<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Fiscal Year Ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file #0-16783
Inland Mortgage Investors Fund, L.P.-II
(Exact name of registrant as specified in its charter)
Delaware 36-3495248
(State of organization) (I.R.S. Employer Identification Number)
2901 Butterfield Road, Oak Brook, Illinois 60521
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 708-218-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
(Title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable.
The Prospectus of the Registrant dated February 10, 1987, as supplemented to
date and filed pursuant to Rule 424(b) and 424(c) under the Securities Act of
1933 is incorporated by reference in Parts I, II and III of this Annual Report
on Form 10-K.
-1-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
TABLE OF CONTENTS
Part I Page
------ ----
Item 1. Business...................................................... 3
Item 2. Properties.................................................... 3
Item 3. Legal Proceedings............................................. 3
Item 4. Submission of Matters to a Vote of Security Holders........... 3
Part II
-------
Item 5. Market for the Partnership's Limited Partnership Units
and Related Security Holder Matters........................... 4
Item 6. Selected Financial Data....................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 6
Item 8. Financial Statements and Supplementary Data................... 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........................ 21
Part III
--------
Item 10. Directors and Executive Officers of the Registrant............ 21
Item 11. Executive Compensation........................................ 26
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................... 27
Item 13. Certain Relationships and Related Transactions................ 27
Part IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K................................................... 28
SIGNATURES............................................................. 29
-2-
<PAGE>
PART I
Item 1. Business
The Registrant, Inland Mortgage Investors Fund, L.P.-II (the "Partnership"), was
formed on December 24, 1986 pursuant to the Delaware Revised Uniform Limited
Partnership Act. On February 10, 1987, the Partnership commenced an offering of
40,000 Limited Partnership Units (the "Units") at $500 per Unit, pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933. The
Offering terminated on August 10, 1988, with total sales of 18,776.32 Units,
resulting in gross offering proceeds of $9,388,158, which does not include the
General Partner's contribution of $500. All of the holders of these Units were
admitted to the Partnership. The Partnership funded fifteen loans between
December 1987 and June 1992 utilizing $8,131,884 of capital proceeds collected,
net of participations. The Limited Partners of the Partnership share in the
benefits of ownership of the Partnership's mortgage receivable investments in
proportion to the number of Units held. Inland Real Estate Investment
Corporation is the General Partner.
The Partnership is engaged solely in the business of making and acquiring loans
collateralized by mortgages on improved, income producing properties. As of
December 31, 1995, the Partnership made and acquired fifteen mortgage loans in
or near Chicago, Illinois. The loans are being serviced by Inland Mortgage
Servicing Corporation, a subsidiary of the General Partner. The Partnership does
not segregate revenues or assets by geographic region, and such a presentation
would not be material to an understanding of the Partnership's business taken as
a whole.
The Partnership had no employees during 1995.
The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set forth in Item 11 below and Note (3) of the
Notes to Financial Statements (Item 8 of this Annual Report) to which reference
is hereby made.
Item 2. Properties
The Registrant owns no real properties.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during 1995.
-3-
<PAGE>
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related
Security Holder Matters
As of December 31, 1995, there were 789 holders of Units of the Partnership.
There is no public market for Units nor is it anticipated that any public market
for Units will develop. Reference is made to Item 6 below for a discussion of
cash distributions made to the Limited Partners.
The Partnership's Liquidity Plan is available to the Limited Partners. See
"Liquidity Plan" and "Distribution Reinvestment Plan", page 19 and pages 41-42,
respectively, of the Prospectus of the Partnership dated February 10, 1987,
which is incorporated herein by reference.
-4-
<PAGE>
Item 6. Selected Financial Data
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
For the years ended December 31, 1995, 1994, 1993, 1992 and 1991
(not covered by Report of Independent Accountants)
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Total assets........... $ 3,660,678 3,919,522 4,725,413 5,332,066 7,898,981
=========== ========== ========== ========== ==========
Total income........... $ 397,275 407,501 478,280 828,210 955,772
=========== ========== ========== ========== ==========
Net income............. $ 331,245 337,951 410,547 754,132 874,340
=========== ========== ========== ========== ==========
Net income allocated
to the one General
Partner Unit......... $ 12,782 10,149 21,332 33,637 42,104
=========== ========== ========== ========== ==========
Net income allocated
per Limited Partner
Unit (b)............. $ 16.96 17.46 20.73 38.37 44.32
=========== ========== ========== ========== ==========
Distributions to Limited
Partners from:
Operations............. 331,076 375,976 429,753 690,951 854,116
Repayment proceeds..... 260,833 768,027 562,984 2,592,104 617,198
---------- ----------- ---------- ---------- ----------
$ 591,909 1,144,003 992,737 3,283,055 1,471,314
=========== ========== ========== ========== ==========
Distributions per
Unit to Limited
Partners from (b):
Operations............. 17.63 20.02 22.89 36.80 45.49
Repayment proceeds..... 13.89 40.91 29.98 138.05 32.87
---------- ----------- ---------- ---------- ----------
$ 31.52 60.93 52.87 174.85 78.36
=========== ========== ========== ========== ==========
(a) The above selected financial data should be read in conjunction with the
financial statements and related notes and management's discussion (Items
7 and 8) appearing elsewhere in this Annual Report.
(b) The net income per Unit and distributions per Unit are based upon the
weighted average number of Units outstanding of 18,776.32.
