FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) 12/31/96
Summit Tax Exempt L.P. II
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(Exact Name of Registrant as Specified in Charter)
Delaware (Limited Partnership)
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(State or other Jurisdiction of Incorporation)
0-15726 13-3370413
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(Commission File Number ) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 421-5333
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 31, 1996, the United States District Court for the Southern
District of New York (the "Court") issued a preliminary approval order (the
"Order") with respect to the settlement (the "Settlement") of the class action
litigation (the "Class Action") relating to Summit Tax Exempt L.P. II (the
"Partnership") against Related Tax Exempt Associates II, Inc. (the "Related
General Partner") and certain of its affiliates (In re Prudential Securities
Inc. Limited Partnership Litigation, MDL No. 1005). Pursuant to the stipulation
of settlement entered into with counsel for the class on December 24, 1996, the
proposed Settlement contemplates, among other matters, the reorganization (the
"Reorganization") of the Partnership and two other partnerships co-sponsored by
affiliates of the Related General Partner and Prudential-Bache Properties, Inc.
(the "P-B General Partner" and, collectively with the Related General Partner,
the "General Partners").
The proposed Settlement and Reorganization are subject to objections by the
BUC$holders and limited partners of the Partnership and each of the other
partnerships and final approval of the court after review of the proposals at a
fairness hearing.
Under the proposed Reorganization plan, the BUC$holders of the Partnership
and Summit Tax Exempt Bond Fund, L.P. and Summit Tax Exempt L.P. III will
receive shares in a newly formed business trust. The shares are expected to be
allocated proportionately among the partnerships and their respective investors
based upon appraisals and other factors and such allocation is expected to be
supported by a third party fairness opinion. Detailed information about the
proposed Settlement and Reorganization will be sent to BUC$holders in the near
future. The terms of the Reorganization include, among other matters, affiliates
of the Related Capital Company ("RCC") acquiring the P-B General Partner's
general partner interest (the "P-B Interest"), transferring to the BUC$holders
one-half of the P-B Interest, reducing fees currently payable to the General
Partners by 25%, applying to the list the new company's shares on the Nasdaq
National Market and creating an infinite, as opposed to finite, life operating
business.
In connection with the proposed Settlement and Reorganization the P-B
General partner and RCC entered into an agreement for the purchase by RCC or its
affiliates of the P-B Interest. The agreement is subject to numerous conditions
including the Settlement of the Class Action and the approval of the sale and
withdrawal of the P-B General Partner as a general partner of the Partnership by
the Court.
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Pending final approval of the Settlement, the Court's Order prohibits class
members (including the BUC$holders) from, among other matters, transferring
their partnership interests unless the transferee agrees to be bound by the
Settlement.
There can be no assurance that the conditions to the closing of the
proposed Settlement and Reorganization will be satisfied nor as to the time
frame in which a closing may occur.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Summit Tax-Exempt L.P. II
(Registrant)
By: Related Tax-Exempt Bond Associates, Inc.
A Delaware Corporation,
General Partner
January 10, 1997 BY: /s/ Stuart J. Boesky
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Stuart J. Boesky
Senior Vice President
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