DAMSON BIRTCHER REALTY INCOME FUND II LTD PARTNERSHIP
8-K, 1999-02-04
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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) February 1, 1999



          DAMSON/BIRTCHER REALTY INCOME FUND - II, LIMITED PARTNERSHIP
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

<TABLE>
<S>                                           <C>
            0-14633                                  13-3294820 
     ----------------------               ------------------------------------
     Commission File Number               (I.R.S. Employer Identification No.)
</TABLE>


      27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California 92677-0100
      ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (714) 643-7700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)



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                      DAMSON/BIRTCHER REALTY INCOME FUND-II



ITEM 5. OTHER EVENTS.

The agreement to sell all of Damson/Birtcher Realty Income Fund II's properties
to Abbey Investments, Inc. ("Abbey") has been terminated. Abbey had requested a
material reduction in the purchase price, which the Partnership did not agree
to. The Partnership is in dissolution and is actively soliciting alternative
buyers for its properties.



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<PAGE>   3

                                   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.




DAMSON / BIRTCHER REALTY INCOME FUND-II,
LIMITED PARTNERSHIP


By: BIRTCHER/LIQUIDITY          By: BIRTCHER INVESTORS,
    PROPERTIES                      a California limited partnership
    (General Partner)
                                    By: BIRTCHER INVESTMENTS,
                                        a California general partnership,
                                        General Partner of Birtcher Investors

                                        By: BIRTCHER LIMITED,
                                            a California limited partnership,
                                            General Partner of Birtcher
                                            Investments

                                            By: BREICORP,
                                                a California corporation,
                                                formerly known as Birtcher
                                                Real Estate Inc., General
                                                Partner of Birtcher Limited

Date: February 4, 1999                          By: /s/Robert M. Anderson   
                                                   -----------------------------
                                                   Robert M. Anderson
                                                   Executive Director
                                                   BREICORP

                                By: LF Special Fund I, L.P.,
                                    a California limited partnership

                                    By: Liquidity Fund Asset Management, Inc.,
                                        a California corporation, General
                                        Partner of LF Special Fund I, L.P.

Date: February 4, 1999                By: /s/ Brent R. Donaldson       
                                         ---------------------------------------
                                         Brent R. Donaldson
                                         President
                                         Liquidity Fund Asset Management, Inc.



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