FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-20057
WNC HOUSING TAX CREDIT FUND II, L.P.
California 33-0391979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
For the Quarter Ended September 30, 2000
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
September 30, 2000 and March 31, 2000............................3
Statements of Operations
For the three and six months ended September 30, 2000 and 1999...4
Statement of Partners' Equity (Deficit)
For the six months ended September 30, 2000........................5
Statements of Cash Flows
For the six months ended September 30, 2000 and 1999...............6
Notes to Financial Statements ..............................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................14
Item 4. Submission of Matters to a Vote of Security Holders.................14
Item 6. Exhibits and Reports on Form 8-K....................................14
Signatures .................................................................15
2
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
---------------------- ---------------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 141,756 $ 150,827
Investments in limited partnerships, net (Note 2) 945,908 1,049,680
---------------------- ---------------------
$ 1,087,664 $ 1,200,507
====================== =====================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accrued fees and expenses due to
General Partner and affiliates (Note 3) $ 1,268,442 $ 1,194,613
---------------------- ---------------------
Partners' equity (deficit):
General partner (61,350) (59,483)
Limited partners (12,000 units authorized and 7,000
units issued and outstanding) (119,428) 65,377
---------------------- ---------------------
Total partners' equity (deficit) (180,778) 5,894
---------------------- ---------------------
$ 1,087,664 $ 1,200,507
====================== =====================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended September 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------------------------------ --------------------------------
Three Six Three Six
Months Months Months Months
------------ -------------- ------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 1,522 $ 3,174 $ 1,160 $ 1,392
------------ -------------- ------------- --------------
1,522 3,174 1,160 1,392
------------ -------------- ------------- --------------
Operating expenses:
Amortization 5,338 10,676 5,338 10,676
Asset management fees (Note 3) 36,229 72,452 36,226 72,452
Legal and accounting 11,789 13,642 3,315 10,956
Other 1,310 3,302 12,619 6,670
------------ -------------- ------------- --------------
Total operating expenses 54,666 100,072 57,498 100,754
------------ -------------- ------------- --------------
Loss from operations (53,144) (96,898) (56,338) (99,362)
Equity in losses of
limited partnerships (Note 2) (44,056) (89,774) (46,647) (96,038)
------------ -------------- ------------- --------------
Net loss $ (97,200) $ (186,672) $ (102,985) $ (195,400)
============ ============== ============= ==============
Net loss allocated to:
General partner $ (972) $ (1,867) $ (1,030) $ (1,954)
============ ============== ============= ==============
Limited partners $ (96,228) $ (184,805) $ (101,955) $ (193,446)
============ ============== ============= ==============
Net loss per weighted limited
partnership unit $ (14) $ (26) $ (15) $ (28)
============ ============== ============= ==============
Outstanding weighted limited
partner units 7,000 7,000 7,000 7,000
============ ============== ============= ==============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For the Six Months Ended September 30, 2000
(unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
-------------------- ---------------- ---------------
<S> <C> <C> <C>
Partners' equity (deficit), March 31, 2000 $ (59,483) $ 65,377 $ 5,894
Net loss (1,867) (184,805) (186,672)
-------------------- ---------------- ---------------
Partners' equity (deficit), September 30, 2000 $ (61,350) $ (119,428) $ (180,778)
==================== ================ ===============
</TABLE>
5
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------------------- ------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (186,672) $ (195,400)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 10,676 10,676
Equity in losses of limited partnerships 89,774 96,038
Change in accrued fees and expenses due to
General Partner and affiliates 73,829 70,127
------------------- ------------------
Net cash used in operating activities (12,393) (18,559)
------------------- ------------------
Cash flows from investing activities:
Distributions from limited partnerships 3,322 3,484
------------------- ------------------
Net cash provided by investing activities 3,322 3,484
------------------- ------------------
Net decrease in cash and cash equivalents (9,071) (15,075)
------------------- ------------------
Cash and cash equivalents, beginning of period
150,827 175,658
------------------- ------------------
Cash and cash equivalents, end of period $ 141,756 $ 160,583
=================== ==================
</TABLE>
6
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six months ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the fiscal year
ending March 31, 2001. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-K for the fiscal year ended March 31, 2000.
Organization
WNC Housing Tax Credit Fund II, L.P., a California Limited Partnership (the
"Partnership"), was formed on January 19, 1990 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multifamily housing complexes (the "Housing Complex") that are eligible for low
income housing tax credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.
