ANGELES INCOME PROPERTIES LTD II
10QSB, 1995-08-11
REAL ESTATE
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<PAGE>

             FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                          Quarterly or Transitional Report

                     (As last amended by 34-32231, eff. 6/3/93.)

                       U.S. Securities and Exchange Commission
                               Washington, D.C.  20549


                                     Form 10-QSB

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE ACT OF 1934


                    For the quarterly period ended June 30, 1995


      [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
            SECURITIES EXCHANGE ACT

                    For the transition period.........to.........

                           Commission file number 0-11767


                         ANGELES INCOME PROPERTIES, LTD. II
          (Exact name of small business issuer as specified in its charter)


               California                                      95-3793526
      (State or other jurisdiction of                         (IRS Employer
      incorporation or organization)                       Identification No.)

      One Insignia Financial Plaza, P.O. Box 1089
         Greenville, South Carolina                               29602
      (Address of principal executive offices)                  (Zip Code)


                      Issuer's telephone number (803) 239-1000



      Check whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 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



<PAGE>

                        PART I - FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

      a)                 ANGELES INCOME PROPERTIES, LTD. II

                                    BALANCE SHEET
                                     (Unaudited)

                                    June 30, 1995
<TABLE>
<CAPTION>

       <S>                                                <C>            <C>
       Assets
            Cash:

                  Unrestricted                                           $ 1,452,355

                  Restricted--tenant security deposits                       251,712
            Accounts receivable (net of allowance for
                  doubtful accounts of $29,663)                               17,279

            Escrows for taxes                                                235,292

            Restricted escrows                                               384,093

            Other assets                                                     507,106
            Investment in joint venture                                       50,722

            Investment properties:

                  Land                                    $  2,197,403

                  Buildings and related personal
                        property                            32,058,901
                                                            34,256,304

                  Less accumulated depreciation            (20,416,875)   13,839,429

                                                                         $16,737,988

            Liabilities and Partners' Deficit

            Liabilities

                  Accounts payable                                       $    82,495

                  Tenant security deposits                                   253,957

                  Accrued taxes                                              134,902
                  Other liabilities                                          288,564

                  Mortgage notes payable                                  16,852,959


            Partners' Deficit
                  General partner                         $   (447,058)

                  Limited partners (99,852 units
                        issued and outstanding)               (427,831)     (874,889)
                                                                         $16,737,988
      </TABLE>
                   See Accompanying Notes to Financial Statements

                                          1

<PAGE>


      b)                 ANGELES INCOME PROPERTIES, LTD. II

                               STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>

                                         Three Months Ended           Six Months Ended
                                               June 30,                   June 30,
       <S>                            <C>          <C>            <C>          <C>
                                         1995         1994            1995        1994

       Revenues:
            Rental income             $1,552,245     $1,814,979    $3,454,447   $ 3,681,270

            Other income                  73,037        101,443       142,694       192,390

                  Total revenue        1,625,282      1,916,422     3,597,141     3,873,660
       Expenses:

            Operating                    391,812        547,070       896,047     1,083,125

            Administrative                94,203        175,054       173,692       327,052

            Property management
             fees                         76,119         90,506       167,845       176,750
            Maintenance                  215,026        244,705       355,951       541,996

            Depreciation                 423,535        587,757       995,300     1,170,128

            Amortization                   4,921         18,763        16,910        35,751

            Interest                     402,080        592,225       979,753     1,212,312
            Property taxes               154,222        161,378       279,363       295,364

            Tenant reimbursements        (10,791)       (23,152)      (20,963)      (27,838)

                  Total expenses       1,751,127      2,394,306     3,843,898     4,814,640

       Equity in loss of joint
            venture                        2,286         18,612       (16,505)        2,593
       Gain on foreclosure                13,777             --     1,950,057            --

       Loss on disposal of property         (502)            --       (40,328)       (9,168)

            Net income (loss)         $ (110,284)    $ (459,272)   $1,646,467   $  (947,555)

       Net loss allocated to
            general partners (1%)     $   (1,103)    $   (4,593)   $   16,465   $    (9,476)
       Net loss allocated to
            limited partners (99%)      (109,181)      (454,679)    1,630,002      (938,079)

            Net loss                  $ (110,284)    $ (459,272)   $1,646,467   $  (947,555)

