FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000 or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 0-16862
CAPITAL SOURCE II L.P.-A
(Exact name of registrant as specified in its charter)
Delaware 38-2684691
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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.
YES X NO
<PAGE> -i-
Part I. Financial Information
Item 1. Financial Statements
CAPITAL SOURCE II L.P.-A
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000
(unaudited) Dec. 31, 1999
-------------- --------------
<S> <C> <C>
Assets
Cash and temporary cash investments, at cost which
approximates market value $ 342,873 $ 278,134
Investment in FHA Loan (Note 2) 6,451,054 6,470,165
Investment in GNMA Certificates (Note 2) 20,298,027 20,367,475
Investment in Operating Partnerships (Note 3) - -
Interest receivable 193,600 193,934
Other assets 4,886 39,064
-------------- --------------
$ 27,290,440 $ 27,348,772
============== ==============
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable (Note 4) $ 205,897 $ 295,599
Distribution payable 303,871 303,871
-------------- --------------
509,768 599,470
-------------- --------------
Partners' Capital (Deficit)
General Partner (298,651) (298,965)
Beneficial Assignment Certificate Holders
($6.75 per BAC in 2000 and $6.74 in 1999) 27,079,323 27,048,267
-------------- --------------
26,780,672 26,749,302
-------------- --------------
$ 27,290,440 $ 27,348,772
============== ==============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE> - 1 -
CAPITAL SOURCE II L.P.-A
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the For the Six For the Six
Quarter Ended Quarter Ended Months Ended Months Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Income
Mortgage-backed securities income $ 576,420 $ 580,089 $ 1,153,788 $ 1,161,046
Interest income on temporary cash investments 4,148 3,340 7,396 7,491
Equity in earnings of Operating Partnerships (Note 3) 223,244 258,371 400
--------------- --------------- --------------- ---------------
803,812 583,429 1,419,555 1,168,937
Expenses
Operating and administrative expenses (Note 4) 309,512 183,429 476,571 316,875
--------------- --------------- --------------- ---------------
Net income and net comprehensive income $ 494,300 $ 400,000 $ 942,984 $ 852,062
=============== =============== =============== ===============
Net income allocated to:
General Partners $ 4,943 $ 4,000 $ 9,430 $ 8,521
Limited Partners 489,357 396,000 933,554 843,541
--------------- --------------- --------------- ---------------
$ 494,300 $ 400,000 $ 942,984 $ 852,062
=============== =============== =============== ===============
Net income, basic and diluted, per BAC $ .12 $ .10 $ .23 $ .21
=============== =============== =============== ===============
Weighted average number of BACs outstanding 4,011,101 4,011,101 4,011,101 4,011,101
=============== =============== =============== ===============
The accompanying notes are an integral part of the financial statements.
</TABLE>
CAPITAL SOURCE II L.P.-A
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
General BAC
Partner Holders Total
-------------- ---------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1999 $ (298,965) $ 27,048,267 $ 26,749,302
Net income 9,430 933,554 942,984
Cash distributions paid or accrued (9,116) (902,498) (911,614)
-------------- ---------------- ---------------
Balance at June 30, 2000 $ (298,651) $ 27,079,323 $ 26,780,672
============== ================ ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> - 2 -
CAPITAL SOURCE II L.P.-A
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 942,984 $ 852,062
Adjustments to reconcile net income to net cash
from operating activities
Equity in earnings of Operating Partnerships (258,371) -
Amortization of discount on mortgage-backed securities (168) (155)
Decrease in interest receivable 334 1,181
Decrease in other assets 34,178 59,878
Decrease in accounts payable (89,702) (211,896)
--------------- ---------------
Net cash provided by operating activities 629,255 701,070
--------------- ---------------
Cash flows from investing activities
FHA Loan and GNMA Certificate principal payments received 88,727 81,305
Distributions received from Operating Partnerships 258,371 -
--------------- ---------------
Net cash provided by investing activities 347,098 81,305
--------------- ---------------
Cash flow used in financing activity
Distributions paid (911,614) (911,614)
--------------- ---------------
Net increase (decrease) in cash and temporary cash investments 64,739 (129,239)
Cash and temporary cash investments at beginning of period 278,134 432,999
--------------- ---------------
Cash and temporary cash investments at end of period $ 342,873 $ 303,760
=============== ===============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE> - 3 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
1. Basis of Presentation
The accompanying interim unaudited financial statements have been prepared
according to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted according to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. The financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1999. In the opinion of management, all normal and recurring
adjustments necessary to present fairly the financial position at June 30,
2000, and results of operations for all periods presented have been made. The
results of operations for the three and six-month periods ended June 30, 2000
are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
2. Investment in Mortgage-Backed Securities
At June 30, 2000, all of the Partnership's mortgage-backed securities were
classified as held-to-maturity. The total amortized cost, gross unrealized
holding gains and aggregate fair value of such securities were $26,749,081,
$39,546 and $26,788,627, respectively.