The general partner of the Partnership is WNC Financial Group, L.P. (the
"General Partner"). The general partners of WNC Financial Group, L.P. are WNC &
Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust, owns 66.8% of the outstanding stock of
Associates. John B. Lester, Jr. was the original limited partner of the
Partnership and owns, through the Lester Family Trust, 28.6% of the outstanding
stock of Associates. Wilfred N. Cooper, Jr., President of Associates, owns 3.6%
of the outstanding stock of Associates. The business of the Partnership is
conducted primarily through Associates, as the Partnership has no employees of
its own.
The Partnership Agreement authorized the sale of up to 12,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on December 31, 1992 at
which time 7,000 Units representing subscriptions in the amount of $7,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, in cash available for distribution from
the Partnership and tax credits of the Partnership. The limited partners will be
allocated the remaining 99% of these items in proportion to their respective
investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 95% to the limited partners (in proportion to their
respective investments) and 5% to the General Partner.
7
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting For Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years.
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $1,036,840 at the end of all
periods presented.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
September 30, 2000 and March 31, 2000, the Partnership had cash equivalents of
$125,000 and $142,285, respectively.
Concentration of Credit Risk
At September 30, 2000, the Partnership maintained cash balances at certain
financial institutions in excess of the federally insured maximum.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of Partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership had acquired limited partnership
interests in twenty-seven Local Limited Partnerships, each of which owns one
Housing Complex consisting of an aggregate of 784 apartment units. The
respective general partners of the Local Limited Partnerships manage the
day-to-day operations of the entities. Significant Local Limited Partnership
business decisions, as defined, require the approval of the Partnership. The
Partnership, as a limited partner, is generally entitled to 99%, as specified in
the Local Limited Partnership agreements, of the operating profits and losses,
taxable income and losses and tax credits of the Local Limited Partnerships.
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
The following is a summary of the equity method activity of the investments in
Local Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>
For the Six Months For the Year
Ended Ended
September 30, 2000 March 31, 2000
---------------------- -------------------
<S> <C> <C>
Investments per balance sheet, beginning of period $ 1,049,680 $ 1,460,945
Equity in losses of limited partnerships (89,774) (384,579)
Distributions from limited partnerships (3,322) (5,334)
Amortization of paid acquisition costs and (10,676)
syndication fees (21,352)
---------------------- -------------------
Investments per balance sheet, end of period $ 945,908 $ 1,049,680
====================== ===================
</TABLE>
10
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
Selected financial information for the six months ended September 30 from the
unaudited combined financial statements of the limited partnerships in which the
Partnership has invested as follows:
<TABLE>
<CAPTION>
2000 1999
------------------- ------------------
<S> <C> <C>
Revenues $ 1,525,000 $ 1,459,000
------------------- ------------------
Expenses:
Interest expense 356,000 314,000
Depreciation 522,000 415,000
Operating expenses 1,017,000 961,000
------------------- ------------------
Total expenses 1,895,000 1,690,000
------------------- ------------------
Net loss $ (370,000) $ (231,000)
=================== ==================
Net loss allocable to the Partnership $ (366,000) $ (229,000)
=================== ==================
Net loss recorded by the Partnership $ (90,000) $ (96,000)
=================== ==================
</TABLE>
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired.
NOTE 3- RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of invested assets (the sum of the Partnership's Investment
in Local Limited Partnership Interests and the Partnership's allocable
share of the amount of the mortgage loans on and other debts related to,
the Housing Complexes owned by such Local Limited Partnerships). Fees of
$72,452 were incurred during the each of the six months ended September
30, 2000 and 1999. The Partnership paid $4,167 to the General Partner or
its affiliates for those fees during the six months ended September 30,
2000 and $0 during the six months ended September 30, 1999.
(b) A subordinated disposition fee in an amount equal to 1% of the sales price
of any real estate sold. Payment of this fee is subordinated to the
limited partners who receive a 6% preferred return (as defined in the
Partnership Agreement) and is payable only if the General Partner or its
affiliates render services in the sales effort.
11
<PAGE>
WNC HOUSING TAX CREDIT FUND II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended September 30, 2000
(unaudited)
NOTE 3- RELATED PARTY TRANSACTIONS
The accrued fees and expenses due to General Partner and affiliates consists of
the following at:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
----------------------- ------------------------
<S> <C> <C>
Asset management fee payable $ 1,262,928 $ 1,194,643
Advances from WNC 5,514
(30)
----------------------- ------------------------
Total related party payables $ 1,268,442 $
1,194,613
======================= ========================
</TABLE>
The General Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of future foreseeable
working capital requirements of the Partnership.
