As filed with the Securities and Exchange Commission on June 10,
1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1394232
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland 20814
(301) 654-3100
(Address, including Zip Code, of Principal Executive Offices)
_____________________________
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
INCENTIVE BAC PLAN
(Full Title of the Plan)
_____________________________
Marc B. Abrams, Esq.
Oxford Tax Exempt Fund II Corporation
7200 Wisconsin Avenue, Suite 1100
Bethesda, Maryland 20814
(Name, Address, Including Zip Code, of Agent For Service)
(301) 654-3100
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Robert B. Robbins, Esq.
Elisabeth J. Harper, Esq.
Shaw Pittman Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------|------------|----------------|---------------|------------|
| Title of | Amount of |Proposed Maximun| Proposed | |
| Securities | BACs to | Aggregate | Maximum | Amount of |
| to be | be | Offering Price | Aggregate |Registration|
| Registered |Registered | per Bac |Offering Price | Fee |
- --------------------|------------|----------------|---------------|------------|
|<S> | <C> | <C> |<C> | <C> |
|Beneficial Assignee| 652,125<F1>| $23.88 <F2> |$15,572,745<F2>| $4,593.96 |
|Interests ("BACs") | | | | |
- --------------------|------------|----------------|---------------|------------|
<FN>
<F1> This Registration Statement shall also cover any additional
BACs which become issuable under the Incentive BAC Plan by
reason of any BAC distribution, BAC split, recapitalization
or other similar transaction effected without the receipt of
consideration which results in an increase in the number of
the Registrant's outstanding BACs.
<F2> Estimated solely for the purpose of computing the
registration fee. Pursuant to Rule 457(h), the calculation
of the registration fee is based on a price of $23.88 per
BAC, which is the price at which options to purchase the
BACs under the Incentive BAC Plan may be exercised.
</FN>
</TABLE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Annual Report of Oxford Tax Exempt Fund II Limited
Partnership ("OTEF II") on Form 10-K for its fiscal
year ended December 31, 1997, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) All other reports filed by OTEF II pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
registrant's fiscal year ended December 31, 1997; and
(c) The description of the BACs contained in OTEF II's
Quarterly Report on Form 10-Q/A for its fiscal quarter
ended March 31, 1997 filed on June 18, 1997 with the
Securities and Exchange Commission.
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
OTEF II Partnership Agreement. OTEF II's limited
partnership agreement (the "OTEF II Partnership Agreement")
provides that the liability of OTEF II's general partners and
their officers, directors, shareholders, partners, employees and,
when performing an obligation of OTEF II or of the general
partners to OTEF II, agents and affiliates for monetary damages
with respect to any act or omission to act or decision made by
such person in good faith on behalf of OTEF II and in a manner
reasonably believed by such person to be within the scope of the
authority granted to the general partners by the OTEF II
Partnership Agreement and in the best interests of OTEF II,
provided that such action or omission to act or decision is not
attributable to such person's fraud, bad faith, gross negligence
or willful misconduct.
The OTEF II Partnership Agreement provides that OTEF II
shall indemnify each of its general partners and their affiliates
and each of their respect officers, directors, shareholders,
members, partners and employees (each an "Indemnified Person")
from any loss, claim, damage, cost, expense or liability as and
when incurred by such Indemnified Person or by OTEF II by reason
of any action, omission to act or decision made by any
Indemnified Person in connection with the business of OTEF II,
provided that the actions, omissions to act or decisions giving
rise to the claim for indemnification are not attributable to
fraud, bad faith, gross negligence or willful misconduct of the
Indemnified Person. The losses, claims, damages, costs, expenses
or liabilities indemnified under the OTEF II Partnership
Agreement include, without limitation, claims by a BAC Holder and
the reasonable fees of attorneys (which attorneys' fees may be
paid as incurred) and expenses incurred in the defense or
settlement of any claims. The OTEF II Partnership Agreement
provides that the fact that an action, omission to act or
decision is taken on the advice of counsel for OTEF II shall be
evidence of good faith, provided that all material facts were
disclosed to such counsel.
