UNITED STATES
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) June 15, 2011
NATIONAL TAX CREDIT INVESTORS II
(Exact name of Registrant as specified in its charter)
California 0-20610 93-1017959
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
National Tax Credit Investors II, a California limited partnership (the “Registrant”), holds a 99% limited partnership interest in Torres del Plata II Limited Partnership, a Delaware limited partnership (“Torres II”). Torres II owns a 78-unit apartment complex located in Toa Alta, Puerto Rico. On June 15, 2011, the Registrant entered into a First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership (the “First Amendment”) with the operating general partner of Torres II and Alta Helena Investment, Inc., a Puerto Rico corporation (the “Purchaser”), to sell its limited partnership interest in Torres II to the Purchaser for approximately $25,000. The Registrant’s investment balance in Torres II was zero at March 31, 2011 and December 31, 2010.
The foregoing description is qualified in its entirety by reference to the First Amendment, a copy of which is filed as exhibit 10.14 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the terms of the First Amendment, on June 15, 2011, the Registrant received proceeds of approximately $25,000.
In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves. It is not anticipated that any distribution to the Registrant’s partners will be made as a result of the sale of the Registrant’s limited partnership interest in Torres II.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.14 First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; Futura Development of Puerto Rico, Inc. a Puerto Rico corporation and Alta Helena Investment, Inc., a Puerto Rico corporation, dated June 15, 2011.
The agreement included as an exhibit to this Form 8-K contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
- have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
SIGNATURE
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.
NATIONAL TAX CREDIT INVESTORS II
By: National Partnership Investments Corp.
General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: June 21, 2011