       Net loss per limited
            partnership unit          $    (1.09)    $    (4.55)   $    16.32   $     (9.38)
            </TABLE>

                   See Accompanying Notes to Financial Statements

                                          2

<PAGE>


      c)                 ANGELES INCOME PROPERTIES, LTD, II

                      STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                    (Unaudited)


<TABLE>
<CAPTION>


                                         Limited
                                       Partnership   General        Limited
                                          Units      Partners      Partners          Total
       <S>                            <C>           <C>          <C>             <C>


       Original capital
         contributions                   100,000    $   1,000    $ 50,000,000     $50,001,000

       Partners' deficit at
         December 31, 1994                99,852    $(463,523)   $ (2,057,833)    $(2,521,356)

       Net income for the six
         months ended June 30, 1995          --        16,465       1,630,002       1,646,467

       Partners' deficit at
         June 30, 1995                    99,852    $(447,058)   $   (427,831)    $  (874,889)
      </TABLE>

             See Accompanying Notes to Consolidated Financial Statements

                                          3

<PAGE>


      d)                 ANGELES INCOME PROPERTIES, LTD. II

                               STATEMENT OF CASH FLOWS
                                     (Unaudited)


<TABLE>
<CAPTION>

                                                             Six Months Ended
                                                                  June 30,
       <S>                                               <C>            <C>
                                                              1995          1994

       Cash flows from operating activities:
          Net income (loss)                               $ 1,646,467   $ (947,555)

          Adjustments to reconcile net income (loss)
             to net cash provided by operating
             activities:

             Depreciation                                     995,300     1,170,128
             Amortization of discounts, loan costs and
              lease commissions                                71,001       92,007

             Equity in (loss) income of joint venture          16,505       (2,593)

             Gain on foreclosure of investment property    (1,950,057)          --

             Loss on disposal of asset                         40,328        9,168
          Change in accounts:

             Restricted cash                                    4,601      (10,199)

             Accounts receivable                                  (58)      30,893

             Escrows for taxes                                (99,368)     (88,339)
             Other assets                                      20,317      (34,581)

             Accounts payable                                (140,437)     (18,799)

             Tenant security deposit liabilities               10,216        8,533

             Accrued taxes                                     51,416       60,763
             Other liabilities                                141,153       47,267

                  Net cash provided by
                      operating activities                    807,384      316,693

       Cash flows from investing activities:

          Property improvements and replacements             (290,107)    (316,735)
          Insurance proceeds                                   18,550           --

          Deposits to restricted escrows                      (48,946)     (23,870)

          Receipts from restricted escrows                     30,245       96,634

                  Net cash used in
                      investing activities                   (290,258)    (243,971)
      </TABLE>

                   See Accompanying Notes to Financial Statements

                                          4

<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. II

                        STATEMENTS OF CASH FLOWS (Continued)
                                     (Unaudited)


<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                    June 30,
       <S>                                               <C>           <C>
                                                             1995           1994

       Cash flows from financing activities:
          Payments on mortgage notes payable             $  (128,220)    $ (154,478)

       Net increase (decrease) in cash balance               388,906        (81,756)

       Cash at beginning of period                         1,063,449        845,033
       Cash at end of period                             $ 1,452,355     $  763,277

       Supplemental disclosure of cash
          flow information:

          Cash paid for interest                         $   751,975     $1,135,193
      </TABLE>


                   See Accompanying Notes to Financial Statements

                                         5

<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. II

                   SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
                                     (Unaudited)

      Foreclosures

         On March 20, 1995, the Partnership negotiated a Deed in Lieu of
      Foreclosure for Executive Plaza Office Park, located in Huntsville,
      Alabama.  The property was lost to the wrap note holder.  The Managing
      General Partner believes that the Deed in Lieu of Foreclosure was in the
      best interest of the Partnership.

