SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
------------------------------------------------------------------------------
(NAME OF ISSUER)
UNITS OF LIMITED PARTNERSHIP INTEREST
------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
755912300
------------------------------------------------------------------------------
(CUSIP NUMBER)
J. M. JAYSON & COMPANY, INC.
2350 NORTH FOREST ROAD
GETZVILLE, NY 14068
(716) 636-9090
------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 21, 2000 (EFFECTIVE JULY 1, 2000)
------------------------------------------------------------------------------
(DATE OF EVENT, WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
<PAGE>
CUSIP No. 755912300
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.M. JAYSON & COMPANY, INC. (16-0953999)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
N/A
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 539.5 units of limited partnership interest (5.4%)**
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 units of limited partnership
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
539.5 units of limited partnership interest (5.4%)**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0 units of limited partnership
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539.5 units of limited partnership interest (5.4%)**
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**JOSEPH M. JAYSON IS THE BENEFICIAL OWNER OF J. M. JAYSON & COMPANY, INC.
1
<PAGE>
This Schedule 13D is being filed on behalf of J. M. Jayson & Company,
Inc., a New York corporation with respect to the purchase of Units of Limited
Partnership Interest ("Units"), of Realmark Property Investors Limited
Partnership II, a Delaware limited partnership. ("RPILP II").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the RPILP II Units. The principal offices
of RPILP II are located at 2350 North Forest Road, Suite 12A, Getzville, New
York 14068.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by J. M. Jayson & Company, Inc.("JMJ"). Also
listed herein is the beneficial owner of JMJ, Mr. Joseph M. Jayson
("Jayson"), sole shareholder, director, and executive officer of JMJ.
(b) The business address of JMJ and Jayson is 2350 North Forest Road,
Suite 12A, Getzville, NY 14068.
(c) The present principal business of JMJ is investing in real estate
related transactions, including owning and operating real estate.
Jayson's principal occupation is operating JMJ and other real estate
companies as their chief executive officer and he is also involved in
investments in oil and gas development.
(d) During the past five years, neither JMJ nor Jayson has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither JMJ nor Jayson was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Jayson is a citizen of the United States of America and a New York
resident. JMJ was organized under the laws of the state of New York
and is in good standing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for all of the transactions is current working
capital of JMJ.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of this transaction is solely for the investment value
associated with the Units.
<PAGE>
Neither JMJ nor Jayson have any plans or proposals that relate to or
would result in any changes in RPILP II.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 1, 2000, the effective date for the transfer of Units, JMJ
is the registered holder of 528.5 Units, which is 5.3% of the total
Units in RPILP II. Jayson holds 4 Units in an IRA personally, and his
wife, Judith P. Jayson holds 4 Units in her IRA account. In addition,
Jayson holds 3 Units with his brother in a separate account.
(b) Jayson may be deemed to own beneficially all limited partnership
Units owned by JMJ by virtue of his ownership of 100% of the
outstanding voting shares of JMJ.
Jayson has the sole power to vote or dispose of 528.5 Units (5.3%)
owned by JMJ. Jayson also has the sole power to vote or dispose of 4
of the remaining Units. With respect to the 3 Units held with his
brother, he shares the voting and disposition powers. Mr. Jayson
disclaims the right to vote or dispose of the balance of the Units,
which are the 4 Units owned by Mrs. Jayson.
(c) Other than described below, there have not been any transactions with
respect to RPILP II's Units within 60 days prior to the date of this
Schedule 13D by any of the Reporting Persons referred to herein or at
any other time thereafter.
The transaction that has resulted in the filing of this Schedule 13D
is a purchase of 90 Limited Partnership Units at $200.00 per Unit, in
a private sale from a Limited Partner who wishes to sell all of their
interest in RPILP II. The assignment was executed on June 20, 2000
and becomes effective on July 1, 2000.
(d) No other person is known to have the right to receive, or the power
to direct the receipt of, dividends from or the proceeds from the
sale of such Units.
(e) Not applicable
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As of the date hereof, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among JMJ and Jayson or
between JMJ, Jayson, and any other person with respect to any Units of RPILP II,
except as disclosed above.
<PAGE>
SIGNATURE
After reasonable 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.
JUNE 21, 2000
/s/Joseph M. Jayson
---------------------------------------
Mr. Joseph M. Jayson
J. M. Jayson & Company, Inc.
By: /s/Joseph M. Jayson
-----------------------------------
Name: Joseph M. Jayson
Title: President and Director
