SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
- ---------- Exchange Act of 1934 [Fee Required] For the fiscal year ended
December 31, 1995
OR
Transition Report Pursuant to Section 13 or 15(d) of the
- ---------- Securities Exchange Act of 1934 [No Fee Required] For the
transition period from to
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Commission File Number: 2-77668, 2-79486, 2-80288
COMMODITY TREND TIMING FUND II
(Exact name of registrant as specified in its charter)
New York 13-3128322
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
67 Mason Street 06830
Greenwich, Connecticut (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(203) 629-6248
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
65,000 Units of Limited Partnership Interest
(Title of class)
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 X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Exhibits.
16-1 Letter dated September 10, 1996, from Coopers & Lybrand LLP ("Coopers") to
the Securities and Exchange Commission regarding the concurrence of Coopers
with the statements made by the Partnership in the Form 10-K/A1 for the
fiscal year ended December 31, 1995, concerning the change in the
Partnership's independent accountant (filed herein).
(b) Report on Form 8-K: None filed.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COMMODITY TREND TIMING FUND II
By: CHANG-CROWELL INVESTMENT MANAGEMENT INC.
Its: General Partner
By: /s/ Bruce N. Terry
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Bruce N. Terry, Managing Director (officer)
Date: September 12, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated as of March 28, 1996.
By: /s/ Bruce N. Terry
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Bruce N. Terry, Managing Director (officer) and Director
of Chang-Crowell Investment Management Inc.
Date: September 12, 1996
By: /s/ Robert Ecke
--------------------------------------------
Robert Ecke, Treasurer and Director
of Chang-Crowell Investment Management Inc.
Date: September 12, 1996
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Exhibit 16-1
Coopers & Lybrand L.L.P.
a professional services firm
1301 Avenue of the Americas
New York, New York
10019-6013
telephone (212) 259-1000
facsimile (212) 259-1301
September 10, 1996
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
We have read the statements made by Commodity Trend Timing Fund II (copy
attached), which we understand was filed with the Commission, pursuant to Item 9
of Form 10-K, as part of the Company's 10-K/A1 report for the year ended
December 31, 1995. We agree with the statements concerning our Firm in such
10-K/A1.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
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<PAGE>
Attachment to Exhibit 16-1
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
Mr. Jeffrey Vorisek, a Certified Public Accountant, has been engaged as
the principal accountant to audit the Partnership's financial statements
for the fiscal year ended December 31, 1995. Coopers & Lybrand L.L.P.
("Coopers") audited the Partnership's financial statements for the fiscal year
ended December 31, 1994.
(i) Coopers did not resign or decline to stand for reappointment. CCIM
engaged the services of Mr. Vorisek on January 29, 1996 rather than Coopers as a
cost-effectiveness measure.
(ii) The report of Coopers on the financial statements for the fiscal
years ended December 31, 1994 and 1993 did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The decision to change accountants was made by the Managing
Directors on behalf of CCIM, the General Partner at the time. Under Section 8 of
the Partnership Agreement, the General Partner generally has exclusive authority
to conduct and manage the business of the Partnership.
(iv) CCIM is not aware of any disagreements with Coopers during the fiscal
years ended December 31, 1995 and 1994 on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreement or disagreements, if not resolved to the satisfaction of
Coopers, would have caused Coopers to make reference to the subject matter of
the disagreement or disagreements in connection with its report on the
Partnership's financial statements.
(v) Not applicable.