-5-
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
On February 10, 1987, the Partnership commenced an Offering of 40,000 Limited
Partnership Units pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on August 10, 1988 with a total
of 18,776.32 Units being sold to the public at $500 per Unit resulting in
$9,388,158 gross offering proceeds which were received by the Partnership, which
does not include the General Partner's $500 contribution. The Partnership funded
fifteen loans between December 1987 and June 1992 utilizing $8,131,884 of
capital proceeds collected, net of participations. As of December 31, 1995
cumulative distributions to Limited Partners totaled $9,801,687. A total of
$5,725,926 of mortgage receivables has been repaid by borrowers, of which
$966,160 has been reloaned and $4,753,429 was repayment proceeds and principal
amortization distributed to Limited Partners and $6,337 was added to the working
capital reserve.
The source of future liquidity and distributions is expected to be through cash
generated by earnings from the Partnership's mortgage investments and through
the repayment of such investments. To the extent that cash flow is insufficient
to meet the minimum 7% annualized distribution to investors, as well as any
other financial needs, the Partnership may rely on Supplemental Capital
Contributions from the General Partner, advances from Affiliates of the General
Partner or other short term financing.
As of December 31, 1995, the Partnership had cash and cash equivalents of
$251,654. The Partnership intends to use such remaining funds to pay
distributions and for working capital requirements.
Results of Operations
Interest income on mortgage loans receivable decreased for the year ended
December 31, 1995, as compared to the year ended December 31, 1994, due to the
partial payoff of the loan collateralized by the Richton Park Shopping Center in
June 1994, the payoff of the loan collateralized by the property located at
9716-18 and 9806-12 Mayline in July 1995 and the partial paydowns of the loan
collateralized by the property located at 7432 Washington in the second and
third quarters of 1995. This decrease was partially offset as interest rates on
approximately 65% of the mortgage loan receivable portfolio adjusted upward in
late 1994 and early 1995 reflecting market conditions.
Interest income on mortgage loan receivables decreased for the year ended
December 31, 1994, as compared to the year ended December 31, 1993, as a result
of several factors. During 1993, interest rates on approximately 16% of the
mortgage receivable portfolio adjusted downward reflecting the market
conditions. Additionally, interest income on mortgage receivables decreased in
1994 due to the payoffs of the Kirchoff Road and Richmond/Belle Plaine loans in
January and August 1993, respectively and the partial payoff of the Richton Park
Shopping Center loan in June 1994.
-6-
<PAGE>
Interest on short-term investments increased for the years ended December 31,
1995 and 1994, as compared to the year ended December 31, 1993, as repayment
proceeds were temporarily invested.
Other income for the year ended December 31, 1993 includes a $2,644 prepayment
penalty on the payoff of the Richmond/Belle Plaine loan. In 1995, the
Partnership received $6,219 of late charge income.
The decrease in general and administrative expenses to Affiliates for the year
ended December 31, 1995, as compared to the year ended December 31, 1994, is due
to decreases in mortgage servicing fees and data processing expense.
General and administrative expenses to non-affiliates decreased for the years
ended December 31, 1995 and 1994, as compared to the year ended December 31,
1993, due to decreases in the Illinois Replacement Tax.
Inflation
The Partnership's right to additional interest in connection with certain
mortgage notes as described in Note (4) of the Notes to Financial Statements,
(Item 8 of this Annual Report) is intended to provide a hedge against the impact
of inflation. To date, the operations of the Partnership have not been
significantly affected by inflation.
-7-
<PAGE>
Item 8. Financial Statements and Supplementary Data
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Index
-----
Page
Report of Independent Accountants........................................ 9
Financial Statements:
Balance Sheets, December 31, 1995 and 1994............................. 10
Statements of Operations, for the years ended
December 31, 1995, 1994 and 1993..................................... 11
Statements of Partners' Capital, for the years ended
December 31, 1995, 1994 and 1993..................................... 12
Statements of Cash Flows, for the years ended
December 31, 1995, 1994 and 1993..................................... 13
Notes to Financial Statements.......................................... 14
Schedules not filed:
All schedules have been omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
1549-71 Sherman, Evanston, Illinois:
Report of Independent Certified Public Accountants*
Statement of Operating Income and Expenses for the year ended
December 31, 1995*
Notes to Statement of Operating Income and Expenses for the year ended
December 31, 1995*
* The Partnership will subsequently file these reports on or before
May 15, 1996.