         In connection with the foreclosure of Executive Plaza Office Park on
      March 20, 1995, the following accounts were adjusted by the following
      non-cash amounts:

<TABLE>
<CAPTION>

                   <S>                                  <C>
                   Accounts receivable                     $   (101,035)
                   Investment properties                     (4,481,841)

                   Other assets                                 (88,775)

                   Taxes                                        144,629
                   Tenant security deposits                      39,919

                   Mortgage                                   5,987,086

                   Other liabilities                            509,904
      </TABLE>



                                         6

<PAGE>


      e)                 ANGELES INCOME PROPERTIES, LTD. II

                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)

      Note A - Basis of Presentation

                The accompanying unaudited financial statements have been
      prepared in accordance with generally accepted accounting principles for
      interim financial information and with the instructions to Form 10-QSB
      and Item 310(b) of Regulation S-B.  Accordingly, they do not include all
      of the information and footnotes required by generally accepted
      accounting principles for complete financial statements.  In the opinion
      of the Managing General Partner, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have
      been included.  Operating results for the six month period ended June
      30, 1995, are not necessarily indicative of the results that may be
      expected for the fiscal year ending December 31, 1995.  For further
      information, refer to the financial statements and footnotes thereto
      included in the Partnership's annual report on Form 10-KSB for the
      fiscal year ended December 31, 1994.

                Certain reclassifications have been made to the 1994
      information to conform to the 1995 presentation.

      Note B - Transactions with Affiliated Parties

                The Partnership has no employees and is dependent on the
      Managing General Partner and its affiliates for the management and
      administration of all partnership activities.  The Partnership Agreement
      provides for payments to affiliates for services and as reimbursement of
      certain expenses incurred by affiliates on behalf of the Partnership.
      The following amounts were paid or accrued to the Managing General
      Partner and affiliates for the six months ended June 30, 1995 and 1994:

<TABLE>
<CAPTION>

                                                      1995        1994
       <S>                                           <C>        <C>

              Property management fees               $167,845    $176,750

              Marketing services                        4,613         919
              Reimbursement for services of
              affiliates                              134,685     267,936

      </TABLE>

         The Partnership insures its properties under a master policy through
      an agency and insurer unaffiliated with the Managing General Partner.
      An affiliate of the Managing General Partner acquired, in the
      acquisition of a business, certain financial obligations from an
      insurance agency which was later acquired by the agent who placed the
      current year's master policy.  The current agent assumed the financial
      obligations to the affiliate of the Managing General Partner, who
      receives payments on these obligations from the agent.  The amount of
      the Partnership's insurance premiums accruing to the benefit of the
      affiliate of the Managing General Partner by virtue of the agent's
      obligations is not significant.

                                      7

<PAGE>



      Note B - Transactions with Affiliated Parties - (continued)

               Angeles Mortgage Investment Trust, ("AMIT"), a lending trust
      sponsored by an affiliate of the Managing General Partner, has provided
      financing to the Joint Venture secured by it's investment property in
      the amount of $1,320,419 (see Part II, Item 1. Legal Proceedings).  This
      debt was in default at June 30, 1995 and remains in default at present.

               MAE GP Corporation ("MAE GP"), an affiliate of the General
      Partner, owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option
      to convert these Class B Shares, in whole or in part, into Class A
      Shares on the basis of 1 Class A Share for every 49 Class B Shares.
      These Class B Shares entitle MAE GP to receive 1% of the distributions
      of net cash distributed by AMIT.  The Class B Shares also entitle MAE GP
      to vote on the same basis as Class A Shares which allows MAE GP to vote
      approximately 33% of the total shares (unless and until converted to
      Class A Shares at which time the percentage of the vote controlled
      represented by the Shares held by MAE GP would approximate 1% of the
      vote).  Between the date of acquisition of these shares (November 24,
      1992) and March 31, 1995, MAE GP declined to vote these shares.  Since
      that date, MAE GP voted its shares at the 1995 annual meeting in
      connection with the election of trustees and other matters.  MAE GP has
      not exerted, and continues to decline to exert, any management control
      over or participate in the management of AMIT. However, MAE GP may
      choose to vote these shares as it deems appropriate in the future.

               As part of a settlement of certain disputes with AMIT, MAE GP
      granted to AMIT an option to acquire the Class B Shares.  This option
      can be exercised at the end of 10 years or when all loans made by AMIT
      to partnerships affiliated with MAE GP as of November 9, 1994, (which is
      the date of execution of a definitive Settlement Agreement) have been
      paid in full, but in no event prior to November 9, 1997.  AMIT delivered
      to MAE GP cash in the sum of $250,000 at closing, which occurred April
      14, 1995, as payment for the option.  Upon exercise of the option, AMIT
      would remit to MAE GP an additional $94,000.

