UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission file number: 33-11101
AMERICAN ENTERTAINMENT PARTNERS II L.P.
(Exact name of registrant as specified in its charter)
3 World Financial Center, 29th Floor, New York, NY 10285-2900,
(212) 526-3183, Attn.: Andre Anderson
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Depository Units of Limited Partnership Interests
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [X]
Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii)
Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(i)
Rule 12g-4(a)(2)(ii) Rule 12h-3(b)(2)(ii)
Rule 15d-6
Appropriate number of holders of record as of the certification or notice
date: 0. The General Partner of the Registrant has filed, with the Secretary of
State of the State of Delaware, a Certificate of Cancellation of the Certificate
of Limited Partnership of American Entertainment Partners II L.P. effective as
of December 31, 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934,
American Entertainment Partners II L.P. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
AMERICAN ENTERTAINMENT PARTNERS II L.P.
By: AEP Premiere Corporation II
General Partner
Date: February 1, 1999 By: /s/Michael T. Marron
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Michael T. Marron
President and Chief Financial Officer