-8-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Partners of Inland Mortgage
Investors Fund, L.P. - II
We have audited the financial statements of Inland Mortgage Investors Fund,
L.P. - II listed in the index on page 8 of this Form 10-K. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Inland Mortgage Investors Fund,
L.P. - II as of December 31, 1995 and 1994 and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1995
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 25, 1996
-9-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets
------
1995 1994
----------- -----------
<S> <C> <C>
Cash and cash equivalents (Note 1)................ $ 251,654 239,469
Accrued interest receivable....................... 30,569 51,224
Mortgage loans receivable (Note 4)................ 3,378,455 3,628,829
----------- -----------
Total assets.................................. $ 3,660,678 3,919,522
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accounts payable................................ $ 859 451
Due to affiliates (Note 3)...................... 3,778 200
Unearned income (Note 1)........................ 5,745 7,458
----------- -----------
Total liabilities............................. 10,382 8,109
----------- -----------
Partners' capital (Notes 1, 2 and 3):
General Partner:
Capital contribution.......................... 500 500
Cumulative net income......................... 246,371 233,589
Supplemental Capital Contribution............. 23,562 15,451
Supplemental distributions to Limited Partners (23,562) (15,451)
Cumulative cash distributions................. (240,740) (232,176)
----------- -----------
6,131 1,913
----------- -----------
Limited Partners:
Units of $500. Authorized 40,000
Units, 18,776.32 outstanding (net of
offering costs of $1,072,632, of which
$89,040 was paid to Affiliates)............. 8,315,526 8,315,526
Cumulative net income......................... 5,106,764 4,788,301
Supplemental Capital Contributions from
General Partner............................. 23,562 15,451
Cumulative cash distributions................. (9,801,687) (9,209,778)
----------- -----------
3,644,165 3,909,500
----------- -----------
Total Partners' capital....................... 3,650,296 3,911,413
----------- -----------
Total liabilities and Partners' capital........... $ 3,660,678 3,919,522
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-10-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Statements of Operations
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Income:
Interest and fees on mortgage
loans receivable (Note 4)....... $367,939 390,302 461,319
Interest on investments........... 23,117 17,199 14,305
Other income...................... 6,219 - 2,656
-------- -------- --------
397,275 407,501 478,280
-------- -------- --------
Expenses:
Professional services to
Affiliates...................... 14,209 15,901 13,613
Professional services to
non-affiliates.................. 20,687 20,688 19,931
General and administrative
to Affiliates................... 25,355 27,042 27,043
General and administrative
to non-affiliates............... 5,779 5,919 7,146
-------- -------- --------
66,030 69,550 67,733
-------- -------- --------
Net income.......................... $331,245 337,951 410,547
======== ======== ========
Net income allocated to (Note 2):
General Partner.................. $ 12,782 10,149 21,332
Limited Partners.................. 318,463 327,802 389,215
-------- -------- --------
Net income.......................... $331,245 337,951 410,547
======== ======== ========
Net income allocated to the one
General Partner Unit.............. $ 12,782 10,149 21,332
======== ======== ========
Net income allocated to Limited
Partners per weighted average
Limited Partnership Units of
18,776.32......................... $ 16.96 17.46 20.73
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
-11-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Statements of Partners' Capital
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
-------- ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1993.......... $ 8,372 5,313,772 5,322,144
Net income.......................... 21,332 389,215 410,547
Distributions to Partners
($52.87 per Limited Partnership
Unit based on Units of 18,776.32)
(Note 2).......................... (22,618) (992,737) (1,015,355)
-------- ---------- ----------
Balance at December 31, 1993........ 7,086 4,710,250 4,717,336
Net income.......................... 10,149 327,802 337,951
Supplemental Capital Contributions
made by the General Partner on
behalf of the Limited Partners.... - 15,451 15,451
Distributions to Partners
($60.93 per Limited Partnership
Unit based on Units of 18,776.32)
(Note 2).......................... (15,322) (1,144,003) (1,159,325)
-------- ---------- ----------
Balance at December 31, 1994........ 1,913 3,909,500 3,911,413
Net income.......................... 12,782 318,463 331,245
Supplemental Capital Contributions
made by the General Partner on
behalf of the Limited Partners.... - 8,111 8,111
Distributions to Partners
($31.52 per Limited Partnership
Unit based on Units of 18,776.32)
(Note 2).......................... (8,564) (591,909) (600,473)
-------- ---------- ----------
Balance at December 31, 1995........ $ 6,131 3,644,165 3,650,296
======== ========== ==========
</TABLE>
See accompanying notes to financial statements.
-12-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Statements of Cash Flows
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
-------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income........................ $331,245 337,951 410,547
Adjustments to reconcile net income
to net cash provided by
operating activities:
Unearned income................. (1,713) 498 (1,287)
Changes in assets and liabilities:
Accrued interest receivable... 20,655 (15,484) 48,348
Accounts payable.............. 408 (16) 467
Due to Affiliates............. 3,578 (450) (1,025)
-------- ---------- ----------
Net cash provided by operating
activities........................ 354,173 322,499 457,050
-------- ---------- ----------
Cash flows from investing activities:
Principal payments collected (net) 750,374 776,545 4,619,855
Principal payments on participations
and underlying mortgages........ (500,000) - (4,063,441)
-------- ---------- ----------
Net cash provided by investing
activities........................ 250,374 776,545 556,414
-------- ---------- ----------
Cash flows from financing activities:
Supplemental Capital Contribution. 8,111 15,451 -
Distributions paid................ (600,473) (1,159,325) (1,015,355)
-------- ---------- ----------
Net cash used in financing
activities........................ (592,362) (1,143,874) (1,015,355)
-------- ---------- ----------
Net increase (decrease) in cash
and cash equivalents.............. 12,185 (44,830) (1,891)
Cash and cash equivalents at
beginning of year................. 239,469 284,299 286,190
-------- ---------- ----------
Cash and cash equivalents at end of
year.............................. $251,654 239,469 284,299
======== ========== ==========
</TABLE>
See accompanying notes to financial statements.