Descriptions of the Partnership's mortgage-backed securities at June 30,
2000, are as follows:
<TABLE>
<CAPTION>
Number Interest Maturity Carrying
Type of Security and Name Location of Units Rate Date Amount
---------------------------------- -------------------- -------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
GNMA Certificates:
Crane's Landing Winter Park, FL 252 8.75% 12-15-2030 $ 10,088,672
Monticello Apartments Southfield, MI 106 8.75% 11-15-2029 5,247,250
The Ponds at Georgetown Ann Arbor, MI 134 7.50% 12-15-2029 4,962,105
---------------
20,298,027
FHA Loan:
Delta Crossing Charlotte NC 178 9.10% 10-01-2030 6,451,054
---------------
Balance at June 30, 2000 $ 26,749,081
===============
</TABLE>
<PAGE> - 4 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
Reconciliation of the carrying amount of the mortgage-backed securities is as
follows:
<TABLE>
<S> <C>
Balance at December 31, 1999 $ 26,837,640
Addition
Amortization of discount on mortgage-backed securities 168
Deduction
FHA Loan and GNMA Certificate principal payments received (88,727)
---------------
Balance at June 30, 2000 $ 26,749,081
===============
</TABLE>
3. Investment in Operating Partnerships
The Partnership's investment in Operating Partnerships consists of interests in
limited partnerships which own multifamily properties financed by the GNMA
Certificates and FHA Loan held by the Partnership and are accounted for using
the equity method. Currently, losses are recognized only to the extent of
additional contributions, net of distributions received, to the Operating
Partnerships by the Partnership. Any distributions received by the
Partnership from the Operating Partnerships are recorded as income.
Descriptions of the Operating Partnerships held at June 30, 2000, are as
follows:
<TABLE>
<CAPTION>
Carrying
Name Location Partnership Name Amount
------------------------ --------------------- ----------------------------------------- ------------
<S> <C> <C> <C>
Delta Crossing Charlotte, NC Delta Crossing Limited Partnership $ -
Crane's Landing Winter Park, FL Crane's Landing Partnership, Ltd. -
Monticello Apartments Southfield, MI Centrum Monticello Limited Partnership -
The Ponds at Georgetown Ann Arbor, MI Ponds at Georgetown Limited Partnership -
------------
Balance at June 30, 2000 $ -
============
</TABLE>
Reconciliation of the carrying amount of the Operating Partnerships is as
follows:
<TABLE>
<CAPTION>
For the Six
Months Ended
June 30, 2000
---------------
<S> <C>
Balance at beginning of year $ -
Addition
Equity in earnings of Operating Partnerships 258,371
Deduction
Distributions received from Operating Partnerships (258,371)
---------------
Balance at end of period $ -
===============
</TABLE>
<PAGE> - 5 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
4. Transactions with Related Parties
The General Partners, certain of their affiliates and the Operating
Partnerships' general partners have received or may receive fees,
compensation, income, distributions and payments from the Partnership in
connection with the offering and the investment, management and sale of the
Partnership's assets (other than disclosed elsewhere) as follows.
The General Partners are entitled to receive an asset management and
partnership administrative fee equal to 0.5% of invested assets per annum, the
first $50,000 of which will be paid each year with the balance payable only
during such years that a 6.5% annual return has been paid to investors on a
noncumulative basis. An additional fee equal to 0.5% of invested assets per
annum will be payable only during those years that an 11.5% annual return has
been paid to investors on a noncumulative basis. Any unpaid amounts will
accrue and be payable only after an 11.5% annual return to investors has been
paid on a cumulative basis and the investors have received the return of their
capital contributions. Asset management and partnership administration fees
of $12,500 and $25,000 were incurred during the quarter and six
months ended June 30, 2000.
Substantially all of the Partnership's general and administrative expenses are
paid by a General Partner or an affiliate and reimbursed by the Partnership.
The amount of such expenses reimbursed to such General Partner for the six
months ended June 30, 2000 was $583,536 ($294,028 for the quarter ended June
30, 2000). These reimbursed expenses are presented on a cash basis and do not
reflect accruals made at quarter end.
An affiliate of the General Partners has been retained to provide property
management services for The Ponds at Georgetown. The fees for services
provided were $10,781 and $21,315 for the quarter and six months ended June
30, 2000 and represented the lower of costs incurred in providing management
of the property or customary fees for such services determined on a
competitive basis.
