registrant entered into a Second Amendment to Assignment and Assumption Agreement with an effective date of March 1, 2010 pursuant to which the closing date was further extended from March 1, 2010 to March 31, 2010. The Registrant’s investment balance in Palm Springs View was zero at September 30, 2009 and December 31, 2008.

The foregoing description is qualified in its entirety by reference to the Second Amendment to Assignment and Assumption Agreement, a copy of which is filed as exhibit 10.10 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.10 Second Amendment to Assignment and Assumption Agreement by and among Investment Concepts, Inc., a California corporation, National Tax Credit, Inc. II, a California corporation, National Tax Credit Investors II, a California limited partnership, and GAC Realty Advisors, LP, a Nevada limited partnership, effective March 1, 2010.

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

Senior Director

Date: March 11, 2010

EX-10.10 2 ntci2_ex10z10.htm EXHIBIT 10.10 Exhibit 10

Exhibit 10.10

SECOND AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT

This Second Amendment to Assignment and Assumption Agreement (the "Amendment") is made and entered into as of March 1, 2010 (the "Effective Date"), by and among Investment Concepts, Inc., a California corporation, National Tax Credit, Inc. II, a California corporation, National Tax Credit Investors II, a California limited partnership, and GAC Realty Advisors, LP, a Nevada limited partnership (each, a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

A. The Parties entered into that certain Assignment and Assumption Agreement, dated as of September 8, 2009, as amended by the First Amendment to Assignment and Assumption Agreement, dated as of January 31, 2010 (collectively, the "Agreement"), and under the terms of the Agreement, the closing of the transactions contemplated thereunder was to occur in no event later than March 1, 2010 (the "Current Closing Date").

B. The Parties desires to modify the Agreement to extend the Current Closing Date as herein provided.

NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Capitalized terms used herein have the same meanings as set forth in the Agreement, unless specifically defined herein.

2. The Closing Date is extended until March 31, 2010.

3. This Amendment constitutes the sole agreement of the Parties with respect to the matters herein, all prior oral or written agreements being merged herein.

4. This Amendment may be signed in any number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement.

Except as set forth above, all of the terms and conditions of the Agreement remain unmodified and in full force and effect.

[Signature on following page(s)]

IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the Effective Date.

CO-GENERAL PARTNER: INVESTMENT CONCEPTS, INC.,

a California corporation

By /s/George Chami

Name: George Chami

Title: President

ASSIGNEE: GAC REALTY ADVISORS, LP,

a Nevada limited partnership

By First Advisors Mortgage Corp.,

a Nevada corporation

General Partner

By /s/George Chami

Name: George Chami

Title: President

ASSIGNOR: NATIONAL TAX CREDIT, INC. II,

a California corporation

By /s/Derek J. Hart

Name: Derek J. Hart

Title: Senior Vice President

NATIONAL TAX CREDIT INVESTORS II,

a California limited partnership

By National Partnership Investments Corp.,

a California corporation,

General Partner

By /s/Derek J. Hart

Name: Derek J. Hart

Title: Senior Vice President