Indemnification by the Managing General Partner. Oxford Tax
Exempt Fund II Corporation, OTEF II's managing general partner
(the "Managing General Partner"), is a Maryland corporation,
subject to the applicable provisions of the Maryland General
Corporation Law. Pursuant to the Maryland General Corporation
Law and the Articles of Incorporation of the Managing General
Partner, the Managing General Partner is required to indemnify
every person who is or was a party or is threatened to be made a
party to or is involved (as a witness or otherwise) in any
threatened, pending, or completed action, suite, or proceeding,
whether civil, criminal, administrative, or investigative, and
whether or not by or in the right of the Managing General Partner
or otherwise (hereafter a "proceeding"), by reason of the fact
that he is or was a director, officer or employee of the Managing
General Partner, or is or was serving at the request of the
Managing General Partner as a director, officer, or trustee or
employee of another corporation, partnership, joint venture,
trust, or other enterprise, including service with respect to an
employee benefit plan, or by reason of any action alleged to have
been taken or not taken by him while acting in any such capacity,
against expenses (including attorneys' fees and expenses when
incurred) and all liability and loss, including judgments, fines,
ERISA excise taxes and penalties and amounts paid or to be paid
in settlement (whether with or without court approval), actually
and reasonably incurred by him in connection with such
threatened, pending, or completed action, suit, or proceeding,
except to the extent prohibited by law as the same exists or may
in the future be amended (except in the case of any such
amendment which has the effect of narrowing indemnification
rights that the Managing General Partner was permitted to provide
prior to such amendment). The foregoing right to indemnification
includes the right to be paid by the Managing General Partner the
expenses incurred in connection with the proceeding in advance of
the final disposition thereof promptly after receipt by the
Managing General Partner of a request therefor stating in
reasonable detail the expenses incurred, provided, however, that
to the extent required by law, the payment of such expenses in
advance of the final disposition of a proceeding shall be made
only upon receipt of an undertaking by or on behalf of such
person to repay such amounts if it shall ultimately be determined
that he is not entitled to be indemnified under the articles of
incorporation or otherwise.
No director, officer or employee of the Managing General
Partner is liable to the Managing General Partner or its
stockholders for monetary damages, provided, however, that the
articles of incorporation do not eliminate or limit the liability
of a director, officer or employee (i) to the extent that it is
proven that the person actually received an improper benefit or
profit in money, property or services for the amount of the
benefit or profit in money, property or services actually
received; (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding
based on a finding in the proceeding that the person's actions,
or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in
the proceeding; or (iii) to the extent that such liability is
provided for by the Maryland General Corporation Law. In the
event that the Maryland General Corporation Law or any successor
thereto is amended with respect to the permissive limits of the
liability of directors, officers and employees, this Article
shall be deemed to provide the fullest limitation on liability
permitted under such amended statute.
The right to indemnification, including the right to the
advancement of expenses, conferred in the articles of
incorporation of the Managing General Partner are not exclusive
of any other rights to which a person seeking indemnification or
advancement of expenses hereunder may be entitled under any
bylaw, agreement, vote of shareholders, directors or otherwise,
both as to action in his official capacity and as to action in
any other capacity while holder that office. Subject to
applicable law, to the extent that any rights to indemnification
or advancement of expenses of such person under any such bylaw,
agreement, vote of shareholders, directors or otherwise, are
broader or more favorable to such person, the broader or more
favorable rights shall control.
In the event that Maryland General Corporation Law or any
successor thereto is amended with respect to the permissive
limits of indemnification of directors, officers or employees,
the articles of incorporation of the Managing General Partner are
deemed to provide the fullest indemnification permitted under
such amended statute.