NOTE 4 - INCOME TAXES
No provision for income taxes has been recorded in the financial statements as
any liability for income taxes is the obligation of the partners of the
Partnership.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Quarterly Report contains forward-looking statements concerning the
Partnership's anticipated future revenues and earnings, adequacy of future cash
flow and related matters. These forward-looking statements include, but are not
limited to, statements containing the words "expect", "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from the statements, including competition, as well
as those risks described in the Partnership's SEC reports, including the
Partnership's Form 10-K filed pursuant to the Securities and Exchange Act of
1934 on June 29, 2000.
The following discussion and analysis compares the results of operations for the
three and six months ended September 30, 2000 and 1999, and should be read in
conjunction with the condensed consolidated financial statements and
accompanying notes included within this report.
Financial Condition
The Partnership's assets at September 30, 2000 consisted of $142,000 in cash and
aggregate investments in the twenty-seven Local Limited Partnerships of
$946,000. Liabilities at September 30, 2000 consisted of $1,268,000 of accrued
fees and expenses due to the General Partner and affiliates.
Results of Operations
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999. The Partnership's net loss for the three months ended September 30,
2000 was $(97,000), reflecting a decrease of $6,000 from the net loss
experienced for the three months ended September 30, 1999 of $(103,000). The
decline in net loss is primarily due to equity in losses of limited partnerships
which declined by $3,000 to $(44,000) for the three months ended September 30,
2000 from $(47,000) for the three months ended September 30, 1999. This decrease
was a result of the Partnership not recognizing certain losses of the Local
Limited Partnerships. The investments in such Local Limited Partnerships had
reached $0 at September 30, 2000. Since the Partnership's liability with respect
to its investments is limited, losses in excess of investment are not
recognized. Along with the decrease in equity in losses of limited partnerships
there was a decrease in loss from operations of $(2,000) for the three months
ended September 30, 2000 to $(55,000) from $(57,000) for the three months ended
September 30, 1999, due to a comparable decrease in operating expenses.
Six Months Ended September 30, 2000 Compared to Six Months Ended September 30,
1999. The Partnership's net loss for the six months ended September 30, 2000 was
$(187,000), reflecting a decrease of $8,000 from the net loss experienced for
the six months ended September 30, 1999 of $(195,000). The decline in net loss
is primarily due to equity in losses of limited partnerships which declined by
$6,000 to $(90,000) for the six months ended September 30, 2000 from $(96,000)
for the six months ended September 30, 1999. This decrease was a result of the
Partnership not recognizing certain losses of the Local Limited Partnerships.
The investments in such Local Limited Partnerships had reached $0 at September
30, 2000. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investment are not recognized. Along with the
decrease in equity in losses of limited partnerships, there was a decrease in
loss from operations of $2,000 for the six months ended September 30, 2000 to
$(97,000) from $(99,000) for the six months ended September 30, 1999 due to a
comparable increase in interest income.
13
<PAGE>
Cash Flows
Six Months Ended September 30, 2000 Compared to Six Months Ended September 30,
1999. Net cash used during the six months ended September 30, 2000 was $(9,000)
compared to a net use of cash for the six months ended September 30, 1999 of
$(15,000). The change was due primarily to a decrease in cash paid to the
General Partner or affiliate of $4,000 and an increase in interest income of
$2,000.
During the six months ended September 30, 2000 and 1999, accrued payables, which
consist primarily of asset management fees due to the General Partner, increased
by $74,000. The General Partner does not anticipate that these accrued fees will
be paid until such time as capital reserves are in excess of future foreseeable
working capital requirements of the partnership.
The Partnership expects its future cash flows, together with its net available
assets at September 30, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
NOT APPLICABLE
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
The Consent Solicitation Statement dated September 27, 2000 was first
sent to the Limited Partners on or about October 2, 2000.
The General Partner has proposed that the Partnership cease
reproduction and mailing of quarterly and annual financial statements
to the Limited Partners, to reduce the expenses incurred by the
Partnership. The Partnership will continue to prepare quarterly and
annual financial statements so long as it is required to do so under
the Securities and Exchange Commission Act of 1934 and submit them to
the Securities and Exchange Commission. All votes were to be returned
to the General Partner by November 17, 2000 to be counted. The
proposal was approved by the Limited Partners and the results of the
vote were 4,083 for the proposal, 755 against the proposal, and 214
abstentions.
Item 6. Exhibits and Reports on Form 8-K
NONE
14
<PAGE>
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, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND II, L.P.
By: WNC Financial Group, L.P. General Partner of the Registrant
By: WNC & Associates, Inc. General Partner of
WNC Housing Tax Credit Fund II, L.P.
By: /s/Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President - Chief Operating Officer of
WNC & Associates, Inc.
Date: December 13, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson, Vice-President - Chief Financial Officer of
WNC & Associates, Inc.
Date: December 13, 2000
15