-13-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993
(1) Organization and Basis of Accounting
Inland Mortgage Investors Fund, L.P.-II (the "Partnership"), was formed on
December 24, 1986, pursuant to the Delaware Revised Uniform Limited Partnership
Act to make or acquire loans collateralized by mortgages on improved, income
producing properties. On February 10, 1987, the Partnership commenced an
offering of 40,000 Limited Partnership Units ("Units") at $500 per Unit,
pursuant to a Registration Statement on Form S-11 under the Securities Act of
1933. The Offering terminated on August 10, 1988, with total sales of 18,776.32
Units, resulting in gross offering proceeds of $9,388,158, which does not
include the General Partner's contribution of $500. All of the holders of these
Units were admitted to the Partnership. Inland Real Estate Investment
Corporation is the General Partner.
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 periods.
Actual results could differ from those estimates.
Offering costs have been offset against the Limited Partners' capital accounts.
Loan assumption fees received are deferred as unearned income and amortized over
the remaining life of the related loan.
The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents and are carried at cost
which approximates fair value due to the short maturity of those instruments.
The Partnership sells participations in mortgage receivables which may yield the
Partnership a return which is greater than the return based on the stated
interest rate of the instrument. The differential between the stated rate and
the interest rate paid to the participant is recognized as income over the term
of the mortgage loan.
Interest income on mortgage loans receivable is accrued when earned. The accrual
of interest, on loans that are in default, is discontinued when, in the opinion
of the General Partner, the borrower has not complied with loan work-out
arrangements. Once a loan has been placed on a non-accrual status, all cash
received is applied against the outstanding loan balance until such time as the
borrower has demonstrated an ability to make payments under the terms of the
original or renegotiated loan agreement. The Partnership intends to pursue
collection of all amounts currently due from the borrowers.
-14-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
Disclosure of the estimated fair value of financial instruments is made in
accordance with the requirements of Statement of Financial Accounting Standards
No. 107, "Disclosures About Fair Value of Financial Instruments." The estimated
fair value amounts have been determined by using available market information
and appropriate valuation methodologies.
The fair value of the mortgage loans receivable and related mortgage interest
receivable is based upon contractual payments to be received and current market
interest rates for issuance of mortgage loans with similar terms and maturities.
The estimated fair value of the mortgage loans receivable at December 31, 1995
approximates their carrying value.
No provision for Federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership.
The Partnership records are maintained on the accrual basis of accounting in
accordance with generally accepted accounting principles ("GAAP"). The Federal
income tax return has been prepared from such records after making appropriate
adjustments to reflect the Partnership's accounts as adjusted for Federal income
tax reporting purposes. Such adjustments are not recorded on the records of the
Partnership. The net effect of these items is summarized as follows:
1995 1994
----------------------- --------------------
GAAP Tax GAAP Tax
Basis Basis Basis Basis
---------- --------- --------- --------
Total assets................ $3,660,678 3,660,678 3,919,522 3,919,522
Partners' capital:
General Partner........... 6,131 10,988 1,913 10,988
Limited Partners.......... 3,644,165 3,639,308 3,909,500 3,900,425
Net income (loss):
General Partner........... 12,782 621 10,149 (130)
Limited Partners.......... 318,463 330,624 327,802 338,081
Net income per Limited
Partnership Unit.......... 16.96 17.61 17.46 18.01
The net income per Limited Partnership Unit is based upon the weighted average
number of Units outstanding of 18,776.32.
-15-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
(2) Partnership Agreement
The Partnership Agreement defines the distribution of Operating Cash Flow. Such
Operating Cash Flow will be distributed 90% to the Limited Partners and 10% to
the General Partner. Of the 10% of Operating Cash Flow allocated to the General
Partner, one-half shall be subordinated to the Limited Partners' receipt of a
Cumulative Preferred Return of 11% per annum. Distributions of Loan Repayment
Proceeds will be distributed first to the Limited Partners in proportion to
their Participating Percentages until they have received an amount equal to
their Invested Capital plus any deficiency in the Cumulative Preferred Return.
Thereafter, any remaining Repayment Proceeds which are available for
distribution will be distributed 90% to the Limited Partners and 10% to the
General Partner.
The General Partner will be allocated net operating profits in an amount equal
to the greater of 1% of net operating profits or the amount of the General
Partner's distributive share of Operating Cash Flow, with the balance of such
net operating profits allocated to the Limited Partners. The General Partner
will be allocated net operating profits from repayments in an amount equal to
the General Partner's distributive share of Repayment Proceeds, with the balance
of such net operating profits allocated to the Limited Partners. Net operating
losses will be allocated 1% to the General Partner and 99% to the Limited
Partners.
(3) Transactions with Affiliates
The General Partner and its Affiliates are entitled to reimbursement for
salaries and expenses of employees of the General Partner and its Affiliates
relating to the administration of the Partnership. Such costs are included in
the professional services to Affiliates and general and administrative expenses
to Affiliates, of which $3,778 and $200 remained unpaid at December 31, 1995 and
1994, respectively.
Inland Mortgage Servicing Corporation, a subsidiary of the General Partner,
services the Partnership's mortgage loans receivable. Its services include
processing mortgage loan collections and escrow deposits and maintaining related
records. For these services, the Partnership is obligated to pay fees at an
annual rate equal to 1/4 of 1% of the outstanding mortgage loans receivable
balance of the Partnership. Such fees of $9,325 in 1995, $10,325 in 1994 and
$11,564 in 1993 have been incurred and paid to the subsidiary of the General
Partner and are included in the Partnership's general and administrative
expenses to Affiliates.
The General Partner is required to make Supplemental Capital Contributions, if
necessary, from time to time in sufficient amounts to allow the Partnership to
make distributions to the Limited Partners amounting to at least 7% per annum on
their Invested Capital. The cumulative amount of such Supplemental Capital
Contributions at December 31, 1995 is $23,562, all of which has been received
from the General Partner.