The Bylaws of the Managing General Partner provide for
indemnification, to the full extent permitted by the Maryland
General Corporation Law, of any present or former director,
officer, agent or employee, or any person who may be serving or
have served at the request of the Managing General Partner as a
director, officer, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise.
Indemnification Agreements. Both OTEF II and the Managing
General Partner have entered into indemnification agreements with
certain directors and officers (the "Directors and Officers") of
the Managing General Partner (the "Indemnification Agreements").
The Indemnification Agreements are intended to provide
indemnification to the maximum extent permitted by law, subject
to any limitation specified in the specific agreements.
The Indemnification Agreements permit indemnification of a
Director or Officer only when he has acted in good faith and in a
manner such Director or Officer reasonably believed to be in, or
not opposed to, the Managing General Partner's best interests,
and with respect to criminal actions, if he had no reasonable
cause to believe his conduct was unlawful. The terms of the
Indemnification Agreements closely parallel the provisions of the
Maryland General Corporation Law, providing for indemnification
of directors and officers in action s by third parties against a
director or officer as well as in derivative actions brought in
the name of the corporation or partnership. Indemnification for
expenses (defined to include attorney's fees, court costs and
other disbursements incurred in connection with prosecuting or
defending an action) and settlement payments are allowed in both
types of actions, although indemnification for amounts paid in
judgments will be provided only for those judgments rendered in
third party actions.
The Indemnification Agreements require the Managing General
Partner to advance promptly to a Director or Officer the expenses
of defending him against litigation upon a written request of
such Director or Officer the expenses of defending him against
litigation upon a written request of such Director or Officer
affirming in good faith his standard of conduct. Such
advancement, made on an unsecured basis, is subject to repayment
to the extent such Director or Officer is ultimately found not to
be entitled to indemnification. The right to indemnification for
expenses in derivative actions is qualified to prohibit (unless
otherwise ordered by a court) indemnification against expenses if
the Director or Officer seeking indemnification is ultimately
adjudged liable to the Managing General Partner. Moreover, in
either type of action, the Managing General Partner is not
obligated under the Indemnification Agreements to indemnify any
Director or Officer if a court establishes that he did not act in
good faith or has breached his duty of loyalty to the Managing
General Partner or derived an improper personal benefit.
The Indemnification Agreements are intended to supplement
the indemnification provisions of the Maryland General
Corporation Law, the Managing General Partner's Articles of
Incorporation and Bylaws and to provide indemnification
protection which is somewhat broader in order to attract and
retain qualified directors and officers.
Insurance. The Managing General Partner carries insurance
that purports to insure its directors and officers against
certain liabilities incurred by them in the discharge of their
official functions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement.
4.01 Third Amended and Restated Agreement of Limited
Partnership of OTEF II (Incorporated by reference from
Exhibit 4 of OTEF II's Quarterly Report on Form 10-Q/A
for the quarter ended March 31, 1997.
5.01 Opinion of Shaw Pittman Potts & Trowbridge with respect
to the legality of the BACs registered hereunder (Filed
herewith.)
23.01 Consent of Coopers & Lybrand LLP (Filed herewith.)
23.02 Consent of Shaw Pittman Potts & Trowbridge
(included in its opinion filed as Exhibit 5.01 to this
Registration Statement.)
24.01 Power of Attorney (Included on the signature page)
Item 9. Undertakings.
Item 512(a). The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs a(1)(i) and a(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Item 512(b). The Registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Item 512(h). Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Bethesda, Maryland, on June 10, 1998.
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Oxford Tax Exempt Fund II Corporation, its
managing general partner
/s/ FRANCIS P. LAVIN
------------------------------------------
Francis P. Lavin, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Francis P. Lavin and Robert B. Downing,
and each of them, with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full and
several power of substitution for him and in his name, place, and
stead, in any and all capacities, to sign any and all
registration statements relating to beneficial assignee interests
("BACs") representing limited partnership interests in Oxford Tax
Exempt Fund II Limited Partnership (the "Registrant") to be
issued under the Oxford Tax Exempt Fund II Limited Partnership
Incentive BAC Plan, and any amendments, including both pre-
effective and post-effective amendments and supplements to such
registration statements, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as each said attorney-in-fact and agent might or could
do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any of them, or any substitute or
substitutes for any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed
this power of attorney in the capacities and on the dates
indicated.
