SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
WNC HOUSING TAX CREDIT FUND II, L.P.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:_________
2) Aggregate number of securities to which transaction applies:__________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined:__________
4) Proposed maximum aggregate value of transaction: __________
5) Total fee paid:__________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:__________
2) Form, Schedule or Registration Statement No:__________
3) Filing Party:__________
4) Date Filed:__________
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CONSENT SOLICITATION STATEMENT
PROPOSED ACTION BY WRITTEN CONSENT
OF LIMITED PARTNERS
OF
WNC HOUSING TAX CREDIT FUND II, L.P.
August __, 2000
INTRODUCTION
The limited partners (the "Limited Partners") of WNC Housing Tax Credit
Fund II, L.P. (the "Partnership"), are being asked by the Partnership and WNC
Financial Group, L.P. (the "General Partner") to consider and approve by written
consent an amendment to the agreement of limited partnership of the Partnership.
If approved, the amendment would eliminate the requirement that the Partnership
print, collate and mail to each Limited Partner its quarterly and annual
financial reports (the "Proposal"). Instead, under the Proposal the Partnership
would upon request make its reports available to the Limited Partners via e-mail
or U.S. mail. Reports would also be available on the Internet at www.sec.gov (so
long as the reports are filed with the SEC). The General Partner believes that
because these reports do not provide useful information to the Limited Partners,
the production and mailing costs of the reports is unwarranted.
The Proposal is subject to the approval of a majority-in-interest of
the Limited Partners. If the Limited Partners do not approve the Proposal, the
Partnership will continue automatically to reproduce and mail copies of its
financial reports to the Limited Partners. Regardless of the result of the vote
the Partnership will continue to provide its annual tax information directly to
the Limited Partners.
This Consent Solicitation Statement and the enclosed form of Action By
Written Consent of Limited Partners (the "Consent") were first sent to the
Limited Partners on or about September ___, 2000.
Units of limited partnership interest in the Partnership (the "Units")
represented by Consents duly executed and returned to the Partnership on or
before October __, 2000 (unless extended by the General Partner pursuant to
notice mailed to the Limited Partners) will be voted or not voted in accordance
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with the instructions contained therein. If no instructions for the Proposal are
given on an executed and returned Consent, Units so represented will be voted in
favor of the Proposal. The General Partner will take no action with respect to
the Proposal except as specified in the duly executed and returned Consents.
The cost of this solicitation of Consents is being borne by the
Partnership. Such solicitation is being made by mail and, in addition, may be
made by officers and employees of the Partnership and the General Partner,
either in person or by telephone or telegram.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The only outstanding class of voting securities of the Partnership is
the Units. Each Unit entitles its holder to one vote on the Proposal.
All Limited Partners as of September ___, 2000 (the "Record Date") are
entitled to notice of and to vote on the Proposal. As of August 15, 2000 there
were 7,000 Units outstanding and a total of 582 Limited Partners entitled to
vote such Units. With respect to the Proposal to be voted upon, the favorable
vote of Limited Partners holding in excess of 50% of the Units outstanding as of
the Record Date will be required for approval.
There are no rights of appraisal or similar rights of dissenters under
California law or otherwise with regard to the Proposal to be voted upon.
Dissenting Limited Partners are protected under California law by virtue of the
fiduciary duty of the General Partner to act with prudence in the business
affairs of the Partnership on behalf of the Partnership and the Limited
Partners.
As of August 15, 2000 no person or group of related persons was known
by the Partnership to be the beneficial owner of more than 5% of the Units.
Neither the General Partner nor any of its affiliates is the owner of
Units.
No meeting will be held with regard to this solicitation of the Limited
Partners. Voting may be accomplished by completing and returning to the offices
of the Partnership, at 3158 Redhill Avenue, Suite 120, Costa Mesa, California
92626, telephone: (714) 662-5565, the form of Consent included herewith. Only
Consents received prior to the close of business on the date (the "Action Date")
which is the earlier of (i) the date on which the Partnership receives approval
and/or disapproval of the Proposal by a majority-in-interest of the Limited
Partners, or (ii) October ____, 2000 (unless extended by the General Partner
pursuant to notice mailed to the Limited Partners), will be counted toward the
vote on the Proposal. However, Limited Partners are urged to return their
Consents at the earliest practicable date.