-16-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Mortgage Loans Receivable
Mortgage loans receivable are collateralized principally by first mortgages and
wrap mortgages on multi-family residential properties located in Chicago,
Illinois or its surrounding metropolitan area, except for the Evanston, Illinois
loan which is collateralized by a multi-use retail and office building and the
Richton Park, Illinois loan which is collateralized by a shopping mall. As
additional collateral, the Partnership holds assignments of rents and leases or
personal guarantees of the borrowers. Generally, the mortgage notes are payable
in equal monthly installments based on 20 or 30 year amortization periods.
Mortgage loans receivable consist of the following:
<TABLE>
<CAPTION>
Monthly Balance at
Interest Balloon P & I December 31,
Rate at Maturity at Payments ----------------------
Property Location 12/31/95 Date Maturity Prepayment (net) 1995 1994
- ------------------------ -------- ------- -------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1549-71 Sherman and (A) 10.620% October $1,579,079 60 days notice $ 16,337 $1,614,531 1,632,274
627 Grove, Evanston 1997 & 3% penalty
3900 Cornelia/ (B) 9.310% October 268,899 At any time 2,477 280,235 283,748
3508-10 Springfield, 1998 without penalty
Chicago
7409-13 Seeley, (C) 9.380% November 418,875 60 days notice 3,815 434,975 440,297
Chicago 1998 & 3% penalty
Richton Park Plaza, (D) 10.120% January 320,832 At any time 2,930 327,772 329,659
Richton Park 1999 without penalty
1881, 1885, 1889 (E) 10.900% March 522,253 60 days notice 5,349 546,485 552,194
Edgebrook, Chicago 2000 & 3% penalty
9716-18 and 9806-12 (F) 9.750% - - - - - 200,000
Mayline Avenue, Richmond
7432 Washington, (F) 10.000% July 174,457 At any time 1,454 174,457 190,657
Forest Park 2001 without penalty ---------- ----------
$3,378,455 3,628,829
========== ==========
</TABLE>
-17-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
(A) On March 24, 1989, in accordance with a pre-existing agreement, the
Partnership amended its Participation Agreements with Inland Mortgage
Corporation (IMC), a subsidiary of the General Partner, and an unaffiliated
third party participant in the loans collateralized by the Sherman and Grove
properties. The Partnership repurchased all of IMC's interest of $135,000 to
resell this interest to the unaffiliated third party participant. Upon
completion of the transaction the third party's total interest in the
$2,700,000 original loan amount was $985,000.
Terms of the November 1988 Participation Agreement were modified so that the
entire $985,000 participating interest earned interest at 11.55% per annum
through December 1989. On January 1, 1990 and each succeeding January 1, the
interest rate adjusts to 2.82% over the yield of one-year U.S. Treasury
Bills, with a cap of 13.75% and a floor of 8.75% per annum. The installments
were interest only until February 1990 and currently consist of principal
and interest (based on a 25 year amortization) with the final installment
due in October 1997.
(B) In August 1991, the loan collateralized by the property at 3900 Cornelia and
3510 Springfield was assumed by another borrower. The terms of the loan were
not changed by the assumption and the Partnership's approval of the new
borrower was required prior to the assumption. The Partnership received a
fee of 1% of the outstanding loan balance in connection with the assumption
which is being amortized and recognized as income over the remaining term of
the loan.
(C) In November 1988, the Partnership purchased this loan from Inland Mortgage
Corporation, a subsidiary of the General Partner. The cost of the loan was
$467,556, including the principal balance of $463,500 and accrued interest
of $4,056. This loan currently bears interest at the rate of 9.380% per
annum and adjusts annually to 3.75% above the One Year Treasury Constant
Maturity Average.
-18-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
(D) On May 23, 1989, the Partnership purchased a $1,095,000 interest in a first
mortgage loan funded originally on behalf of the Partnership by Inland
Mortgage Corporation (IMC), a subsidiary of the General Partner. The loan
was in the amount of $2,600,000 and was collateralized by a first mortgage
on the Richton Park Plaza Shopping Mall. The initial interest rate on the
loan was 11.21% and adjusted annually to 3% over the One Year Treasury
Constant Maturity Average beginning in January 1990. Payments adjusted
annually with the interest rate. The loan matured on January 1, 1994, at
which time the Partnership extended the maturity date of the loan. On June
30, 1994 the Partnership modified the loan and received $735,827 in
principal and accrued interest, as a result of the partial payoff of this
loan. Under the loan modification, the remaining principal balance of
$330,402 is collateralized by a second mortgage on the property and requires
principal and interest payments at the rate of 10% per annum with a final
balloon payment due January 1, 1999. The interest rate adjusts annually on
January 1st to three points over the One Year Treasury Constant Maturity
Average. The borrower has paid a $3,300 extension fee to the Partnership.
(E) The loan was funded in March 1990 for $566,160 and bears an interest rate
which adjusts annually after the fifth loan year to a rate equal to 3.5%
over the Federal Home Loan Bank 11th District Cost of Funds.
The Partnership had not received any payments on the $522,194 loan
collateralized by the properties at 1881, 1885 and 1889 Edgebrook since
August 1994. As a result of the default and negotiations with the borrower,
an affiliate of the General Partner began managing the properties during
October 1994. Monthly principal and interest payments on the loan were
$5,349. During 1995, a subsidiary of the General Partner obtained a deed in
lieu of foreclosure, brought the loan current and assumed responsibility for
future payments.