5. Legal Proceedings
The Partnership has been named as a defendant in a purported class action
lawsuit filed in the Delaware Court of Chancery on February 3, 1999, by two
BAC holders, Alvin M. Panzer and Sandra G. Panzer, against the Partnership,
its General Partners, America First and various of their affiliates (including
Capital Source L.P., a similar partnership with general partners that are
affiliates of America First) and Lehman Brothers, Inc. The plaintiffs seek to
have the lawsuit certified as a class action on behalf of all BAC holders of
the Partnership and Capital Source L.P. The lawsuit alleges, among other
things, that a proposed merger transaction involving the Partnership and
Capital Source L.P. is deficient and coercive, that the defendants have
breached the terms of the Partnership's partnership agreement and that the
defendants have acted in manners which violate their fiduciary duties to the
BAC holders. In this complaint, the plaintiffs sought to enjoin the proposed
merger transaction and seek to appoint an independent BAC holder
representative to investigate alternative transactions. The lawsuit also
requests a judicial dissolution of the Partnership, an accounting, and
unspecified damages and costs.
The General Partners determined not to pursue the merger transaction which
was the subject of the initial lawsuit and proposed an alternative transaction
to BAC holders. A prospectus/consent solicitation statement outlining this
alternative transaction was sent to BAC holders on or about November 16,
1999. The plaintiffs amended their complaint on December 8, 1999, and again
on February 22, 2000. The second amended complaint challenges this current
prospectus/consent solicitation statement on grounds similar to those alleged
in the original complaint, as well as on other procedural grounds. The second
amended complaint does not seek to enjoin the proposed merger transaction.
<PAGE> - 6 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
On July 12, 1999, Alvin M. Panzer, one of the named plaintiffs in the action
described above, filed an additional complaint against the Partnership, its
General Partners and America First in the Delaware Court of Chancery (the
Books and Records Action). The complaint seeks to compel the General
Partners to supply the plaintiff with a list of all BAC holders of the
Partnership and copies of the limited partnership agreements of the Operating
Partnerships.
To resolve these lawsuits, the Partnership and affiliates, on April 24, 2000,
entered into a settlement agreement (the Settlement) with the plaintiffs. The
Settlement remains subject to approval by the Court. In connection with the
Settlement, which, if approved, will also result in the dismissal of the Book
and Records Action, the Partnership submitted a revised transaction to BAC
holders for approval on or about June 30, 2000. The complete terms of the
Settlement, along with the updated consent solicitation material describing
the revised merger transaction, was filed with the Securities and Exchange
Commission (the SEC) on or about June 15, 2000.
<PAGE> - 7 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with all of the
financial statements and notes included in Item 1 of this report as well as
the Partnership's Annual Report on Form 10-K for the year ended December 31,
1999.
Liquidity and Capital Resources
At June 30, 2000, the Partnership owned: (i) three GNMA Certificates which are
guaranteed as to principal and interest by the Government National Mortgage
Association (GNMA) collateralized by first mortgage loans on multifamily
housing properties located in two states; (ii) an FHA Loan which is insured as
to principal and interest by the Federal Housing Administration (FHA) on a
multifamily housing property; and (iii) Partnership Equity Investments in four
Operating Partnerships which own the multifamily properties financed by the
GNMA Certificates and the FHA Loan. The GNMA Certificates, the FHA Loan and
the Partnership Equity Investments are referred to as the "Permanent
Investments". The obligations of GNMA and FHA are backed by the full faith
and credit of the United States government. The overall status of the
Partnership's investments has remained relatively constant since December 31,
1999.
The following table shows the occupancy levels of the properties financed by
the Partnership as of June 30, 2000:
<TABLE>
<CAPTION>
Number Percentage
Number of Units of Units
Property Name Location of Units Occupied Occupied
------------------------------------- ------------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Crane's Landing Winter Park, FL 252 240 95%
Delta Crossing Charlotte, NC 178 162 91%
Monticello Apartments Southfield, MI 106 99 93%
The Ponds at Georgetown Ann Arbor, MI 134 133 99%
--------- ---------- ----------
670 634 95%
========= ========== ==========
</TABLE>
<PAGE> - 8 -
CAPITAL SOURCE II L.P.-A
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
Distributions
Cash distributions paid or accrued per BAC for the periods shown were as
follows:
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
-------------- --------------
<S> <C> <C>
Regular monthly distributions
Income $ .2250 $ .2103
Return of capital - .0147
-------------- --------------
$ .2250 $ .2250
============== ==============
Distributions
Paid out of cash flow $ .1986 $ .2250
Paid out of reserves .0264 -
-------------- --------------
$ .2250 $ .2250
============== ==============
</TABLE>
Regular monthly distributions to BAC Holders consist primarily of interest
received on the FHA Loan and GNMA Certificates. Additional cash for
distributions is received from other investments. The Partnership is
permitted to replenish its reserves with cash flows in excess of distributions
paid. For the six months ended June 30, 2000, a net amount of $107,086 was
withdrawn from reserves ($124,309 was withdrawn from reserves for the quarter
ended June 30, 2000).
