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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): March 15, 1998
NATIONAL TAX CREDIT INVESTORS II
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(Exact name of Registrant as specified in charter)
California 33-33216 93-1017959
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
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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 $105.00" dated March 15, 1998.
Registrant has no further information about this "Offer to Purchase" or Bond
Purchase, L.L.C. By letter dated April 18, 1998, the 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 April 18, 1998.
SIGNATURES
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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 INVESTORS II,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
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ITS: President
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[LETTERHEAD NATIONAL TAX CREDIT INVESTORS]
April 18, 1998
RE: NATIONAL TAX CREDIT INVESTORS II
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 $105 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 $375 to $500 per $1,000 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.
Sincerely,
National Partnership Investment Corp.
General Partner
/s/ CHARLES H BOXEMBAUM /s/ BRUCE E. NELSON
Charles H Boxembaum Bruce E. Nelson
Chairman of the Board President
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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 Investors
II.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $105.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in National Tax Credit Investors II (the Partnership")
for cash in the amount of $105.00 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.
* You may be able to realize a tax loss from writing off your initial
investment ($1,000 per unit) that would reduce your taxes for 1998.
* The Partnership was closed six years ago in 1992. Your money has been tied
up for this long period with no cash 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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Our offer is limited to 3,600 of the 72,404 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 3,600 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
FOR LIMITED PARTNERSHIP INTERESTS IN
NATIONAL TAX CREDIT INVESTORS II
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 Investors II, (the
"Partnership"), for $105.00 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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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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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 INVESTORS II.
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.
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PRINT Assignor (Registered Name) PRINT Joint Assignor or Custodian/Trustee
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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
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(Specify Number of Units Tendered: (Signature of Owner)
Indicate "ALL" if Number Not
Available)
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Place Medallion Guarantee Stamp Here
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(Your Telephone Number) (Signature of Co-Owner)
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Place Medallion Guarantee Stamp Here
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(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:
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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.
