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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
WNC California Housing Tax Credits II, L.P.
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(Name of Subject Company [Issuer])
Everest Tax Credit Investors, LLC
Everest Properties II, LLC
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(Bidder)
Units of Limited Partnership Interests
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
Telephone (800) 611-4613
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation: $549,320(1) Amount of Filing Fee: $109.86
(1) Calculated as the product of the number of Units on which the Offer is
made and the gross cash price per Unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $109.86 Filing party: Everest Tax Credit Investors, LLC
Form or registration no.: SC14D-1 Date filed: May 12, 1998
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Schedule 14D-1
CUSIP No : None
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Everest Tax Credit Investors, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP* (b) [ ]
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES
Not Applicable
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Not Applicable
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10. TYPE OF REPORTING PERSON*
OO
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Schedule 14D-1
CUSIP No : None
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Everest Properties II, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP* (b) [ ]
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES
Not Applicable
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Not Applicable
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10. TYPE OF REPORTING PERSON*
OO
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AMENDMENT NO. 4 TO SCHEDULE 14D-1
This Amendment No. 4 is filed by Everest Tax Credit Investors, LLC, a
California limited liability company (the "Purchaser"), and Everest Properties
II, LLC, a California limited liability company ("EPII") to amend the Tender
Offer Statement on Schedule 14D-1 originally filed by the Purchaser with the
Securities and Exchange Commission on May 12, 1998, as amended by Amendment No.
1, Amendment No. 2 and Amendment No. 3, relating to the Purchaser's offer to
purchase up to 1,772 units of limited partnership interests ("Units") in WNC
California Housing Tax Credits II, L.P. (the "Partnership") upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 12,
1998, and the related Agreement of Transfer and Letter of Transmittal.
Capitalized terms used but not defined herein have the meaning ascribed to them
in the Offer to Purchase. The Offer is hereby amended to include the information
below.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) Reference is hereby made to the information set forth on the cover
page and in the "Certain Information Concerning the Purchaser" and Schedule I
("Directors and Executive Officers") of the Offer to Purchase, which is
incorporated herein by reference. The section entitled "Certain Information
Concerning the Purchaser -- The Purchaser" in the Offer to Purchase is hereby
amended and restated in its entirety as follows:
"The Purchaser. Each of the Purchaser and Everest Properties II, LLC
("EPII") is a California limited liability company that was formed in 1997 and
1996, respectively. The principal office of both the Purchaser and EPII is 199
South Los Robles Avenue, Suite 440, Pasadena, CA 91101. EPII's principal
business is to manage investment funds for its own account and on behalf of
other investors. The Purchaser is owned by EPII and by Imperial Bank, a
California state-chartered bank. Imperial Bank is the wholly owned operating
subsidiary of Imperial Bancorp, a bank holding company registered under the Bank
Holding Company Act of 1956. The Manager of the Purchaser is EPII, and it is the
person that manages Purchaser's affairs. Imperial Bank did not participate, to
any material extent, in the initiation, structuring, preparation or
documentation of this Offer. For certain information concerning the directors
and executive officers of EPII, Imperial Bank and Imperial Bancorp, see Schedule
I to the Offer to Purchase."
(e)-(f) During the last five years, neither the Purchaser, EPII nor, to the
best of their knowledge, any of the persons listed in Schedule I ("Directors and
Executive Officers") of the Offer to Purchase has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding any such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
(g) Reference is hereby made to the information set forth in Schedule I
("Directors and Executive Officers") of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The paragraph under the section entitled "Certain Information Concerning
the Purchaser -- Source of Funds" in the Offer to Purchase is hereby amended by
deleting the last two sentences of the paragraph and inserting in lieu thereof
the following sentence:
"Imperial Bank has committed itself to provide substantially all of such
funds as a capital contribution to the Purchaser."
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ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSAL OF THE BIDDER.
The first paragraph of the section entitled "Future Plans of the Purchaser"
in the Offer to Purchase is hereby amended by inserting the following sentence
immediately prior to the last sentence of the paragraph:
"However, the Purchaser has no present intention of making additional
tender offers for the Units."
ITEM 9. FINANCIAL STATEMENTS OF BIDDER.