The Partnership believes that cash provided by operating and investing
activities and, if necessary, withdrawals from the Partnership's reserves, to
the extent available, will be adequate to meet short-term liquidity
requirements, including the payments of distributions to BAC Holders. The
Partnership has no other internal or external sources of liquidity. Under the
terms of its Partnership Agreement, the Partnership has the authority to enter
into short- and long-term debt financing arrangements; however, the
Partnership currently does not anticipate entering into such arrangements.
The Partnership is not authorized to issue additional BACs to meet short-term
and long-term liquidity requirements.
<PAGE> - 9 -
Results of Operations
Comparison of the Quarters Ended June 30, 2000 and June 30, 1999
Mortgage-backed securities income decreased slightly for the quarter ended
June 30, 2000, compared to the same period in 1999. This decrease is due to
the continued amortization of the principal balances of the Partnership's
mortgage-backed securities.
Interest income on temporary cash investments increased for the
quarter ended June 30, 2000, compared to the same period in 1999, due to an
increase in the average interest rate earned on reserve investments.
During the quarter ended June 30, 2000, the Partnership received a
distribution of $223,244 from Crane's Landing whereas no such distributions
were received from any of the Operating Partnerships during the comparable
period of 1999. As such, equity in earnings of Operating Partnerships of
$223,244 was recorded for the quarter ended June 30, 2000 and no equity in
earnings of Operating Partnerships was recorded for the comparable period of
1999.
Operating and administrative costs for the quarter ended June 30, 2000,
increased approximately $126,000 compared to the same period in 1999. This
increase was primarily due to an increase in legal fees resulting from the
defense of a purported class action lawsuit filed against the Partnership as
more fully described in Note 5 to the financial statements and an increase in
transactions costs incurred in conjunction with the proposed merger.
Comparison of the Six Months Ended June 30, 2000 and June 30, 1999
Mortgage-backed securities income decreased slightly for the six months ended
June 30, 2000, compared to the same period in 1999. This decrease is due to
the continued amortization of the principal balances of the Partnership's
mortgage-backed securities.
Interest income on temporary cash investments for the six months
ended June 30, 2000, was comparable to the same period in 1999.
During the six months ended June 30, 2000, the Partnership received a
distributions totaling $258,371 from The Ponds at Georgetown and Crane's
Landing whereas no such distributions were received from any of the Operating
Partnerships during the comparable period of 1999. As such, equity in
earnings of Operating Partnerships of $258,371 was recorded for the six months
ended June 30, 2000 and no equity in earnings of Operating Partnerships was
recorded for the comparable period of 1999.
Operating and administrative costs for the six months ended June 30, 2000,
increased approximately $160,000 compared to the same period in 1999. This
increase was primarily due to an increase in legal fees resulting from the
defense of a purported class action lawsuit filed against the Partnership as
more fully described in Note 5 to the financial statements and an increase in
transaction costs incurred in conjunction with the proposed merger.
Forward Looking Statements
This report contains forward looking statements that reflect management's
current beliefs and estimates of future economic circumstances, industry
conditions, the Partnership's performance and financial results. All
statements, trend analysis and other information concerning possible or
assumed future results of operations of the Partnership and the real estate
investments it has made (including, but not limited to, the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations"), constitute forward-looking statements. BAC Holders
and others should understand that these forward looking statements are subject
to numerous risks and uncertainties and a number of factors could affect the
future results of the Partnership and could cause those results to differ
materially from those expressed in the forward looking statements contained
herein.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the Partnership's market risk since
December 31, 1999.
<PAGE> - 10 -
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership has been named as a defendant in a purported
class action lawsuit filed in the Delaware Court of Chancery on
February 3, 1999, by two BAC holders, Alvin M. Panzer and
Sandra G. Panzer, against the Partnership, its General Partners,
America First and various of their affiliates (including Capital
Source L.P., a similar partnership with general partners that
are affiliates of America First) and Lehman Brothers, Inc.
