AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(Name of Subject Company)
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
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David N. Shafer, Esq.
WNC & Associates, Inc.
3158 Redhill Avenue, Suite 120
Costa Mesa, California 92626-3416
714-662-5565
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Paul G. Dannhauser
Derenthal & Dannhauser
455 Market Street, Suite 1600
San Francisco, California 94105
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 26, 1998 (the "Schedule 14D-9"), by
WNC California Housing Tax Credits II, L.P. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same meanings
ascribed to them in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
(a)(2) Letter from WNC California Housing Tax Credits II, L.P. to
Unit Holders, dated June 8, 1998.
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 8, 1998
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
By: WNC Tax Credit Partners, L.P.,
its General Partner
By: WNC & Associates, Inc.,
its General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr., President
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EXHIBIT INDEX
EXHIBIT NO. TITLE
(a)(2) Letter to Unit Holders dated June 8, 1998
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June 8, 1998
TO ALL UNIT HOLDERS OF UNITS IN WNC CALIFORNIA HOUSING TAX CREDITS II,L.P.
Dear Unit Holder:
WNC has reviewed and considered the Everest letter of June 4, 1998. WNC
continues to recommend that Unit Holders REJECT the Everest offer. To reject the
Everest offer, no further action is required by you. We recommend that you
reject the offer for the following reasons:
o Everest is offering to purchase your remaining $567 in tax credits per
Unit for only $310 per Unit.
o Everest is offering to purchase Units for its own investment purposes
and, accordingly, has established a price that will permit it to make a
profit on your investment.
o Your investment continues to perform as intended. Further, WNC's tax
credit properties have never experienced a foreclosure or recapture
event.
The Everest offer contains estimates of potential tax benefits other than the
Tax Credits for which you invested. Unit Holders are cautioned that the ability
to obtain these non-Tax Credit tax benefits (i.e., tax losses which are not a
dollar-for-dollar reduction in your tax liability) must be determined on a
case-by-case basis for each taxpayer. Unit Holders should consult with their
respective advisors about the financial, tax, legal and other consequences of
acceptance of the Everest Offer.
Unit Holders who sell their Units pursuant to the Everest offer will lose the
right to receive any future distributions from the Partnership from any
refinancing or sale of the Partnership's properties. Although the General
Partner cannot predict the future value of the Partnership's assets on a per
Unit basis or otherwise, the net amount of the Everest offer could differ
significantly from the amount that may be realized from the sale of refinancing
of the Partnership's assets. There can to no assurance as to the timing, amount
or occurrence of any future distributions.
UNIT HOLDERS WHO SELL PURSUANT TO THE EVEREST OFFER WILL NO LONGER RECEIVE TAX
CREDITS AND OR LOSSES FROM THEIR UNITS.
WNC is proud of its 27 year commitment to affordable housing and we value our
investors. As always, please feel free to contact us from 7:00a.m. to 5:00p.m.
(Pacific Time) at 800-451-7070 if you need assistance in any matter.
NO FURTHER ACTION IS REQUIRED BY YOU TO REJECT THE EVEREST OFFER.
WNC Tax Credit Partners, L.P.,
its General Partner
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