WILDER RICHMAN HISTORIC PROPERTIES II LP
8-K, 2000-05-23
OPERATORS OF APARTMENT BUILDINGS
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                       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 28, 2000

                                   ----------


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
             (Exact name of registrant as specified in its charter)



<TABLE>
<CAPTION>
<S>      <C>                                         <C>                                    <C>

                  Delaware                                 000-17793                           13-3481443
      (State or other jurisdiction of               (Commission file number)                (I.R.S. employer
       incorporation or organization)                                                     identification no.)



           599 West Putman Avenue
        c/o The Richman Group, Inc.
              599 West Putnam
                   Avenue

           Greenwich, Connecticut                                                                06830
  (Address of principal executive offices)                                                     (Zip code)

                                     Registrant's telephone number, including area code: (203) 869-0900
</TABLE>

<PAGE>

Item 5.  Other Events.

As  indicated  in recent  Forms 10-K and Forms 10-Q of Wilder  Richman  Historic
Properties  II, L.P.  (the  "Partnership"),  the General  Partner and  Operating
General  Partner  have been  contemplating  the merits of a  refinancing  of the
Property in order to enhance cash flow, among other things.

The Operating General Partner has informed the Partnership that, as of April 28,
2000, the Operating Partnerships refinanced their current respective outstanding
liabilities and debt obligations under the $27,545,000 Jersey City Redevelopment
Agency Multifamily  Housing Revenue Bonds,  Series 1992 (Fannie Mae Pass-through
Certificate  Program/Dixon Mill Apartments  Project).  Prior to the refinancing,
the annual fixed  interest  rate of the mortgage was  approximately  6.74%.  The
total new  indebtedness  in the amount of $28,600,000  for a term of 30 years is
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b)  variable-rate  taxable  bonds in the  amount  of  $2,165,000.  The  initial
interest  rates  on the  tax-exempt  and  taxable  bonds  are  5.1%  and  6.15%,
respectively.  The Operating  Partnerships  have  purchased an interest rate cap
which would limit the interest  rates to 6.97% for five years on the  tax-exempt
portion, and 9.15% for five and one-half years on the taxable portion.  Proceeds
from  the  new  bond  issue  were  used  to pay  off  the  existing  1992  bonds
(approximately  $26,435,000),  pay the costs of the  transaction  (approximately
$800,000),   and  fund   reserves   for  capital   improvements   (approximately
$1,365,000).

As a  result  of the  refinancing  and  the  funding  of  reserves  for  capital
improvements,  the Partnership  understands  that the Operating  General Partner
intends  to make  approximately  $1.6  million in  capital  improvements  to the
Complex,  which, under the refinancing  documents,  are required to be completed
within  the  next  twelve  months.   The  planned   improvements   include  roof
replacement,  replacement of the fire/smoke alarm system,  elevator repairs, new
entry doors, and other repairs throughout the complex.

The General  Partner  believes  that  because of the  reduction  of the mortgage
interest rate,  there may be greater  potential for the Partnership to make cash
distributions  to  the  Limited  Partners  on  a  regular  basis.  However,  the
Partnership's ability to make distributions will depend on the level of interest
rates and future  operating  results  of the  Complex,  which will be  extremely
dependent on competition and market conditions,  and therefore may be subject to
significant volatility.  Accordingly, there can be no assurance as to whether or
not the Partnership may be able to make distributions,  nor the timing or amount
of any  potential  distributions  to Limited  Partners.  The  Operating  General
Partners and the General Partner plan to assess the possible  resumption of cash
flow distributions on an ongoing basis, based on the results of operations,  the
physical  condition of the Property,  the then current interest rates, and local
market conditions, among other things.

<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Wilder  Richman  Historic  Properties II, L.P. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

Date:  May 23, 2000                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                    By:  Wilder Richman Historic Corporation

                                         /s/ Richard Paul Richman
                                        ----------------------------------------
                                         President and Chief Executive Officer



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