(F) In June 1992, the Partnership funded two $700,000 loans to refinance
existing mortgages owed to an Affiliate of the General Partner and sold a
$500,000 interest in each of the loans to Inland Mortgage Investors Fund
III, L.P. ("Participant"), which is another publicly registered partnership
sponsored by the General Partner. Therefore, the net funds invested by the
Partnership in each of the loans was $200,000. The loans have a fixed
interest rate and require monthly payments of interest only. The Partnership
will receive its percentage share of all such payments.
-19-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.-II
(a limited partnership)
Notes to Financial Statements
(continued)
In November 1994, the borrower on the loan collateralized by the property
located at 7432 Washington made a partial paydown on the mortgage. The
Partnership received $9,343, its proportionate share of the total paydown.
During 1995, the borrower on the loan collateralized by the property located
at 7432 Washington made additional partial paydowns on the mortgage. The
Partnership received $16,200, its proportionate share of the total paydowns.
In July 1995, the loan collateralized by the property located at 9716-18 and
9806-12 Mayline was prepaid by the borrower. The Partnership received
$200,704, its proportionate share of the total prepayment.
(5) Subsequent Events
In January 1996, the Partnership paid a distribution of $154,589, of which
$150,371 was distributed to Limited Partners, including $8,237 of repayment
proceeds, $62,000 of original working capital reserve and $80,134 of operating
cash flow.
-20-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no disagreements on accounting or financial disclosure during 1995.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership, Inland Real Estate Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed to acquire, own and operate real property, and
make and acquire loans collateralized by mortgages on improved, income producing
multi-family residential properties. The General Partner is a wholly-owned
subsidiary of The Inland Group, Inc. In 1990, Inland Real Estate Investment
Corporation became the replacement General Partner for an additional 301
privately-offered real estate limited partnerships syndicated by Affiliates. The
General Partner has responsibility for all aspects of the Partnership's
operations. The relationship of the General Partner to its Affiliates is
described under the caption "Conflicts of Interest" at pages 10 and 11 of the
Prospectus, incorporated herein by reference.
Officers and Directors
The officers, directors and key employees of The Inland Group, Inc. and its
Affiliates ("Inland") that are likely to provide services to the Partnership are
as follows:
Functional Title
Daniel L. Goodwin.......... Chairman and Chief Executive Officer
Robert H. Baum............. Executive Vice President-General Counsel
G. Joseph Cosenza.......... Senior Vice President-Acquisitions
Robert D. Parks............ Senior Vice President-Investments
Catherine L. Lynch......... Treasurer
Roberta S. Matlin.......... Assistant Vice President-Investments
Mark Zalatoris............. Assistant Vice President-Due Diligence
Patricia A. Challenger..... Vice President-Asset Management
Frances C. Panico.......... Vice President-Mortgage Corporation
Raymond E. Petersen........ Vice President-Mortgage Corporation
Paul J. Wheeler............ Vice President-Personal Financial Services Group
Cynthia M. Hassett......... Assistant Vice President-Partnership Accounting
Venton J. Carlston......... Assistant Controller
-21-
<PAGE>
DANIEL L. GOODWIN (age 52) is Chairman of the Board of Directors of The
Inland Group, Inc., a billion-dollar real estate and financial organization
located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest
property management firm in Illinois and one of the largest commercial real
estate and mortgage banking firms in the Midwest.
Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a
Director of the Continental Bank of Oakbrook Terrace. He was also Chairman of
the Bank Holding Company of American National Bank of DuPage. Currently he is
the President of Inland Mortgage Investment Corporation.
Mr. Goodwin has been in the housing industry for more than 25 years, and has
demonstrated a lifelong interest in housing-related issues. He is a licensed
real estate broker and a member of the National Association of Realtors. He has
developed thousands of housing units in the Midwest, New England, Florida, and
the Southwest. He is also the author of a nationally recognized reference book
for the management of residential properties.
Mr. Goodwin serves on the Board of the Illinois State Affordable Housing Trust
Fund for the past 6 years. He is an advisor for the Office of Housing
Coordination Services of the State of Illinois, and a member of the Seniors
Housing Committee of the National Multi-Housing Council. Recently, Governor
Edgar appointed him Chairman of the Housing Production Committee for the
Illinois State Affordable Housing Conference. He also served as a member of the
Cook County Commissioner's Economic Housing Development Committee, and he was
the Chairman of the DuPage County Affordable Housing Task Force. The 1992
Catholic Charities Award was presented to Mr. Goodwin for his work in addressing
affordable housing needs. The City of Hope designated him as the 1980's Man of
the Year for the Illinois construction industry. In 1989, the Chicago
Metropolitan Coalition on Aging presented Mr. Goodwin with an award in
recognition of his efforts in making housing more affordable to Chicago's Senior
Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin with an award, recognizing The Inland Group as the leading
corporate provider of transitional housing for the homeless people of DuPage
County.
Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's
and Master's Degrees from Illinois Universities. Following graduation, he taught
for five years in Chicago Public Schools. His commitment to education has
continued through his work with the Better Boys Foundation's Pilot Elementary
School in Chicago, and the development of the Inland Vocational Training Center
for the Handicapped located at Little City in Palatine, Illinois. He personally
established an endowment which funds a perpetual scholarship program for inner-
city disadvantaged youth. In 1990 he received the Northeastern Illinois
University President's Meritorious Service Award. Mr. Goodwin holds a Master's
Degree in Education from Northern Illinois University, and in 1986, he was
awarded an Honorary Doctorate from Northeastern Illinois University College of
Education. He served as a member of the Board of Governors of Illinois State
Colleges and Universities, and he is currently a trustee of Illinois Benedictine
College. He was elected Chairman of Northeastern Illinois University Board of
Trustees in January 1996.
-22-
<PAGE>
Mr. Goodwin served as a member of Governor Jim Edgar's Transition Team. In 1988
he received the Outstanding Business Leader Award from the Oak Brook Jaycees. He
also serves as the Chairman of the Illinois Speaker of the House of
Representatives Club, and has been the General Chairman of the National Football
League Players Association Mackey Awards for the benefit of inner-city youth. In
March 1994, he won the Excellence in Business Award from the DuPage Area
Association of Business and Industry. Additionally, he was honored by Little
Friends on May 17, 1995 for rescuing their Parent-Handicapped Infant Program
when they lost their lease last year, and on June 9, he received the 1995 March
of Dimes Birth Defects Foundation Life Achievement Award.
ROBERT H. BAUM (age 52) has been with Inland since 1968 and is one of the
four original principals. Mr. Baum is Vice Chairman and Executive Vice
President-General Counsel of The Inland Group, Inc. In his capacity as General
Counsel, Mr. Baum is responsible for the supervision of the legal activities of
The Inland Group, Inc. and its affiliates. This responsibility includes the
supervision of The Inland Law Department and serving as liaison with all outside
counsel. Mr. Baum has served as a member of the North American Securities
Administrators Association Real Estate Advisory Committee and as a member of the
Securities Advisory Committee to the Secretary of State of Illinois. He is a
member of the American Corporation Counsel Association, as well as a member of
several bar associations. Mr. Baum has been admitted to practice before the
Supreme Courts of the United States and the State of Illinois, as well as the
bars of several federal courts of appeals and federal district courts. He
received his B.S. Degree from the University of Wisconsin and his J.D. Degree
from Northwestern University School of Law. Mr. Baum has served as a director of
American National Bank of DuPage and is a member of the Governing Council of
Wellness House, a charitable organization that provides emotional support for
cancer patients and their families.
G. JOSEPH COSENZA (age 52) joined Inland in 1968. Mr. Cosenza, is a
director, Vice Chairman and Chief Executive Officer of the Inland Group Inc.
Mr. Cosenza oversees, coordinates and directs Inland's many enterprises and, in
addition, immediately supervises a staff of five persons who engage in property
acquisition. Mr. Cosenza has been a consultant to other real estate entities and
lending institutions on property appraisal methods. Mr. Cosenza received his
B.A. degree from Northeastern Illinois University and his M.S. degree from
Northern Illinois University. From 1967 to 1968, Mr. Cosenza taught at the
LaGrange School District in Hodgkins, and from 1968 to 1972, he served as
Assistant Principal and teacher in the Wheeling School District. He has been a
licensed real estate broker since 1968 and an active member of various national
and local real estate associations, including the National Association of
Realtors and the Urban Land Institute. Mr. Cosenza has also been Chairman of the
Board of American National Bank of DuPage and part owner of American National
Bank of DuPage and Burbank State Bank, and has served on the Board of Directors
of Continental Bank of Oakbrook Terrace.
-23-
<PAGE>
ROBERT D. PARKS (age 52) joined Inland in 1968. He is Director of The Inland
Group, Inc. and is President, Chairman and Chief Executive Officer of Inland
Real Estate Investment Corporation and is Director of Inland Securities
Corporation. Mr. Parks is responsible for the ongoing administration of existing
partnerships, corporate budgeting and administration for Inland Real Estate
Investment Corporation. He oversees and coordinates the marketing of all limited
partnership interests nationwide and has overall responsibility for the
portfolio management of all partnership investments and investor relations. Mr.
Parks received his B.A. degree from Northeastern Illinois University and M.A.
degree from the University of Chicago. He is a registered Direct Participation
Program Principal with the National Association of Securities Dealers, Inc., and
a licensed real estate broker. He is a member of the Real Estate Investment
Association and a member of the board of NAREIT.
CATHERINE L. LYNCH (age 37) joined Inland in 1989 and is the Treasurer of
Inland Real Estate Investment Corporation. Ms. Lynch is responsible for managing
the Corporate Accounting Department. Prior to joining Inland, Ms. Lynch worked
in the field of public accounting for KPMG Peat Marwick since 1980. She received
her B.S. degree in Accounting from Illinois State University. Ms. Lynch is a
Certified Public Accountant and a member of the American Institute of Certified
Public Accountants. She is registered with the National Association of
Securities Dealers as a Financial Operations Principal.
ROBERTA S. MATLIN (age 51) joined Inland in 1984 as Director of Investor
Administration and currently serves as Senior Vice President-Investments. Prior
to that, Ms. Matlin spent 11 years with the Chicago Region of the Social
Security Administration of the United States Department of Health and Human
Services. As Senior Vice President-Investments, she directs the day-to-day
internal operations of the General Partner. Ms. Matlin received her B.A. degree
from the University of Illinois. She is registered with the National Association
of Securities Dealers, Inc. as a General Securities Principal.
