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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Oxford Tax Exempt Fund II Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1394232
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
7200 Wisconsin Avenue; Suite 1100
Bethesda, Maryland 20814
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(Address of principal (zip code)
executive offices)
If this Form relates to the If this Form relates to the
registration of a class registration of a class of debt
of debt securities and is securities and is to become
effective upon filing pursuant effective simultaneously with
to General Instruction A(c)(1) the effectiveness of a
please check the following box. concurrent registration
[ ] statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Beneficial Assignee Interests American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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The securities to be registered are beneficial assignee
interests ("BACs") which represent assignments of the existing
limited partnership interests in Oxford Tax Exempt Fund II Limited
Partnership ("OTEF II"). Information concerning the BACs to be
registered hereunder is incorporated by reference from OTEF II's
Quarterly Report on Form 10-Q for the period ended June 30, 1995,
OTEF II's Quarterly Report on Form 10-Q/A for the period ended
March 31, 1997 and OTEF II's Registration Statement on Form 10/A
(No. 0-25600) pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended.
Item 2. Exhibits.
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1. Articles of Incorporation of OTEF II Corporation.
2. Bylaws for OTEF II Corporation.
3. Articles of Incorporation of OTEF II Assignor Corporation.
4. Bylaws of OTEF II Assignor Corporation.
5. Certificate of Limited Partnership of OTEF II, dated
February 2, 1995.
6. Agreement of Limited Partnership of OTEF II, dated as of
February 2, 1995.
7. Amendment to the Certificate of Limited Partnership of OTEF
II, dated February 16, 1995.
8. First Amendment to the Agreement of Limited Partnership of
OTEF II, dated as of February 16, 1995.
9. First Amended and Restated Agreement of Limited Partnership
of OTEF II, dated as of June 1, 1995.
10. Second Amended and Restated Agreement of Limited Partnership
of OTEF II, dated as of June 26, 1995.
11. Third Amended and Restated Agreement of Limited Partnership
of OTEF II, dated as of June 26, 1995.
12. OTEF II's Annual Report on Form 10-K for the year ended
December 31, 1996.
13. OTEF II's Annual Report to securityholders for the fiscal
year ended December 31, 1996.
14. OTEF II's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
15. OTEF II's Quarterly Report on Form 10-Q/A for the quarter
ended March 31, 1997.
16. OTEF II's Registration Statement on Form 10/A pursuant to
Section 12(g) of the Securities Exchange Act of 1934 dated
as of February 22, 1995, together with all amendments to such
Registration Statement (No. 0-25600).
17. A specimen certificate of the OTEF II BACs.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
By: Oxford Tax Exempt Fund II Corporation,
Managing General Partner of the Registrant
Date: June 18, 1997 By: /s/Richard R. Singleton
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Richard R. Singleton,
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this registration statement has been signed below by the
following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Date: June 18, 1997 By: /s/Leo E. Zickler
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Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: June 18, 1997 By: /s/Francis P. Lavin
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Francis P. Lavin
Director and President
Date: June 18, 1997 By: /s/Robert B. Downing
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Robert B. Downing
Director and Executive Vice President