               Simultaneously with the execution of the option, MAE GP
      executed an irrevocable proxy in favor of AMIT, the result of which is
      MAE GP will be able to vote the Class B Shares on all matters except
      those involving transactions between AMIT and MAE GP affiliated
      borrowers or the election of any MAE GP affiliate as an officer or
      trustee of AMIT.  On those matters, MAE GP granted to the AMIT trustees,
      in their capacity as trustees of AMIT, proxies with regard to the Class
      B Shares instructing such trustees to vote said Class B Shares in
      accordance with the vote of the majority of the Class A Shares voting to
      be determined without consideration of the votes of "Excess Class A
      Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT.

      Note C - Investment in Joint Venture

            The Partnership owns a 14.4% interest in Princeton Meadows Golf
      Course Joint Venture ("Joint Venture").  The Partnership accounts for
      the Joint Venture on the equity method.



                                         8

<PAGE>



      Note C - Investment in Joint Venture - (continued)

            Condensed balance sheet information of the Joint Venture at June
      30, 1995, is as follows:


              Assets

              Cash                                              $  215,177
              Deferred charges and other assets                    136,312

              Investment properties, net                         1,903,381

                  Total                                         $2,254,870

              Liabilities and Partners' Capital
              Notes payable to AMIT, in default                 $1,320,419

              Other liabilities                                    585,478

              Partners' capital                                    348,973

                                                                $2,254,870

         The condensed statements of operations of the Joint Venture are
      summarized as follows:

<TABLE>
<CAPTION>

                                       Three Months Ended          Six Months Ended
                                             June 30,                   June 30,
                                       1995          1994         1995         1994
       <S>                          <C>              <C>          <C>          <C>

       Revenue                      $ 379,075      $ 441,581   $ 483,728      $ 545,935

       Costs and expenses            (363,196)      (312,331)   (598,344)      (527,927)

          Net (loss) income         $  15,879      $ 129,250   $(114,616)     $  18,008
       </TABLE>

         The Princeton Meadows Golf Course property had an underground fuel
      storage tank that was removed in 1992.  This fuel storage tank caused
      contamination to the area. Reports were filed with the proper
      authorities, however, no directives have been given as to corrective
      action.  The Managing General Partner can not define the extent of the
      contamination without further testing. Based on discussions with
      environmental engineers, this is a low priority site with the New Jersey
      Department of Environmental Protection and any remediation costs are
      expected to be immaterial. The Joint Venture is currently under
      negotiations to sell the Princeton Meadows Golf Course.


                                         9
<PAGE>

      Note D - Gain on Foreclosure of Investment Property

            On March 20, 1995, the Partnership negotiated a Deed in Lieu of
      Foreclosure for Executive Plaza Office Park located in Huntsville,
      Alabama and as a result, the property was transferred to the wrap note
      holder.  The Managing General Partner believes the Deed In Lieu of
      Foreclosure was in the best interest of the Partnership.  The
      Partnership realized a gain of $1,950,057 on this transaction.

                                   10

<PAGE>


      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      Results of Operations

            The Partnership's investment properties consist of three apartment
      complexes and one commercial property.  The following table sets forth
      the average occupancy of the properties for the quarters ended June 30,
      1995, and June 30, 1994:


                                                              Average
                                                             Occupancy

       Property                                          1995        1994

       Atlanta Crossing Shopping Center
          Montgomery, Alabama                            89%          83%
       Deer Creek Apartments
          Plainsboro, New Jersey                         95%          92%

       Georgetown Apartments
          South Bend, Indiana                            98%          99%

       Landmark Apartments
          Raleigh, North Carolina                        96%          94%


         The Partnership's net income for the six months ended June 30, 1995,
      was $1,646,467 versus a net loss of $947,555 for the six months ended
      June 30, 1994.  The Partnership generated a net loss for the three
      months ended June 30, 1995, of $110,284 as compared to a net loss of
      $459,272 for the same period in 1994.  The increase in net income for
      the six month period ended June 30, 1995, is due primarily to the gain
      on foreclosure of Executive Plaza Office Park, on March 20, 1995, (see
      discussion below).

