U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20649
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
- ---------------------------------------------------------------------
1. Name and address of issuer:
Nicholas II, Inc.
700 North Water Street, Suite 1010
Milwaukee, WI 53202
- ---------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is
filed:
Common Stock, $.01 par value
- ---------------------------------------------------------------------
3. Investment Company Act File Number:
Securities Act File Number: 2-85030
- ---------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
- ---------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
( )
- ---------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
- ---------------------------------------------------------------------
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
- ---------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 0
- ---------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the
fiscal year:
1,894,642 shares, $60,059,790
- ---------------------------------------------------------------------
<PAGE>
- ---------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
1,894,642 shares, $60,059,790
- ---------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction 8.7):
1,967,328 shares, $55,675,398
- ---------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 60,059,790
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 55,675,398
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 102,441,821
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
Rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): 13,293,367
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
instruction C.6): x 1/3300
(vii) Fee due (line (i) or line (v) multiplied
by line (vi): $4,028.29
============
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
- ---------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a)
(X)
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: September 25, 1996
- ---------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
-------------------------------------
Jeffrey T. May, Vice President
-------------------------------------
Date September 25, 1996
---------------------
*Please print the name and title of the signing officer
below the signature.
<letterhead>
November 20, 1996
The Board of Directors
Nicholas II, Inc.
700 North Water Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel to Nicholas II, Inc. ("Fund"), a Maryland
corporation registered as an open-end investment management company under
Section 8 of the Investment Company Act of 1940, as amended ("Investment
Company Act"), in connection with the preparation and filing of (i) a
registration statement on Form N-1A and amendments thereto ("Registration
Statement"), relating to the registration of the common stock of the Fund,
par value $0.01 per share ("Shares"), under the Securities Act of 1933, as
amended ("Securities Act"), (ii) a declaration relating to the election of
the Fund to register an indefinite number of Shares under the Securities Act,
pursuant to Section 24 of the Investment Company Act and Rule 24f-2 promulgated
thereunder ("Rule 24f-2"), and (iii) a notice relating to those Shares sold by
the Fund during its fiscal year ended September 30, 1996, making definite in
number the registration of such Shares under the Securities Act and the
Investment Company Act, pursuant to paragraph (b) of Rule 24f-2 ("Rule 24f-2
Notice").
We have reviewed the Articles of Incorporation and Bylaws of the Fund,
the Registration Statement and the Rule 24f-2 Notice; we have also reviewed
such corporate records and other documents and have made such examinations
of law as we considered relevant.
<PAGE>
The Board of Directors
Nicholas II, Inc.
November 20, 1996
Page Two
Based upon the foregoing, we are of the opinion that the Shares sold
by the Fund during its fiscal year ended September 30, 1996, the registration
of which under the Securities Act will be made definite in number upon filing
of the Rule 24f-2 Notice with the Securities and Exchange Commission, were
duly authorized, legally issued, fully paid and non-assessable.
We consent to the use of this opinion in connection with the Rule
24f-2 Notice, including the filing hereof with the Securities and Exchange
Commission and the securities administrators of the various states.
Very truly yours,
MICHAEL BEST & FRIEDRICH
/s/ David E. Leichtfuss
David E. Leichtfuss
DEL/ljg
