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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): December 29, 1998
Commission file number: 0-21464
PruTech Research and Development Partnership II
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(Exact name of Registrant as specified in its charter)
California 13-3268435
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Seaport Plaza, 28th Floor, New York, NY 10292
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 214-3500
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
R&D Funding Corp, as general partner of PruTech Research and Development
Partnership II (the "Partnership"), reached resolution to the Partnership's
remaining liabilities and contingencies during December 1998. On December
29, 1998, the Partnership made a final liquidating distribution to the
limited partners of $26.68 per unit, representing the Partnership's
remaining cash, reduced by amounts necessary to satisfy all of its
remaining liabilities. As this distribution to the limited
partners represented the final step in the dissolution and liquidation
of the Partnership, the general partner terminated the
Partnership effective December 31, 1998 by filing a certificate
of cancellation with the Secretary of State of the state of California.
Item 7 - Financial Statements and Exhibits
(c) Exhibits
2.1 Letter to Limited Partners of PruTech Research and Development
Partnership II
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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, hereunto duly authorized.
PruTech Research and Development Partnership II
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Brian J. Martin Date: January 6, 1999
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Brian J. Martin
President, Chief Executive Officer, Chairman of the
Board of Directors and Director for the Registrant
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Steven Carlino Date: January 6, 1999
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Steven Carlino
Vice President
Chief Accounting Officer for the Registrant
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PruTech Research and Development Partnership II
December 1998
To our Limited Partners:
As you know, the Limited Partners of PruTech Research and Development
Partnership II previously approved a Plan of Dissolution and Liquidation
(the "Plan"), effective as of October 30, 1996, providing for the sale
of the Partnership's assets, the liquidation of its liabilities and the
distribution of the remaining funds in accordance with the Partnership
Agreement.
The General Partner, as Liquidating Agent under the Plan, completed the
sale of the Partnership's remaining assets of value, and during December
1998 reached resolution to the Partnership's remaining liabilities and
contingencies. On December 29, 1998, the Partnership made a final
liquidating distribution to the Limited Partners of $26.68 per unit. With
this final liquidating distribution, the Partnership has made cash
distributions to Limited Partners of $479.18 per unit since its inception
or approximately 48% of the Limited Partners' original capital contributions.
If you are not a California resident, the required California
withholding amounts, if any, have been withheld from your distribution.
You may be eligible for a refund of some or all of this withholding
depending on your individual tax situation. Limited Partners, who have
California income tax withheld during 1998, will receive a California Form
592-B in early 1999, which reports the Partnership's tax withholding.
This form should be filed with the California Franchise Tax Board along
with California Form 540NR (541 for fiduciaries). To order copies of
California tax forms, or for more information regarding California taxes,
you can call the California Franchise Tax Board at (800) 852-5711 or
(916) 854-6500.
As the final liquidating distribution to the Limited Partners represented
the final step in the liquidation process, the General Partner terminated
the Partnership effective December 31, 1998. As soon as practicable, the
General Partner will prepare and file the final tax return and distribute
the final tax information return on Schedule K-1 to the Limited Partners.
Should you have any questions concerning the dissolution and 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.
Sincerely,
/s/ Brian J. Martin
Brian J. Martin
President
R&D Funding Corp
General Partner