If a Limited Partner has delivered an executed Consent to the
Partnership, the Limited Partner may not revoke such Consent. As of the Action
Date, the action which is the subject of this solicitation will either be
effective (if the requisite number of executed Consents have been received by
the Partnership) or the solicitation period will have expired without approval
of the Proposal.
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CONSENT UNDER PARTNERSHIP AGREEMENT
The Partnership is governed by its Agreement of Limited Partnership
dated as of January 19, 1990, as amended by the First Amendment thereto dated as
of May 15, 1990 (the "Partnership Agreement"). Pursuant to Section 12.1.2 of the
Partnership Agreement, a majority-in-interest of the Limited Partners may
approve or disapprove the amendment of the Partnership Agreement with the
General Partner's consent.
The General Partner recommends that the Limited Partners vote in favor
of the Proposal.
THE PARTNERSHIP'S BUSINESS
The Partnership is a limited partner in 27 limited partnerships/limited
liability companies which own and operate apartment complexes qualifying for the
low income housing tax credit under Section 42 of the Internal Revenue Code of
1986, as amended. The primary business of the Partnership is to manage its
investments in such limited partnerships/limited liability companies and
allocate to the Limited Partners the tax credits which are allocated to the
Partnership.
MANAGEMENT
The Partnership is a California limited partnership which has no
executive officers or directors. The Partnership's general partner is WNC
Financial Group, L.P.
WNC & Associates, Inc. and Wilfred N. Cooper, Sr. are the general
partners of WNC Financial Group, L.P.
WNC & Associates, Inc. is a California corporation which was organized
in 1971. Its officers and significant employees are:
Wilfred N. Cooper, Sr. Chief Executive Officer, Chairman of the Board
John B. Lester, Jr. Vice Chairman of the Board
Wilfred N. Cooper, Jr. President, Chief Operating Officer, Secretary
David N. Shafer Executive Vice President
Michael L. Dickenson Vice President - Chief Financial Officer
Sy P. Garban Vice President - Institutional Investments
N. Paul Buckland Vice President - Acquisitions
Thomas J. Riha Vice President - Asset Management
David C. Turek Vice President - Originations
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In addition to Wilfred N. Cooper, Sr. and John B. Lester, Jr., the
directors of WNC & Associates, Inc. are Wilfred N. Cooper, Jr., David N. Shafer,
and Kay L. Cooper. The principal shareholders of WNC & Associates, Inc. are
Wilfred N. Cooper, Sr. and John B. Lester, Jr.
THE PROPOSAL AND ITS EFFECT
Set forth below is the proposed amendment to the Partnership Agreement
which is the subject of this Consent Solicitation Statement:
9.4.6. Notwithstanding the provisions of Section 9.4.1 and 9.4.3
hereof, effective as of December 31, 2000, the General Partner shall cause the
Partnership to prepare the reports described in Section 9.4.1 and 9.4.3, but the
General Partner shall not be required to send any such report to any Limited
Partner unless the Limited Partner has requested in writing to the General
Partner that such reports be sent to such Limited Partner. The General Partner
shall be permitted to take any action deemed necessary or appropriate to
accomplish the foregoing.
The General Partner has proposed the Proposal in order to avoid the
expense entailed in the reproduction and mailing of the Partnership's quarterly
and annual financial reports. The General Partner is not proposing that the
Partnership cease its preparation of such reports; rather, if the Proposal is
approved, the Partnership would continue to prepare its quarterly and annual
financial reports and, so long as it is required to do so under the Securities
Exchange Act of 1934, as amended, file them with the Securities and Exchange
Commission ("SEC"), but it would no longer automatically reproduce and mail
those reports to the Limited Partners. Because of the nature of the
Partnership's business (see "The Partnership's Business" herein), the General
Partner believes that the quarterly and annual financial reports prepared by the
Partnership are of very limited use to the Limited Partners. The Partnership is
not in the business of generating profits from operations, but, rather, is in
the business of providing low income housing tax credits to the Limited
Partners. The amount of the low income housing credits is not contingent upon
the operations of the apartment complexes, but is contingent only upon the
continued rental of the apartment complexes to appropriate tenants at
appropriate rents by their current owners. Such information cannot be derived
from the financial reports, which are prepared in a manner designed to comply
with the rules and regulations of the SEC. Consequently, the General Partner
believes that the only report which the majority of Limited Partners are
interested in receiving is the annual tax information which the Partnership
provides to the Limited Partners. The Proposal will not in any way impact the
manner in which the Partnership provides tax information to the Limited
Partners. The Proposal only provides that the Partnership need not send copies
of its financial reports to the Limited Partners. Notwithstanding the Proposal,
Limited Partners who desire to receive any such of the Partnership's financial
reports could request copies thereof from the Partnership, or they could obtain
them from the SEC's website at www.sec.gov (so long as the reports are filed
with the SEC).
