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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): July 1, 1997
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Oxford Tax Exempt Fund II Limited Partnership
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(Exact name of registrant as specified in its charter)
Maryland 0-25600 52-1394232
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7200 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814
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(Address of principal executive offices)
(301) 654-3100
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
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OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
FORM 8-K
CURRENT REPORT
Item 5. Other Events.
(a) Effective July 1, 1997, Oxford Tax Exempt Fund II
Limited Partnership ("OTEF II") has appointed Registrar and
Transfer Company ("R&T") as the sole registrar and transfer
agent with respect to the beneficial assignee interests
("BACs"), representing assignments of limited partnership
interests of OTEF II. In addition, Coopers & Lybrand L.L.P.
will be providing investor tax reporting information for BAC
holders.
All notices, claims, certificates, requests, demands
and other communications relating to transfers of BACs
should be sent to:
Registrar and Transfer Company
Attn: William Tatler, Vice President
Stock Transfer Department
10 Commerce Drive
Cranford, NJ 07016
All phone calls relating to such transfers should be
directed to:
Registrar and Transfer Company
Attn: Robert Boyle
Stock Transfer Department
1-800-368-5948, extension 2529
All other questions relating to OTEF II should be
directed to OTEF II Investor Services whose telephone number
has changed to 1-888-321-OTEF, a toll-free number.
(b) On June 19, 1997, OTEF II submitted an application to
list the BACs for trading on the American Stock Exchange,
Inc. ("Exchange"). While no assurances can be given at this
time, OTEF II anticipates that this listing application will
be approved within the next ninety (90) days.
(c) As discussed in prior reports, the Board of Directors
has approved, effective July 1, 1997, a 25-to-1 split of the
BACs for the BAC Holders of record as of June 30, 1997,
whereby each one (1) outstanding BAC shall be divided into
twenty-five (25) BACs without the necessity of any further
act by OTEF II, thereby increasing the number of issued and
outstanding BACs from 287,422 to 7,185,550. This action
will have no effect on the Status Quo BACs.
(d) New certificates will be issued by R&T to all BAC
Holders, however, those BAC Holders who hold their BACs in a
Merrill Lynch account will not receive new certificates.
Instead, the certificate representing these BACs will be
issued to Merrill Lynch in street name for the benefit of
such BAC Holders. The Status Quo BACs will continue to be
reflected on OTEF II's books and records in uncertificated,
book-entry form.
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OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
FORM 8-K
CURRENT REPORT
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.
Oxford Tax Exempt Fund II Limited Partnership
By: Oxford Tax Exempt Fund II
Corporation,
Managing General Partner of the
registrant
Date: July 1, 1997 By: /s/ Marc B. Abrams
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Marc B. Abrams,
Senior Vice President