         Total revenues decreased for the three and six month periods ended
      June 30, 1995, as compared to the three and six month periods ended June
      30, 1994, due to the lost rents related to the foreclosure of Executive
      Plaza.  This decrease in rents was partially offset by increases in
      rental revenue from Deer Creek and Landmark Apartments due to increases
      in occupancy.  Landmark Apartments also increased rental rates in 1995.
      Overall expenses decreased for the three and six month periods ended
      June 30, 1994, due primarily to the foreclosure of Executive Plaza.  The
      decrease in operating expense can also be attributed to reduced land
      lease expense at Atlanta Crossing and decreased salaries and utilities
      at Deer Creek Apartments.  Maintenance expense decreased due to reduced
      snow removal as a result of milder weather conditions at the Deer Creek
      apartments and lower trash removal costs at Landmark Apartments.
      Administrative expenses decreased due to a decrease in reimbursements
      for partnership administration costs.

         The Partnership has a 14.4% investment in the Princeton Meadows Golf
      Course Joint Venture.  For the three and six months ended June 30, 1995,
      the Partnership realized equity in income and equity in loss of the
      Joint Venture of $2,286 and $16,505 respectively, as compared to an
      equity in income of the Joint Venture of $18,612 and $2,593 for the
      three and six months ended June 30, 1994, respectively.  (See Note C -
      Investment in Joint Venture).  The loss for the six months ended June
      30, 1995, can be  attributed to bad debt expense recorded during the
      year due to reserving uncollectible receivables.  In addition, the Joint
      Venture has experienced a decrease in association dues from 1994 to
      1995.

                                         11

<PAGE>


         For the six month period ended June 30, 1995, the Partnership
      recognized a loss on disposal of property of $40,328.  This loss is made
      up of the write off of the net book value of roofs replaced at
      Georgetown Apartments in the amount of $47,715 and a gain of $7,388 on
      Deer Creek for a unit destroyed by fire damage which was covered by
      insurance.  During the six months ended June 30, 1994, the Partnership
      realized a loss on disposal of assets of $9,168 due to the write off of
      the net book value of roofs for a section of Atlanta Crossing that was
      re-roofed.

         On March 20, 1995, the Partnership negotiated a Deed in Lieu of
      Foreclosure for Executive Plaza Office Park located in Huntsville,
      Alabama and as a result the property was transferred to the wrap note
      holder.  The Managing General Partner believes the Deed In Lieu of 
      Foreclosure was in the best interest of the Partnership. The 
      Partnership realized a gain of $1,950,057 on this transaction for 
      the six months ended June 30, 1995.

         As part of the ongoing business plan of the Partnership, the Managing
      General Partner monitors the rental market environment of each of its
      investment properties to assess the feasibility of increasing rents,
      maintaining or increasing occupancy levels and protecting the
      Partnership from increases in expense.  As part of this plan, the
      Managing General Partner attempts to protect the Partnership from the
      burden of inflation-related increases in expenses by increasing rents
      and maintaining a high overall occupancy level.  However, due to
      changing market conditions, which can result in the use of rental
      concessions and rental reductions to offset softening market conditions,
      there is no guarantee that the Managing General Partner will be able to
      sustain such a plan.

         At June 30, 1995, the Partnership had unrestricted cash of $1,452,355
      compared to $763,277 at June 30, 1994.  Net cash provided by operating
      activities increased primarily as a result of the increase in net income
      for the period ended June 30, 1995, as compared to June 30, 1994, and
      the increase in other liabilities.   Net cash used in investing
      activities increased as a result of increased deposits to restricted
      escrows and decreased receipts from restricted escrows. Net cash used in
      financing activities decreased due to decreased principal payments on
      long-term debt primarily related to the foreclosure of Executive Plaza.

         The sufficiency of existing liquid assets to meet future liquidity
      and capital expenditure requirements is directly related to the level of
      capital expenditures required at the property to adequately maintain the
      physical assets and other operating needs of the Partnership.  Such
      assets are currently thought to be sufficient for any near-term needs of
      the Partnership.  Future cash distributions will depend on the levels of
      net cash generated from operations, refinancings, property sales and the
      availability of cash reserves.


