As filed with the Securities and Exchange Commission on June 12,
1998
Registration No. 333-56539
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (IRS Employer Identification No.)
of organization)
7200 Wisconsin Avenue, Suite 1100
Bethesda, Maryland 20814
Telephone: (301) 654-3100
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)
OXFORD TAX EXEMPT FUNDII LIMITED PARTNERSHIP
INCENTIVE BAC PLAN
(Full title of Plan)
_________________________
MARC B. ABRAMS, ESQ.
General Counsel
Oxford Tax Exempt Fund II Corporation
7200 Wisconsin Avenue, Suite 1100
Bethesda, Maryland 20814
Telephone: (301) 654-3100
(Name, address, including zip code, and 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
=============================================================
PROSPECTUS
----------
593,435 Beneficial Assignee Interests (BACs)
representing assignments of limited partnership interest
in
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
_____________________________________________
All of the beneficial assignee interests ("BACs")
representing assignments of limited partnership interest in
Oxford Tax Exempt Fund II Limited Partnership ("OTEF II") offered
hereby (the "Offering") are being offered by certain BAC Holders
of OTEF II. See "Selling BAC Holders." OTEF II will not receive
any of the proceeds from the sale of the BACs offered hereby.
The BACs are traded and listed on the American Stock Exchange
(the "AMEX") under the symbol "OTF." On June 10, 1998, the
closing sale price for the BACs as reported on the AMEX was
$27.88 per BAC.
The sale or distribution of all or any portion of the BACs
offered hereby may be effected from time to time by the Selling
BAC Holders directly, indirectly through brokers or dealers or in
a distribution by one or more underwriters on a firm commitment
or best efforts basis, on the AMEX, in the over-the-counter
market, on any national securities exchange on which the BACs are
listed or traded, in negotiated transactions or otherwise, at the
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. See
"Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 12, 1998
AVAILABLE INFORMATION
OTEF II is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected at the Public Reference Section maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the following regional offices of the
Commission: Citicorp Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and
other information regarding registrants that file electronically
with the Commission. In addition, OTEF II's BACs are listed on
the American Stock Exchange and such reports, proxy statements
and other information concerning the Company can be inspected at
the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006-1881.
OTEF II has filed with the Commission the Registration
Statement, of which this Prospectus is a part, under the
Securities Act, with respect to the BACs. This Prospectus does
not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any
contract or other documents are not necessarily complete, and in
each instance, reference is made to the copy of such contract or
documents filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference
and the exhibits and schedules thereto. For further information
regarding OTEF II and the BACs, reference is hereby made to the
Registration Statement and such exhibits and schedules which may
be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed under the Exchange
Act by OTEF II with the Commission and are incorporated herein by
reference:
(1) Articles of Incorporation of OTEF II Corporation.
(Incorporated by reference from Exhibit 3(a) to OTEF
II's Registration Statement on Form 10.)
(2) Bylaws for OTEF II Corporation. (Incorporated by
reference from Exhibit 3(b) to OTEF II's Registration
Statement on Form 10.)
(3) Articles of Incorporation of OTEF II Assignor
Corporation. (Incorporated by reference from Exhibit
3(c) to OTEF II's Registration Statement on Form 10.)
(4) Bylaws of OTEF II Assignor Corporation. (Incorporated
by reference from Exhibit 3(d) to OTEF II's
Registration Statement on Form 10.)
(5) Certificate of Limited Partnership of OTEF II.
(Incorporated by reference from Exhibit 4(a) to OTEF
II's Registration Statement on Form 10.)
(6) Third Amended and Restated Agreement of Limited
Partnership of OTEF II. (Incorporated by reference
from Exhibit 4 to OTEF II's Quarterly Report on Form 10-
Q/A for the quarter ended March 31, 1997.)
(7) OTEF II's Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1997 filed on June 18, 1997.
(8) Amendment to the Certificate of Limited Partnership of
OTEF II. (Incorporated by reference from Exhibit 4(d)
to OTEF II's Registration Statement on Form 10.)
(9) OTEF II's Annual Report on Form 10-K for the year ended
December 31, 1997.
(10) OTEF II's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
All documents filed subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and prior to termination of the offering of BACs to
which this Prospectus relates shall be deemed to be incorporated
by reference in this Prospectus and shall be part hereof from the
date of filing of such document.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus (in the
case of a statement in a previously filed document incorporated
or deemed to be incorporated by reference herein), or in any
other subsequently filed document that is also incorporated or
deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus except as so
amended or superseded. Subject to the foregoing, all information
appearing in this Prospectus is qualified in its entirety by the
information appearing in the documents incorporated by reference.
