<PAGE> 1
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): March 15, 1998
NATIONAL TAX CREDIT PARTNERS, L.P.
--------------------------------------------------
(Exact name of Registrant as specified in charter)
California 0-18541 95-4205231
- --------------- ----------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
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Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
Page 1 of 3
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ITEM 5. OTHER EVENTS.
The Registrant recently became aware through several of its
limited partners that an entity identified as Bond Purchase, L.L.C. was
apparently conducting a tender offer for units in the Registrant pursuant to an
"Offer to Purchase Limited Partnership Interests for $150.00" dated March 15,
1998. Registrant has no further information about this "Offer to Purchase" or
Bond Purchase, L.L.C. By letter dated May 1, 1998, the Registrant's general
partners, on behalf of the Registrant, advised the limited partners that the
general partners expressed no opinion regarding this offer. Copies of the
"Offer to Purchase" and the Registrant's letter are attached hereto as
exhibits.
EXHIBITS
The following exhibits are attached to this Current Report and thereby
made a part thereof:
1. Copy of the "Offer to Purchase" documents as received from
Registrant's Limited Partners.
2. Copy of Registrant's letter to its limited partners, dated May 1,
1998.
Page 2 of 3
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SIGNATURES
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.
DATED: July 13, 1998
NATIONAL TAX CREDIT PARTNERS, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
-----------------------------
ITS: President
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[NATIONAL TAX CREDIT PARTNERS, L.P. LOGO]
NATIONAL TAX CREDIT PARTNERS, L.P.
9090 Wilshire Boulevard o Suite 201 o Beverly Hills, California 90211 o
(310) 278-2191
May 1, 1998
RE: NATIONAL TAX CREDIT PARTNERS, L.P. ("NTCP")
Dear Investor:
The General Partners have been informed by a number of limited partners
that they have received an unsolicited tender offer from Bond Purchase LLC
offering to buy their units for $150 each. Bond Purchase LLC is not related to
the General Partners and the General Partners are not participating in such
tender offer.
*The General Partners cannot comment on the fairness of the price being
offered by Bond Purchase LLC.
*The secondary market prices reported to us by brokers and individuals
over the past six months have ranged from $440 to $710.03 per $2,500 unit.
The General Partners will not approve any request for the transfer of
the units or the substitution of a limited partner if it would endanger the
Partnership's tax status and/or cause recapture of the tax credits.
Sincerely,
National Partnership Investments Corp.
General Partner
/s/ Charles H. Boxenbaum /s/ Bruce E. Nelson
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
[LOGO]
CORPORATE GENERAL PARTNER National Partnership Investments Corp.
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BOND PURCHASE L.L.C.
P.O. Box 26730
Kansas City, MO 64196
March 15, 1998
To the Holders of Limited Partnership Interests in National Tax Credit Partners,
L.P.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $150.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in National Tax Credit Partners, L.P. (the Partnership")
for cash in the amount of $150.00 per Unit (which amount will be reduced by any
cash distributions declared by the Partnership after the date of this letter).
Our offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial
choices. Our offer gives you, the investor, the ability to make a decision about
your continued involvement with the Partnership. You may no longer wish to
continue with your investment in the Partnership for a number of reasons,
including:
* Inability to utilize tax credits, which have been the only benefit to
date. Tax credits you have previously used should not have to be
recaptured due to the large partnership exemption.
* If you sell your units, 1998 will be the final year for which you
receive a K-1 tax form from the partnership.
* The yearly tax credits you have been getting are about to stop. You
may be able to realize a tax loss from writing off your initial
investment of $2,500 per unit that would reduce your taxes for 1998.
* The Partnership was closed ten years ago in 1988. Your money has been
tied up for this long period with minimal return.
* More immediate use for the cash tied up in your investment in the
Units.
* The absence of a formal trading market for the Units and their
resulting relative illiquidity.
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* General disenchantment with real estate investments, particularly
long-term investments in limited partnerships;
Our offer is limited to 1,190 of the 23,899 outstanding Units. If we
were to acquire more than this amount, the administrative costs of our offer
would become burdensome.
We will accept for purchase properly documented Units on a
"first-received, first-buy" basis. You will be paid promptly following
confirmation of a valid, properly executed Agreement of Transfer and other
required transfer documents. We will pay for all Partnership transfer fees and
costs. All tenders of Units will be irrevocable and may not be rescinded or
withdrawn.
We are real estate investors who are not affiliated with the Partnership
or the General Partners. The General Partners of the Partnership have not
analyzed, approved, endorsed or made any recommendation as to acceptance of the
offer. The purchase offer has been determined solely at the discretion of Bond
Purchase, L.L.C. and does not necessarily represent the true market value of
each unit. We are seeking to acquire Units for investment purposes only and not
with a view to their resale.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute page 3 of this document, as well as the Power of Attorney.
Obtain all other required signatures and return the documentation in the
enclosed envelope. Please note that all signatures must be medallion
guaranteed. The transfer cannot be processed without signatures that are
medallion guaranteed and failure to obtain them will result in needless delays.
In addition, place your Unit Certificate in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting or offer as only I,
190 Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON APRIL 30, 1998, UNLESS EXTENDED.
Please call William Teel at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
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Agreement of Transfer
Page 2
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
Upon request, the Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed by
the Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of such Units.