                                         12

<PAGE>

                             PART II - OTHER INFORMATION


      ITEM 1.  LEGAL PROCEEDINGS

            AMIT made a loan to the Joint Venture on a non-recourse basis in
      September 1991, in the amount of $1,280,000 secured by the Joint
      Venture's real property known as Princeton Meadows Golf Course.  Due to
      default interest and late fees that are delinquent and have been added
      to the principal balance, the current balance of this indebtedness is
      $1,320,419.  AMIT now asserts that the loan is recourse by virtue of a
      certain amendment purportedly entered into as of November 1, 1992, but
      which the Partnership and the Joint Venture have been informed and
      believe were actually executed in December of 1992.  The Partnership and
      the Joint Venture have been further informed and believe that the
      amendment may have been executed at the direction of Angeles Corporation
      ("Angeles") by an individual in his purported capacity as an officer of
      the Managing General Partner of the Partnership and the Joint Venture at
      a time when such person was not in fact an officer of such entities.  In
      the event AMIT prevails in its assertion that the loan is recourse,
      rather than a non-recourse loan, the Partnership and the Joint Venture
      may have a claim against Angeles for any damages caused by Angeles'
      conduct in purporting to enter into the amendment.  Accordingly, the
      Partnership and the Joint Venture have filed Proofs of Claim in the
      Angeles bankruptcy proceeding with respect to such purported amendment.
      Additionally, the Partnership filed a Proof of Claim in the Angeles
      Funding Corporation and Angeles Real Estate Corporation bankruptcy
      proceedings on similar grounds.  Both Angeles Funding Corporation and
      Angeles Real Estate Corporation are affiliates of Angeles.  While a plan
      of reorganization in the Angeles bankruptcy case was confirmed in March
      1995, Angeles reserved the right to object to certain claims.  Angeles
      has in fact indicated that it will object to the above described claim.
      The pursuit of this claim would be expensive and the outcome uncertain.
      In considering all of its options, the Partnership decided that the
      costs of pursuing this claim are not warranted in light of all of the
      relevant facts and circumstances.  The Partnership has been in and
      continues to have discussions with AMIT regarding resolution of this
      issue.  No agreement has been reached with AMIT at this time.

            MAE GP Corporation ("MAE GP"), an affiliate of the General
      Partner, owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option
      to convert these Class B Shares, in whole or in part, into Class A
      Shares on the basis of 1 Class A Share for every 49 Class B Shares.
      These Class B Shares entitle MAE GP to receive 1% of the distributions
      of net cash distributed by AMIT.  The Class B Shares also entitle MAE GP
      to vote on the same basis as Class A Shares which allows MAE GP to vote
      approximately 33% of the total shares (unless and until converted to
      Class A Shares at which time the percentage of the vote controlled
      represented by the shares held by MAE GP would approximate 1% of the
      vote).  Between the date of acquisition of these shares (November 24,
      1992) and March 31, 1995, MAE GP has declined to vote these shares.
      Since that date, MAE GP voted its shares at the 1995 annual meeting in
      connection with the election of trustees and other matters.  MAE GP has
      not exerted, and continues to decline to exert, any management control
      over or participate in the management of AMIT. However, MAE GP may
      choose to vote these shares as it deems appropriate in the future.

                                         13

<PAGE>

            As part of a settlement of certain disputes with AMIT, MAE GP
      granted to AMIT an option to acquire the Class B Shares.  This option
      can be exercised at the end of 10 years or when all loans made by AMIT
      to partnerships affiliated with MAE GP as of November 9, 1994, (which is
      the date of execution of a definitive Settlement Agreement) have been
      paid in full, but in no event prior to November 9, 1997.  AMIT delivered
      to MAE GP cash in the sum of $250,000 at closing, which occurred April
      14, 1995, as payment for the option.  Upon exercise of the option, AMIT
      would remit to MAE GP an additional $94,000.

            Simultaneously with the execution of the option, MAE GP executed
      an irrevocable proxy in favor of AMIT the result of which is MAE GP will
      be able to vote the Class B Shares on all matters except those involving
      transactions between AMIT and MAE GP affiliated borrowers or the
      election of any MAE GP affiliate as an officer or trustee of AMIT.  On
      those matters, MAE GP granted to the AMIT trustees, in their capacity as
      trustees of AMIT, proxies with regard to the Class B Shares instructing
      such trustees to vote said Class B Shares in accordance with the vote of
      the majority of the Class A Shares voting to be determined without
      consideration of the votes of "Excess Class A Shares" as defined in
      Section 6.13 of the Declaration of Trust of AMIT.

