SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission file: #0-16874
National Real Estate Limited Partnership
Income Properties-II
(Exact name of registrant as specified in its charter)
Wisconsin
39-1553195
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
9800 West Bluemound Road, Milwaukee, Wisconsin
53226-4353
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(414) 453-3498
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
None
Names of Each Exchange on Which Registered
None
Securities registered pursuant to Section 12(g) of the
Act:
Limited Partnership Interests
(Title of Class)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Sections 13
or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period
that the registrant was required to file such reports)
and (2) has been subject to such filing requirements
for the past 90 days. (X) Yes ( ) No
State the aggregate market value of the securities held
by non-affiliates of the Registrant as of February 28,
1996: indeterminate value as there is no market.*
*For purposes of this disclosure only.
The number of Limited Partnership interests outstanding
as of February 28, 1996: 20,653.69
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to Partners for the year
ended December 31, 1995 are incorporated by reference
into Parts I, II, III, and IV.
Definitive Prospectus dated August 18, 1986, as amended
to date, is incorporated by reference into Part IV.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K
(A) 1. Financial Statements
a) Financial Statements and Report of Independent
Auditors (incorporated by reference from pages 7
through 20 of the Partnership's annual report to
Partners for the year ended December 31, 1995).
(i) Report of Independent Auditors
(ii) Balance Sheets, December 31, 1995 and 1994
(iii) Statements of Operations, Years Ended
December 31, 1995, 1994 and 1993
(iv) Statements of Changes in Partners' Capital, Years
Ended December 31, 1995, 1994 and 1993
(v) Statements of Cash Flows, Years Ended December 31,
1995, 1994 and 1993
(vi) Notes to Financial Statements
2. Financial Statement Schedules
All schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions, are inapplicable, or the information is
presented in the financial statements or related notes,
and therefore such schedules have been omitted.
3. Exhibits
See attached exhibit list which is incorporated by
reference.
(B) Reports on Form 8-K for the Quarter ended December
31, 1995
There were no reports on Form 8-K filed during the
fourth quarter ending December 31, 1995.
(C) Exhibits
3(a) Limited Partnership Agreement, incorporated by
reference from Prospectus previously filed with
Registration Statement 33-6337 on Form S-11
effective August 18, 1986.
3(b) Certificate of Limited Partnership incorporated by
reference from Exhibit 3B Registration Statement
33-6337 on Form S-11 effective August 18, 1986.
4 Subscription Agreement Evidencing Ownership of a
Partnership Interest, incorporated by reference
from Prospectus previously filed with Registration
Statement 33-6337 on Form S-11 effective August
18, 1986.
10(a) Consulting Fee Agreement between the
Partnership and NDII dated August 18, 1986.
Incorporated by reference from the 1986 10-K
filed March 30, 1987.
10(b) Acquisition Agreement between the Partnership
and NDII dated August 18, 1986. Incorporated
by reference from the 1986 10-K filed March
30, 1987.
10(c) Organization Expense Agreement between the
Partnership and NDII dated August 18, 1986.
Incorporated by reference from the 1986 10-K
filed March 30, 1987.
10(d) Contracts for Acquisition of Assets
(1) With respect to Cave Creek Mini-Warehouse,
Phoenix, Arizona (Phase I): Incorporated by
reference from Exhibit 2-1 to periodic report on
Form 8-K dated March 1, 1987.
(2) With respect to Cave Creek Mini-Warehouses,
Phoenix, Arizona (Phase II): Incorporate by
reference from Exhibit 2-1 to periodic report on
Form 8-K dated April 30, 1987.
(3) With respect to Amberwood Apartments, Holland,
Michigan (36 units): Incorporate by reference from
Exhibit 2-1 to periodic reports on Form 8-K dated
June 17, 1988, and August 8, 1988.
(4) With respect to Amberwood Apartments, Holland,
Michigan (8 units): Incorporate by reference from
Exhibit 2-1 to periodic reports on Form 8-K dated
September 16, 1988.
(5) With respect to Amberwood Apartments, Holland,
Michigan (12 units): Incorporate by reference from
Exhibit 2-1 to periodic reports on Form 8-K dated
February 28, 1992.
10(e) Escrow Agreement dated August 18, 1986,
incorporated by reference from Exhibit 10 to
Registration Statement 33-6337 effective
August 18, 1986.
10(f) Management Consulting Delegation of Duties
Agreement between the General Partners and
NRMI dated May 28, 1991. Incorporated by
reference from the 1991 10-K filed March 27,
1992.
10(g) Property Management Agreement between
Partnership and NRMI dated July 1, 1991.
Incorporated by reference from the 1991 10-K
filed March 27, 1992.
10(h) Co-General Partner Agreement incorporated by
reference from Exhibit 5-1 to periodic
reports on Form 8-K dated July 26, 1991.
11 Not applicable, see Item 6 of this report.
12 Not applicable
*13 National Real Estate Limited Partnership Income
Properties-II 1995 annual report to Partners is
included as an exhibit hereto for those portions
of such annual report specifically incorporated by
reference elsewhere herein. Such annual report is
deemed not to be filed as part of this Report.
18 Not applicable
19 Not applicable
22 Not applicable
23 Not applicable
*24 Consent of Independent Auditors filed with this
report.
25 Not applicable
(D) Financial Statement Schedule
There are no schedules to be included herein.
* Filed with this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES-II
(Registrant)
Dated: March 28, 1996
By: /S/ John Vishnevsky
John Vishnevsky
President and Chief Operating and Executive Officer
National Development and Investment, Inc.
Corporate General Partner
Dated: March 28, 1996
By: /S/ John Vishnevsky
John Vishnevsky
Chief Financial and Accounting Officer
National Development and Investment, Inc.
Corporate General Partner
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report is signed below by the
following persons on behalf of the Registrant and in
the capacities* and on the dates indicated:
/S/ John Vishnevsky
John Vishnevsky
President and Director National Development and
Investment, Inc.
March 28, 1996
(dated)
/S/ Stephen P. Kotecki
Stephan P. Kotecki
Vice President, Secretary, Treasurer and Director
National Development and Investment, Inc.
March 28, 1996
(dated)
/S/ Stephen P. Kotecki
Stephen P. Kotecki
President, Treasurer and Director
EC Corp.
March 28, 1996
(dated)
/S/ Thomas Rielly
Thomas Rielly
Vice President, Secretary and Director
EC Corp.
March 28, 1996
(dated)
* The indicated positions are held in the Corporate
General Partners of the Registrant.
B:\NIP2AMEN
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 609347
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 609347
<PP&E> 7286105
<DEPRECIATION> 1922692
<TOTAL-ASSETS> 5972760
<CURRENT-LIABILITIES> 124142
<BONDS> 704591
0
0
<COMMON> 0
<OTHER-SE> 5144027<F1>
<TOTAL-LIABILITY-AND-EQUITY> 5972760
<SALES> 0
<TOTAL-REVENUES> 944538
<CGS> 0
<TOTAL-COSTS> 807049
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72217
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91745
<EPS-PRIMARY> 9.88<F2>
<EPS-DILUTED> 0
<FN>
<F1>Refers to General Partners' and Limited Partners' Capital.
<F2>97% Limited Partners - Interest Outstanding=9004.15.
</FN>
</TABLE>
