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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): August 11, 1997
Commission file number: 0-14437
PRUDENTIAL REALTY ACQUISITION FUND II, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3236335
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
One Seaport Plaza, New York, New York 10292-0128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
N/A
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Former name, former address and former fiscal year, if changed since last
report.
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Item 5. Other Events.
Prudential Realty Partnerships, Inc. and Prudential-Bache Properties, Inc.,
as general partners of Prudential Realty Acquisition Fund II, L.P. (the
'Partnership'), have completed the liquidation of the Partnership's remaining
assets. On August 11, 1997, the Partnership made final liquidating distributions
to the limited partners ranging from $10.58 per Unit to $46.35 per Unit,
representing the remaining cash of the Partnership following the payment of its
remaining liabilities. The amount of the final liquidating distribution to each
limited partner was dependent upon the tax status of the limited partner and the
date the limited partner was admitted to the Partnership. As the distribution of
these amounts to the limited partners of the Partnership represented the final
step in the liquidation of the Partnership, the general partners terminated the
Partnership effective August 11, 1997.
Item 7. Financial Statements and Exhibits.
(c)(1) Letter to Limited Partners of Prudential Realty Acquisition Fund II,
L.P.
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SIGNATURES
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 thereunto duly authorized.
Prudential Realty Acquisition Fund II, L.P.
a Delaware Limited Partnership
(Registrant)
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By: Prudential Realty Partnerships, Inc.
General Partner
By: /s/ Kevin R. Smith Date: August 11, 1997
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Kevin R. Smith
Vice President
By: Prudential-Bache Properties, Inc.
General Partner
By: /s/ Eugene D. Burak Date: August 11, 1997
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Eugene D. Burak
Vice President
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Prudential Realty Acquisition Fund II, L.P.
August 1997
To our Limited Partners:
As you know, the Limited Partners of Prudential Realty Acquisition Fund II,
L.P. (the 'Partnership') previously approved a plan of sale and liquidation,
pursuant to the Consent Solicitation Statement dated January 26, 1996, providing
for the sale of the Partnership's assets, the liquidation of its liabilities and
the distribution of its remaining funds in accordance with the Partnership
Agreement.
The General Partners distributed substantially all of the Partnership's
assets to the Limited Partners in 1996 primarily consisting of net proceeds from
the sales of the Partnership's assets. On August 11, 1997, the Partnership made
final liquidating distributions to the Limited Partners in amounts ranging from
$10.58 per Unit to $46.35 per Unit, representing the remaining cash of the
Partnership, after payment of its remaining liabilities. The amount of the final
liquidating distribution to each Limited Partner was dependent upon the tax
status of the Limited Partner and the date the Limited Partner was admitted to
the Partnership. The table below shows the disposition of the Partnership's net
assets from December 31, 1996 to August 11, 1997.
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Net Assets - December 31, 1996 $ 1,124,354
Changes in estimated liquidation
values of assets and liabilities 170,223
Cash distributions to Limited Partners (1,294,577)
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Net Assets - August 11, 1997 $ -0 -
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As the distribution of these amounts to the Limited Partners represented the
final step in the liquidation process, the General Partners terminated the
Partnership effective August 11, 1997. In early 1998, the General Partners will
prepare and file the final tax returns and distribute the final tax information
on Schedule K-1 for the Limited Partners. Should you have any questions
concerning the liquidation of the Partnership, please feel free to contact your
Financial Advisor or call the Prudential Securities Client Services Department
at 1-800-535-2077.
/s/ Brian J. Martin
Brian J. Martin
President
Prudential-Bache Properties, Inc.
General Partner
/s/ Joel W. Stoesser
Joel W. Stoesser
Chairman of the Board of Directors
Prudential Realty Partnerships, Inc.
General Partner
