SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 26, 1998
National Real Estate Limited Partnership Income Properties-II
(Exact name of registrant as specified in its charter)
Wisconsin 01-16874 39-1553195
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
organization) Number)
1155 Quail Court, Pewaukee, Wisconsin 53072-3703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 695-1400
Not Applicable
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 26, 1998, National Real Estate Limited Partnership Income
Properties II. (the
"Partnership") dismissed Ernst & Young LLP as its independent accountant.
Ernst & Young LLP's report
on the financial statements for either of the past two years did not contain
an adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. In
connection with the audits of the Partnership's financial statements for the
fiscal years ended December 31,
1996 and 1997 and the subsequent interim period preceding the dismissal, there
were no disagreements with
the former accountants on any matter of accounting principles or practices,
financial statement disclosure or
auditing scope or procedure which would have caused Ernst & Young LLP to make
reference to the matter
in their report.
On August 26, 1998, the Partnership engaged Wolf and Company-Milwaukee
S.C. as its independent
accountant. The decision to engage Wolf and Company-Milwaukee S.C. was
approved by the General
Partners. The Partnership has requested Ernst & Young LLP to furnish it a
letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter dated August 26, 1998,
is filed as Exhibit 1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits
(1) Letter of Ernst and Young LLP on changes in certifying accountant.
EXHIBIT 1 TO FORM 8-K
August 26, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 26, 1998, of National Real Estate
Limited Partnership
Income Properties II and are in agreement with the statements contained in the
first and second paragraphs
on page 2 therein. We have no basis to agree or disagree with other statements
of the registrant contained
therein.
/S/ ERNST & YOUNG LLP
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.
National Real Estate Limited Partnership
Income Properties-II
(Registrant)
Date /S/August 26, 1998 /S/ John Vishnevsky
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and Investment, Inc.
Corporate General Partner
Date /S/August 26, 1998 /S/ John
Vishnevsky
John Vishnevsky
Chief Financial and Accounting Officer
Date /S/August 26, 1998 Stephen P. Kotecki
Stephen P. Kotecki
President
EC Corp
Corporate General Partner
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.
National Real Estate Limited Partnership
Income Properties-II
(Registrant)
Date August 26, 1998
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and Investment, Inc.
Corporate General Partner
Date August 26, 1998
John Vishnevsky
Chief Financial and Accounting Officer
Date August 26, 1998
Stephen P. Kotecki
President
EC Corp
Corporate General Partner
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