-----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, A5Lmq1jrH1FKPFlx1wcQjKPXc2T5v30KbH9l7rDvuXgyhXakEE2peJdpuo7atD7c miBRsmNfQL50CSYIWucO9g== 0000711642-10-000135.txt : 20100414 0000711642-10-000135.hdr.sgml : 20100414 20100414155705 ACCESSION NUMBER: 0000711642-10-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100409 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 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: 10749490 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) April 9, 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 2.01   Completion of Acquisition or Disposition of Assets.

 

National Tax Credit Investors II, a California limited partnership (the “Registrant”), held 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 provided for the assignment of the Registrant’s limited partnership interest in Palm Springs View to GAC Realty Advisors, LP for $200,000.  Closing of the assignment was 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 and March 5, 2010, the Registrant entered into Amendments to the Assignment and Assumption Agreement pursuant to which the closing date was extended first to March 1, 2010 and then to March 31, 2010. 

 

HUD approval was obtained and on April 9, 2010, pursuant to the terms of the Assignment and Assumption Agreement, as amended, the Registrant assigned its limited partnership interest in Palm Springs View to GAC Realty Advisors, LP,effective as of March 31, 2010 and received proceeds of $200,000.  The Registrant’s investment balance in Palm Springs View was zero at September 30, 2009 and December 31, 2008.

 

In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves.  It is not anticipated that any distribution to the Registrant’s partners will be made from the sale of the Registrant’s interest in Palm Springs View.

 

 

 

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 of Partnership Accounting

 

  Date: April 14, 2010

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