<PAGE> 1
--------------------------
OMB APPROVAL
--------------------------
OMB Number 3235-0058
Expires: June 30, 1994
Estimated average burden
hours per response .. 2.50
--------------------------
SEC FILE NUMBER
0-14360
--------------------------
CUSIP NUMBER
______ __ _
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: 03-31-96
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
-------------------------------
- -------------------------------------------------------------------------------
|Read Instruction (on back page) Before Preparing Form. Please Print or Type.|
| |
| Nothing in this form shall be construed to imply that |
| the Commission has verified any information contained herein. |
- -------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- -------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Full Name of Registrant
Nooney Income Fund Ltd. II, L.P.
- -------------------------------------------------------------------------------
Former Name if Applicable
N/A
- -------------------------------------------------------------------------------
<PAGE> 2
Address of Principal Executive Office (Street and Number)
7701 Forsyth Boulevard
- -------------------------------------------------------------------------------
City, State and Zip Code
St. Louis, Missouri 63105
- -------------------------------------------------------------------------------
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Problems encountered reconciling the first quarter's activity due to the
December 31, 1995 purchase of an undivided interest in NorthCreek Office Park,
Countryside Executive Center and Northeast Commerce Center.
(Attach Extra Sheets if Needed)
SEC 1344 (11-91)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dale W. Brouk (314) 854-0632
- --------------------------------- ----------- -------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify reports(s).
[X] Yes [ ] No
- -------------------------------------------------------------------------------
<PAGE> 3
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
- -------------------------------------------------------------------------------
Nooney Income Fund Ltd. II, L.P.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
NOONEY INCOME FUND LTD. II, L.P.
Dated May 16, 1996 By /s/ Gregory J. Nooney, Jr.
-------------------------------------
Name: Gregory J. Nooney, Jr.
Title: General Partner
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
- -------------------------------------------------------------------------------
| ATTENTION |
| |
| Intentional misstatements or omissions of fact constitute |
| Federal Criminal Violations (See 18 U.S.C. 1001). |
- -------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with
Rule O-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
<PAGE> 4
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