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During fiscal year 1999/2000, the Partnership spent approximately
$20,000 to reproduce and mail each of its quarterly financial reports and its
annual financial report.
The General Partner is subject to a potential conflict of interest in
connection with the Proposal. If the Proposal is approved, the Partnership will
not have to incur the costs it otherwise would incur in connection with the
reproduction and mailing of the reports. Because the Partnership generates
little or no cash from its operations, the costs of reproduction and mailing are
funded through reserves. To the extent reserves are not needed to fund the
reproduction and mailing of reports, the reserves will be available for other
purposes, including, perhaps, the payment of the asset management fee to, and
the reimbursement of operating expenses advances by, the General Partner. During
fiscal year 1999/2000, the Partnership paid to the General Partner asset
management fees and reimbursements in the aggregate amount of $29,094, and
accrued but did not pay asset management fees and reimbursements in the
aggregate amount of $139,409.
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APPENDIX 1
PRELIMINARY COPY
ACTION BY WRITTEN CONSENT OF LIMITED PARTNERS
WNC Housing Tax Credit Fund II, L.P.
3158 Redhill Avenue, Suite 120
Costa Mesa, California 92626
(714) 662-5565
THIS CONSENT IS SOLICITED ON BEHALF OF THE PARTNERSHIP AND THE GENERAL PARTNER.
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement dated ______________, 2000 and hereby votes all the units of limited
partnership interest of WNC Housing Tax Credit Fund II, L.P. (the
"Partnership"), held of record by him, her or it as follows:
The Proposal. The Partnership's Agreement of Limited Partnership
dated as of January 19, 1990, as amended by the First Amendment
thereto dated as of May 15, 1990, will be further amended to provide
that the Partnership need not automatically send its financial
reports to its Limited Partners, as specifically set forth under "The
Proposal and Its Effects" on page ___ in the accompanying Consent
Solicitation Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This Consent, when properly executed and returned to the Partnership, will be
voted in the manner directed herein by the undersigned Limited Partner. IF NO
DIRECTION IS MADE FOR THE PROPOSAL, THIS CONSENT, IF SO EXECUTED AND RETURNED,
WILL BE VOTED FOR THE PROPOSAL.
Please sign exactly When Units are held by joint tenants, both should sign.
as name appears below: When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If
______________________ a corporation, please sign in full corporate name by
______________________ president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
DATED:_____________, 2000 _____________________________
Signature
PLEASE MARK, SIGN, DATE
AND RETURN THIS _____________________________
POSTPAID CONSENT CARD Additional Signature, if held jointly
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APPENDIX 2
PRELIMINARY COPY
To all Limited Partners of WNC Housing Tax Credit Fund II, L.P.
We are pleased to submit to you the enclosed materials for use in our
solicitation of the Limited Partners' approval of the proposal to eliminate the
requirement that your Partnership must automatically reproduce and mail copies
of its quarterly and annual financial reports to the Limited Partners. Instead,
as a convenience to the Limited Partners, they would be sent such reports upon
request, or they could obtain them over the Internet. Such financial statements
would be immediately available on the Internet upon our filing them with the
Securities and Exchange Commission.
Limited Partners would still continue to be sent a Schedule K-1 to file
tax returns.
All of our Limited Partners should carefully read the enclosed
materials and then vote for or against the proposal by marking, signing and
returning the enclosed ballot form in the enclosed stamped, addressed envelope.
It must be understood that the proposal cannot be considered approved
without the affirmative vote of the owners of more than 50% of the units of
limited partnership interest. Therefore, if a Limited Partner does not return
his, her or its signed ballot, that Limited Partner will have effectively voted
against the proposal.
Please mark the enclosed ballot and return it to us in the enclosed
envelope. And please call us if you have any questions.
Sincerely yours,