The Seller releases and discharges the General Partners, any IRA or
KEOGH Custodian, and their respective officers, shareholders, directors,
employees and agents from all causes of action, claims, or demands the Seller
has or may have against them resulting from their reliance on this Agreement of
Transfer or any of the terms and conditions contained herein.
The Seller hereby certifies, under penalties of perjury, that (1 ) the
number shown below on this form and the Sellers Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest on dividends. or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller understands that
this certification may be disclosed to the IRS by the Purchaser and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
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AGREEMENT of TRANSFER
For Limited Partnership Interests in
National Tax Credit Partners, L.P.
Subject to and effective upon acceptance for payment, the undersigned
(the "Seller") hereby sells, assigns, transfers, conveys and delivers and
irrevocably directs any custodian or trustee to sell, assign, transfer, convey
and deliver (the "Transfer") to Bond Purchase, LLC, a Missouri limited liability
company, or it's assigns (the "Purchaser"), all of the Seller's right, title and
interest in Partnership Units (the "Units") of National Tax Credit Partners,
L.P., (the "Partnership"), for $150.00 per Unit, net to the Seller in cash,
which amount shall be reduced by any distributions declared by the Partnership
after March 15, 1998.
Such Transfer shall include, without limitation, all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting rights
and other benefits of any nature whatsoever distributable or allocable to such
Units under the Partnership's Certificate and Agreement of Limited Partnership,
as amended (the "Partnership Agreement"). The Seller hereby irrevocably
constitutes and appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to such Units, to deliver such Units and transfer ownership
of such Units on the Partnership's books maintained by the General Partner of
the Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser of the purchase price, to
receive all benefits and cash distributions, endorse Partnership checks payable
to Seller and otherwise exercise all rights of beneficial ownership of such
Units. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney.
The Seller hereby represents and warrants to the Purchaser that the
Seller owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. The Seller further represents and warrants
that the Seller is a "United States person", as defined in Section 7701 (a)(30)
of the Internal Revenue Code of 1986, as amended, or if the Seller is not a
United States person, that the Seller does not own beneficially or of record
more than 5% of the outstanding Units.
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POWER OF ATTORNEY/PROXY
In conjunction with the Assignor's (seller's) Assignment of Partnership Units
dated as of even date herewith, Seller irrevocably constitutes and appoints
David L. Johnson and William C. Teel, or any of them, to be Seller's true and
lawful special attorneys-in-fact, with full power of substitution to exercise in
the name, place and stead of Seller any and all rights, interests, powers, and
duties with respect to or arising out of the Seller's interest in:
NATIONAL TAX CREDIT PARTNERS, L.P.
which Units have been assigned to Bond Purchase. L.L.C. (the "Buyer") pursuant
to the Agreement of Transfer. This Power of Attorney shall include with
limitation, (1) the right to execute on behalf of Seller, all assignments,
certificates, documents and instruments that may be required for the purpose of
transferring the Units owned by the Seller, (2) the right to vote the Units or
to require or receive an information or report with respect to the partnerships'
books and records, (3) the right to endorse and cash any check made payable by
the partnership to Seller on or after the date hereof and (4) the right, if the
Units are held in an IRA account or pension account, to contact the Seller's
custodian and direct him to facilitate in the transfer of the Units from the
Seller to Buyer Fund. This Power of Attorney is part of and hereby incorporated
in the application for transfer. This Power of Attorney shall not be affected by
the subsequent mental disability of the undersigned. as principal, is
irrevocable and coupled with an interest, and Buyer shall not be required to
post bond in any nature in connection with this Power of Attorney. This Power of
Attorney shall also serve as a Letter of Authorization directing the Assignor's
custodian(s) and trustee(s) to sign any documents necessary to facilitate the
transfer of the units being assigned in conjunction with this Power of Attorney
as required by the herein named attorneys-in-fact
________________________________ ____________________________________________
PRINT Assignor (Registered Name) PRINT Joint Assignor or Custodian/Trustee
________________________________ ____________________________________________
SIGNATURE of Assignor SIGNATURE Jnt. Assignor or Custodian/Trustee
DATE____________, 199___ DATE____________ 199___
Signature Medallion Guarantee Signature Medallion Guarantee
________________________________ ____________________________________________
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Agreement of Transfer
Page 3
Date:______________ 1998
_______________________________________ ____________________________________
(Specify Number of Units Tendered: (Signature of Owner)
Indicate "ALL" if Number Not Available)
_______________________________________ ____________________________________
Place Medallion Guarantee Stamp Here
_______________________________________ ____________________________________
(Your Telephone Number) (Signature of Co-Owner)
____________________________________
Place Medallion Guarantee Stamp Here
_______________________________________ ____________________________________
(Your Social Security or Taxpayer ID Bond Purchase, LLC
Number) P.O. Box 26730
Kansas City, MO 64196
(816) 421-4670
FAX (816) 221-1829
_______________________________________ Bond Purchase, LLC
(Name of IRA Custodian if applicable)
BY:_________________________________
Its Authorized Representative
NOTE: All signatures on this agreement must be guaranteed by a member
from a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank, savings bank,
credit union, savings and loan association or trust company having an office,
branch or agency in the United States, which is a participant in the Security
Transfer Agent Medallion Program.