OTEF II undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents incorporated by reference in this Prospectus
(other than exhibits and schedules thereto, unless such exhibits
or schedules are specifically incorporated by reference into the
information that this Prospectus incorporates). Written or
telephonic requests for copies should be directed to Oxford Tax
Exempt Fund II Corporation, 7200 Wisconsin Avenue, Suite 1100,
Bethesda, Maryland, 20814, Attention: General Counsel (telephone
number: (301) 654-3100).
OTEF II
Oxford Tax Exempt Fund II Limited Partnership ("OTEF II") is
a Maryland limited partnership that became the successor to
Oxford Tax Exempt Fund Limited Partnership, in connection with a
plan to restructure OTEF (the "1995 OTEF Restructuring Plan).
Oxford Tax Exempt Fund II Corporation, a Maryland corporation is
OTEF II's managing general partner (the "Managing General
Partner").
Under the terms of the 1995 OTEF Restructuring Plan, on June 1,
1995, OTEF transferred all of its assets, including its
portfolio of fifteen tax-exempt mortgage revenue bonds (the
"Mortgage Revenue Bonds"), to OTEF II in exchange for all of the
existing beneficial assignee interests (the "BACs") representing
assignments of limited partnership interests in OTEF II and the
assumption by OTEF II of all of OTEF's liabilities. The BACs
were distributed on June 30, 1995 to the holders (the "OTEF BAC
Holders") of beneficial assignee certificates representing
assignments of limited partnership interests in OTEF, who thereby
became OTEF II BAC Holders. An information statement dated June
26, 1995 (the "Information Statement") was furnished to the OTEF
BAC Holders in connection with the distribution of the OTEF II
BACs to them (the "Distribution").
The Mortgage Revenue Bonds are secured by first mortgage
loans on ten garden apartment communities and four senior living
communities. Pursuant to the 1995 OTEF Restructuring Plan, the
Managing General Partner currently is completing the refundings
of the Mortgage Revenue Bonds. Refunding a Mortgage Revenue Bond
involves exchanging that bond for newly issued senior Series A
Bonds and subordinated Series B Bonds (collectively, the
"Refunding Bonds") with the same aggregate principal amount as
the Mortgage Revenue Bonds. As of April 30, 1998, OTEF II had
completed refunding transactions for 12 of the Mortgage Revenue
Bonds in its portfolio. These bonds have an approximate
aggregate principal amount of $243 million and comprise
approximately 88% of OTEF II's portfolio.
OTEF transferred the Mortgage Revenue Bonds to OTEF II in
order to facilitate the refundings and to permit the
implementation of a new business plan (the "Liquidity and Growth
Plan") designed to, among other things, provide the OTEF II BAC
holders with liquidity in their investment and to increase the
distributions on the BACs.
Under the Liquidity and Growth Plan, OTEF II (i) listed the
BACs for trading on the American Stock Exchange, and (ii) has
sold and will continue to sell interests in the Refunding Bonds
or issue debt that may be secured by such interests (together,
the "Financings"). The Managing General Partner is investing the
proceeds of Financings and any additional funds that are
available for investment primarily in tax-exempt instruments,
such as whole tax exempt mortgage revenue bonds and portions of
such bonds (including junior positions), and securities of other
entities which primarily hold tax-exempt mortgage revenue bonds.
OTEF II also may invest in multifamily real estate, senior living
facilities or residential health care facilities, or other direct
or indirect debt or equity interests in such real estate. Since
December 1997, OTEF II has completed acquisitions of assets
totaling in excess of $60,000,000.
OTEF II's executive offices are located at 7200 Wisconsin
Avenue, Suite 1100, Bethesda, Maryland 20814, and its telephone
number is (301) 654-3100.
USE OF PROCEEDS
All of the BACs offered by this Prospectus, when offered for
sale hereunder, will be offered and sold for the account of the
Selling BAC Holders. OTEF II will not receive any proceeds from
the sale of such BACs. See "Selling BAC Holders."
SELLING BAC HOLDERS
This Prospectus relates to the offer and sale from time to
time of up to 593,435 beneficial assignee interests ("BACs")
representing assignments of limited partnership interest in OTEF
II. The BACs offered hereby are held by the following six
individuals: Leo E. Zickler, Francis P. Lavin, Robert B.
Downing, Mark E. Schifrin, Marc B. Abrams and Richard B.
Singleton (collectively, the "Selling BAC Holders"). All of the
Selling BAC Holders are directors and/or officers of the Managing
General Partner and/or its parent, Oxford Realty Financial Group,
Inc.
The following chart shows the number of options to purchase
BACs (the "Options") currently held by each Selling BAC Holder
and the number of BACs of each Selling BAC Holder issuable upon
exercise of the Options and being offered hereby:
<TABLE>
<CAPTION>
Name of Options Beneficially Number of BACs
- ------------------ ----------------------- --------------
Selling BAC Holder Owned Prior to Offering Offered Hereby
- ------------------ ----------------------- --------------
<S> <C> <C> <C>
Leo E. Zickler 163,031 163,031
Francis P. Lavin 163,031 163,031
Robert B. Downing 82,150 82,150
Mark E. Schifrin 75,620 75,620
Marc B. Abrams 61,606 61,606
Richard R. Singleton 47,997 47,997
- -------------------- ------- -------
Total BACs 593,435 593,435
======= =======
</TABLE>
Based on the number of Options owned as of the date of this
Prospectus, and assuming the sale of all of the BACs offered
hereby, the Selling BAC Holders will not own any Options or BACs
upon completion of the Offering.