The plaintiffs seek to have the lawsuit certified as a class
action on behalf of all BAC holders of the Partnership and
Capital Source L.P. The lawsuit alleges, among other things,
that a proposed merger transaction involving the Partnership
and Capital Source L.P. is deficient and coercive, that the
defendants have breached the terms of the Partnership's
partnership agreement and that the defendants have acted in
manners which violate their fiduciary duties to the BAC holders.
In this complaint, the plaintiffs sought to enjoin the proposed
merger transaction and seek to appoint an independent BAC holder
representative to investigate alternative transactions. The
lawsuit also requests a judicial dissolution of the Partnership,
an accounting, and unspecified damages and costs.
The General Partners determined not to pursue the merger
transaction which was the subject of the initial lawsuit and
proposed an alternative transaction to BAC holders. A
prospectus/consent solicitation statement outlining this
alternative transaction was sent to BAC holders on or about
November 16, 1999. The plaintiffs amended their complaint on
December 8, 1999, and again on February 22, 2000. The second
amended complaint challenges this current prospectus/consent
solicitation statement on grounds similar to those alleged in
the original complaint, as well as on other procedural grounds.
The second amended complaint does not seek to enjoin the
proposed merger transaction.
On July 12, 1999, Alvin M. Panzer, one of the named plaintiffs
in the action described above, filed an additional complaint
against the Partnership, its General Partners and America First
in the Delaware Court of Chancery (the Books and Records
Action). The complaint seeks to compel the General Partners
to supply the plaintiff with a list of all BAC holders of the
Partnership and copies of the limited partnership agreements of
the Operating Partnerships.
To resolve these lawsuits, the Partnership and affiliates, on
April 24, 2000, entered into a settlement agreement (the
Settlement) with the plaintiffs. The Settlement remains subject
to approval by the Court. In connection with the Settlement,
which, if approved, will also result in the dismissal of the
Book and Records Action, the Partnership submitted a
revised transaction to BAC holders for approval on or about
June 30, 2000. The complete terms of the Settlement, along
with the updated consent solicitation material describing the
revised merger transaction, was filed with the Securities and
Exchange Commission (the SEC) on or about June 15, 2000.
There are no other material pending legal proceedings to which
the Partnership is a party or to which any of its property is
subject.
Item 4. Submission of Matters to a Vote of Security Holders.
On or about June 30, 2000, the General Partners submitted a
proposal for a merger of the Registrant with Capital Source
L.P. and America First Real Estate Investment Partners, L.P.
for consent to the BAC holders without a meeting. The
solicitation is still pending and therefore, a final vote of
the BAC holders has not been tabulated.
<PAGE> - 11 -
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Agreement of Limited Partnership of Capital Source II
L.P.-A (incorporated herein by reference from Exhibit A of
the Prospectus contained in the Registrant's
Post-Effective Amendment No. 4 dated February 5, 1987 to
the Registration Statement on Form S-11 (Commission File
No. 0-16862)).
4(b) Amendment to the Capital Source II L.P.-A Limited
Partnership Agreement (incorporated by reference to Exhibit
3.09 to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 dated June 15, 2000 filed by America
First Real Estate Investment Partners, L.P. (Commission
File No. 333-52117)).
4(c) Beneficial Assignment Certificate (incorporated by
reference from Exhibit 10(a) to the Registrant's Amendment
No. 2 dated January 27, 1987, to the Registration Statement
on Form S-11 (Commission File No. 0-16862)).
10(a) Stipulation of Settlement
IN THE CASE OF
ALVIN M. PANZER and
SANDRA G. PANZER
Plaintiffs,
v.
INSURED MORTGAGE EQUITIES, INC.,
INSURED MORTGAGE EQUITIES II
LP., AMERICA FIRST CAPITAL
SOURCE I, LLC., AMERICA FIRST
CAPITAL SOURCE II, LLC, AMERICA
FIRST COMPANIES, LLC, AMERICA
FIRST REAL ESTATE INVESTMENT
PARTNERS, L.P., LEHMAN
BROTHERS, INC., CAPITAL SOURCE
L.P., PAUL L. ABBOTT, and CAPITAL
SOURCE II, L.P.,
Defendants.
(incorporated herein by reference to Form 10-Q dated March
31, 2000 filed pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934 by Capital Source II L.P.
- A (Commission File No. 0-16862))
27. Financial Data Schedule
(b) Reports on Form 8-K
The Registrant did not file a report on Form 8-K during the
quarter for which this report is filed.
<PAGE> - 12 -
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.
CAPITAL SOURCE II L.P.-A
By America First Capital
Source II L.L.C., General
Partner of the Registrant
By /s/ Michael Thesing
Michael Thesing,
Vice President and
Principal Financial Officer
Dated: August 11, 2000
<PAGE> - 13 -