Item 9 is hereby amended and restated as follows:
"Purchaser's business consist solely of making and holding investments in
limited partnership interests in entities similar to the Partnership.
Accordingly, the Purchaser does not have any material revenues and expenses. The
following table sets forth certain selected unaudited financial information
available with respect to the Purchaser, as of June 15, 1998:"
Total Assets $5,301,401
Total Liabilities ---
Working Capital $ 12,515
Members' Equity $5,301,401
The inclusion in this item of the above information is for information
purposes only and is not intended as an admission that such information is
material to a decision whether to sell, tender or hold the Units.
ITEM 10. ADDITIONAL INFORMATION.
(f)(1) The lead-in sentence prior to the table set forth in the second
bullet point of the cover letter addressed "Dear Unit Holder" accompanying the
Offer to Purchase and under the caption "Introduction" of the Offer to Purchase
is hereby amended to read as follows:
"Based on the Partnership's public filings and assuming a sale date of June
30, 1998, the following table represents the Purchaser's estimates of the
cumulative after-tax benefits available to a seller for each Unit sold to
Purchaser if all of the assumptions stated directly below the table are
applicable to the seller. The tax consequences of the Offer to a particular Unit
Holder may be different from those shown in the table and all Unit Holders are
urged to consult with their own advisors (tax, financial or otherwise) in
connection with this Offer."
(f)(2) The last sentence of the first paragraph under the section entitled
"Details of the Offer -- 7. Conditions of the Offer" in the Offer to Purchase is
hereby amended and restated as follows:
"Furthermore, notwithstanding any other term of the Offer, the Purchaser
will not be required to accept for payment or, subject to the aforesaid, pay for
any Units, may delay the acceptance for payment of the Units tendered, or may
withdraw the Offer if, at any time on or after the date of the Offer and before
the Expiration Date, any of the following conditions exists:"
(f)(3) Subparagraphs (d) and (e) under the section entitled "Details of the
Offer -- 7. Conditions of the Offer" in the Offer to Purchase are hereby amended
and restated as follows:
"(d) the General Partners (as defined below) of the Partnership shall have
failed or refused to take all other action that the Purchaser deems necessary,
in the Purchaser's reasonable judgment, for the Purchaser to be the registered
owner of the Units tendered and accepted for payment hereunder simultaneously
with the consummation of the Offer or as soon thereafter as is permitted under
the Partnership Agreement, in accordance with the Partnership Agreement and
applicable law;
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(e) there shall have been threatened, instituted or pending any action or
proceeding before any court or governmental agency or other regulatory or
administrative agency or commission or by any other person, challenging the
acquisition of any Units pursuant to the Offer or otherwise directly or
indirectly relating to the Offer, or otherwise, in the reasonable judgment of
the Purchaser, adversely affecting the Purchaser, the Partnership or the
Properties or the value of the Units or the benefits expected to be derived by
the Purchaser as a result of the transactions contemplated by the Offer;"
(f)(4) The first paragraph set forth under the section entitled
"Determination of Purchase Price" in the Offer to Purchase is hereby amended by
adding the following after the last sentence of the paragraph:
"The Purchaser determined the Purchase Price pursuant to its independent
analysis of the Partnership, including, but not limited to, the value of the
estimated tax credits available in the future. The Purchaser did not attribute
any value to the assets of the Local Limited Partnerships. Based on the
Partnership's Form 10-K and the disclosures in the Prospectus covering the
Units, the Purchaser believes that the realization of any such value is unlikely
because: (i) the Partnership is committed to hold its interest in the Local
Limited Partnerships for at least 15 years in order to avoid recapture of tax
credits; (ii) the rents cannot be raised on the apartment complexes for 30
years, which would impede the ability to sell the apartment complexes during
that period, and (iii) any cash available for distribution as a result of a sale
of assets, a future liquidation or otherwise is first applied to the payment of
all operating expenses of the Partnership, including accrued management fees.
The Purchaser did not obtain current independent valuations or appraisals of the
assets.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 18, 1998
EVEREST TAX CREDIT INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /s/ David I. Lesser
David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/ David I. Lesser
David I. Lesser
Executive Vice President