Signatures Title Date
Chairman of the Board June 10, 1998
/s/ LEO E. ZICKLER of Directors and Chief
- ------------------ Executive Officer of
Leo E. Zickler the Registrant's
Managing General Partner
Director and President June 10, 1998
/s/ FRANCIS P.LAVIN of the Registrant's
- ------------------- Managing General Partner
Francis P. Lavin (Principal Executive Officer)
Director and Executive June 10, 1998
/s/ ROBERT B. DOWNING Vice President the
- --------------------- Registrant's Managing
Robert B. Downing General Partner
Senior Vice President June 10, 1998
/s/ RICHARD R. SINGLETON and Chief
- ------------------------ Operating Officer of the
Richard R. Singleton Registrant's Managing
General Partner (Principal
Financial and Accounting
Officer)
INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit Page No.
4.01 Third Amended and Restated Agreement of Limited
Partnership of OTEF II (Incorporated by reference
from Exhibit 4 of OTEF II's Quarterly Report on
Form 10-Q/A for the quarter ended March 31, 1997.
5.01 Opinion of Shaw Pittman Potts & Trowbridge as to
the legality of the BACs being registered by
Oxford Tax Exempt Fund II Limited Partnership
(filed herewith).
23.01 Consent of Coopers & Lybrand LLP, Certified
Public Accountants (filed herewith).
23.02 Consent of Shaw Pittman Potts & Trowbridge
(included in its opinion filed as Exhibit 5.01
to this Registration Statement).
24.01 Powers of Attorney (filed herewith and
incorporated by reference from the signature
page).
603627
SHAW PITTMAN
POTTS & TROWBRIDGE
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2300 N Street, N.W.
Washington, D.C. 20037-1128
New York
Virginia
June 10, 1998
Oxford Tax Exempt Fund II Limited Partnership
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland 20814
Re: Oxford Tax Exempt Fund II Limited Partnership
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Oxford Tax Exempt Fund II
Limited Partnership, a Maryland limited partnership ("OTEF II"),
in connection with the registration of 652,125 beneficial
assignee interests ("BACs"), pursuant to a Registration Statement
on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), relating to the Oxford Tax Exempt Fund II Limited
Partnership Incentive BAC Plan (the "Plan").
Based upon our examination of the originals or copies of
such documents, corporate records, certificates of officers of
OTEF II and other instruments as we have deemed necessary and
upon the laws as presently in effect, we are of the opinion that
the BACs have been duly authorized for issuance by OTEF II, and
that upon issuance and delivery in accordance with the Plan
referred to in the Registration Statement, the BACs will be
validly issued, fully paid and, except as provided in OTEF II's
Agreement of Limited Partnership, as amended, and applicable
state law, nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
-------------------------------------
SHAW, PITTMAN, POTTS & TROWBRIDGE
603589
CONSENT OF INDEPENDENT ACCOUNTANTS
_______
We consent to the incorporation by reference in the
Registration Statement on Form S-8 covering 652,125 Beneficial
Assignee Interests of Oxford Tax Exempt Fund II Limited
Partnership (the "Partnership") offered pursuant to the Oxford
Tax Exempt Fund II Limited Partnership Incentive BAC Plan of our
report dated February 5, 1998, except for Note 10, as to which
the date is February 24, 1998, on our audits of the financial
statements of the Partnership as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31,
1997, which report is included in the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1997.
/s/ COOPERS & LYBRAND L.L.P
---------------------------
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 10, 1998
603627