            Also, Angeles, either directly or through an affiliate, maintained
      a central disbursement account (the "Account") for the properties and
      partnerships managed by Angeles and its affiliates, including the
      Registrant.  Angeles caused the Partnership to make deposits to the
      Account ostensibly to fund the payment of certain obligations of the
      Partnership.  Angeles further caused checks on such Account to be
      written to or on behalf of certain other partnerships.  At least $63,412
      deposited by or on behalf of the Partnership was used for purposes other
      than satisfying the liabilities of the Partnership.  Accordingly, the
      Partnership has filed a Proof of Claim in the Angeles bankruptcy
      proceedings for such amount.  However, subsequently the Managing General
      Partner of the Partnership has determined that the cost involved to
      pursue such claim would likely exceed any amount received, if in fact
      such claim were to be resolved in favor of the Partnership.  Therefore,
      the Partnership anticipates that it will not pursue its Proof of Claim.

            Except as mentioned above, the Partnership is not involved in any
      legal proceedings other than those arising in the normal course of
      business.  The Managing General Partner believes that any losses
      experienced as a result of such proceedings will not have a material
      adverse effect upon the Partnership's operations.


      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

              a)  Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit
                  to this report.







              b)  Reports on Form 8-K:

                  None.

                                         14

<PAGE>

                                     SIGNATURES


            In accordance with the requirements of the Exchange Act, the
      registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.



                           ANGELES INCOME PROPERTIES, LTD. II

                           By:   Angeles Realty Corporation II
                                 Managing General Partner



                           By:
                                 Carroll D. Vinson
                                 President




                           By:
                                 Robert D. Long, Jr.
                                 Controller and Principal Accounting Officer




                           Date: August 10, 1995

                                       15
<PAGE>


                                     SIGNATURES


            In accordance with the requirements of the Exchange Act, the
      registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.



                           ANGELES INCOME PROPERTIES, LTD. II


                           By:   Angeles Realty Corporation II
                                 Managing General Partner



                           By:   /s/Carroll D. Vinson
                                 Carroll D. Vinson
                                 President



                           By:   /s/Robert D. Long, Jr.
                                 Robert D. Long, Jr.
                                 Controller and Principal Accounting Officer


                           Date: August 10, 1995



                                         15


<TABLE> <S> <C>


      <ARTICLE> 5
      <LEGEND>
      This schedule contains summary financial information extracted from
      Angeles Income Properties, Ltd. II's 1995 second quarter 10-QSB and is
      qualified in its entirety by reference to such 10-QSB filing.
      </LEGEND>
      <MULTIPLIER> 1
             
      <S>                             <C>
      <PERIOD-TYPE>                   6-MOS
      <FISCAL-YEAR-END>                                 DEC-31-1995
      <PERIOD-END>                     JUN-30-1995
      <CASH>                             1,452,355
      <SECURITIES>                               0
      <RECEIVABLES>                         46,942
      <ALLOWANCES>                         (29,663)
      <INVENTORY>                                0       
      <CURRENT-ASSETS>                   1,469,634
      <PP&E>                            34,256,304
      <DEPRECIATION>                   (20,416,875)
      <TOTAL-ASSETS>                    16,737,988
      <CURRENT-LIABILITIES>                471,354
      <BONDS>                           16,852,959    
      <COMMON>                                   0
                            0    
                                      0
      <OTHER-SE>                          (874,889)
      <TOTAL-LIABILITY-AND-EQUITY>      16,737,988
      <SALES>                                    0  
      <TOTAL-REVENUES>                   3,597,141
      <CGS>                                      0        
      <TOTAL-COSTS>                              0
      <OTHER-EXPENSES>                   3,843,898
      <LOSS-PROVISION>                           0
      <INTEREST-EXPENSE>                   979,753
      <INCOME-PRETAX>                    1,646,467
      <INCOME-TAX>                               0
      <INCOME-CONTINUING>                1,646,467
      <DISCONTINUED>                             0
      <EXTRAORDINARY>                            0  
      <CHANGES>                                  0
      <NET-INCOME>                       1,646,467
      <EPS-PRIMARY>                              0
      <EPS-DILUTED>                              0
              <PAGE>


</TABLE>


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