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the BACs
may be effected from time to time by the Selling BAC Holders
directly, indirectly through brokers or dealers or in a
distribution by one or more underwriters on a firm commitment or
best efforts basis, on the AMEX, in the over-the-counter market,
on any other national securities exchange on which the BACs are
listed or traded, in negotiated transactions or otherwise, at the
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. OTEF
II will not receive any of the proceeds from the sale of the
BACs.
The methods by which the BACs may be sold or distributed
include, without limitation, (i) a block trade (which may involve
crosses) in which the broker or dealer so engaged will attempt to
sell the BACs as agent but may position and resell a portion of
the block as principal to facilitate the transaction, (ii)
purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus,
(iii) exchange distributions and/or secondary distributions in
accordance with the rules of the AMEX, (iv) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers, (v) pro rata distributions as part of the liquidation
and winding up of the affairs of the Selling BAC Holders, and
(vi) privately negotiated transactions. The Selling BAC Holders
may from time to time deliver all or a portion of the BACs to
cover a short sale or sales or upon the exercise, settlement or
closing of a call equivalent position or a put equivalent
position. The Selling BAC Holders and the broker-dealers
participating in the distribution of the BACs may be deemed
"underwriters" within the meaning of the Securities Act and any
profit on the sale of the BACs by the Selling BAC Holders and any
commissions received by any such broker-dealers may be regarded
as underwriting commissions under the Securities Act of 1933, as
amended (the "Securities Act"). Underwriters, brokers, dealers
or agents may be entitled, under agreements with OTEF II, to
indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act. The
Selling BAC Holders may sell all or any portion of the BACs in
reliance upon Rule 144 under the Securities Act. The BACs may be
sold from time to time at varying prices determined at the time
of sale or at negotiated prices.
OTEF II will pay all expenses in connection with the
registration of the BACs. The Selling BAC Holders will pay for
any brokerage or underwriting commissions and taxes of any kind
(including, without limitation, transfer taxes) with respect to
any disposition, sale or transfer of the BACs.
BACs not sold pursuant to this Registration Statement may be
subject to certain restrictions under the Securities Act and
could be sold, if at all, only pursuant to Rule 144 or other
exemption from the registration requirements of the Securities
Act. In general, under Rule 144, a person (or persons whose BACs
are aggregated) who has satisfied a one-year holding period, may,
under certain circumstances, sell within any three-month period a
number of BACs which does not exceed the greater of one percent
of OTEF II's outstanding BACs or the average weekly reported
trading volume of the BACs during the four calendar weeks prior
to such sale. Rule 144 also permits, under certain
circumstances, the sale of BACs by a person who is not an
affiliate of the Company and who has satisfied a two-year holding
period, without any volume limitation. Therefore, both during
and after the effectiveness of the registration statement on Form
S-3 of which this Prospectus is a part (the "Registration
Statement"), sales of the BACs may be made by the Selling BAC
Holders pursuant to Rule 144.
EXPERTS
The financial statements and schedule incorporated in this
Prospectus by reference to OTEF II's Annual Report on Form 10-K
for the year ended December 31, 1997, have been audited by
Coopers & Lybrand LLP, independent public accountants, as
indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in
giving said reports.
LEGAL MATTERS
The legality of the issuance of the BACs will be passed upon
for OTEF II by Shaw Pittman Potts & Trowbridge.
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 the 12th day of June, 1998.
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
By: Oxford Tax Exempt Fund II Corporation,
managing general partner
By: /s/ FRANCIS P. LAVIN
-----------------------------------------
Francis P. Lavin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signatures Title Date
---------- --------------------- --------------
/s/ LEO E. ZICKLER Chairman of the Board
- ------------------------ of Directors and June 12, 1998
Leo E. Zickler Chief Executive
Officer of OTEF II
Corporation
/s/ FRANCIS P. LAVIN Director and President June 12, 1998
- ------------------------ of OTEF II Corporation
Francis P. Lavin (Principal Executive
Officer)
/s/ ROBERT B. DOWNING Director and Executive June 12, 1998
- ------------------------ Vice President of OTEF
Robert B. Downing II Corporation
Senior Vice President
/s/ RICHARD R. SINGLETON and Chief Operating June 12, 1998
- ------------------------ Officer of OTEF II
Richard R. Singleton Corporation (Principal
Financial and
Accounting Officer)
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