MARK ZALATORIS (age 38) joined Inland in 1985 and currently serves as Vice
President of Inland Real Estate Investment Corporation. His responsibilities
include the coordination of due diligence activities by selling broker/dealers
and is also involved with limited partnership asset management including the
mortgage funds. Mr. Zalatoris is a graduate of the University of Illinois where
he received a Bachelors degree in Finance and a Masters degree in Accounting and
Taxation. He is a Certified Public Accountant and holds a General Securities
License with Inland Securities Corporation.
PATRICIA A. CHALLENGER (age 43) joined Inland in 1985. Ms. Challenger serves
as Senior Vice President of Inland Real Estate Investment Corporation in the
area of Asset Management. As head of the Asset Management Department, she
develops operating and disposition strategies for all investment-owned
properties. Ms. Challenger received her bachelor's degree from George Washington
University and her master's from Virginia Tech University. Ms. Challenger was
selected and served from 1980-1984 as Presidential Management Intern, where she
was part of a special government-wide task force to eliminate waste, fraud and
abuse in government contracting and also served as Senior Contract Specialist
responsible for capital improvements in 109 government properties. Ms.
Challenger is a licensed real estate salesperson, NASD registered securities
sales representative and is a member of the Urban Land Institute.
-24-
<PAGE>
FRANCES C. PANICO (age 46) joined Inland in 1972 and is currently President
of Inland Mortgage Servicing Corporation. Ms. Panico oversees the operation of
loan services, which has a loan portfolio in excess of $612 million. She
previously supervised the origination, processing and underwriting of single-
family mortgages, and she packaged and sold mortgages to secondary markets. Ms.
Panico's other primary duties at Inland have included coordinating collection
procedures and overseeing the default analysis and resolution process. Ms.
Panico received her B.A. in Business and Communication from Northern Illinois
University in 1972.
RAYMOND E. PETERSEN (age 56) joined Inland in 1981. Mr. Petersen is
responsible for the selection and approval of all corporate and limited
partnership financing, as well as for the daily supervision of the commercial
lending activity of Inland Mortgage Corporation, where he is President. For the
six years prior to joining Inland, Mr. Petersen was affiliated with the mortgage
banking firm of Downs, Mohl Mortgage Corporation, serving as President and Chief
Executive Officer. Previously he was also associated with the mortgage banking
houses of B.B. Cohen & Company and Percy Wilson Mortgage and Finance
Corporation. Mr. Petersen's professional credentials include a B.A. degree from
DePaul University, senior membership in the National Association of Review
Appraisers, state license as a real estate broker and licensed securities
representative. Mr. Petersen was also a Director and Chairman of the Asset and
Liability Committee of American National Bank of Downers Grove.
PAUL J. WHEELER (age 43) joined Inland in 1982 and is currently the
President of Inland Property Sales, Inc. and President of Inland Securities
Corporation, Inland's broker/dealer. Mr. Wheeler received his B.A. degree in
Economics from DePauw University and an M.B.A. in Finance/Accounting from
Northwestern University. Mr. Wheeler is a Certified Public Accountant, a
licensed real estate broker and is registered with the National Association of
Securities Dealers, Inc. as a General Securities Principal. For three years
prior to joining Inland, Mr. Wheeler was Vice President/Finance at the real
estate brokerage firm of Quinlan & Tyson, Inc.
CYNTHIA M. HASSETT (age 37) joined Inland in 1983 and is a Vice President of
Inland Real Estate Investment Corporation. Ms. Hassett is responsible for the
Investment Accounting Department which includes all public partnership
accounting functions along with quarterly and annual SEC filings. Prior to
joining Inland, Ms. Hassett was on the audit staff of Altschuler, Melvoin and
Glasser since 1980. She received her B.S. degree in Accounting from Illinois
State University. Ms. Hassett is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.
VENTON J. CARLSTON (age 38) joined Inland in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate bookkeeping staff and is responsible for financial statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries. Prior to joining Inland, Mr. Carlston was a partnership accountant
with JMB Realty. He received his B.S. degree in Accounting from Southern
Illinois University. Mr. Carlston is a Certified Public Accountant and a member
of the American Institute of Certified Public Accountants and the Illinois CPA
Society. He is registered with the National Association of Securities Dealers,
Inc. as a Financial Operations Principal.
-25-
<PAGE>
Item 11. Executive Compensation
The General Partner is entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, as described under
the caption "Cash Distributions" and a share of profits or losses as described
under the caption "Allocation of Profits and Losses" of the Prospectus.
The Partnership is permitted to engage in various transactions involving
Affiliates of the General Partner of the Partnership, as described under the
captions "Compensation and Fees" at pages 8 and 9, "Conflicts of Interest" at
pages 10 and 11 of the Prospectus and at pages A-9 through A-17 of the
Partnership Agreement, included as an exhibit to the Prospectus, which is hereby
incorporated herein by reference. The relationship of the General Partner (and
its directors and officers) to its Affiliates is set forth above in Item 10.
The General Partner may be reimbursed for salaries and direct expenses of
employees of the General Partner and its Affiliates for the administration of
the Partnership. In 1995, costs relating to such services were $30,239, of which
$3,778 was unpaid at December 31, 1995.
A subsidiary of the General Partner earned mortgage servicing fees of $9,325 in
1995, in connection with servicing the Partnership's mortgage loans receivable.
-26-
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Liquidity Plan (page 19 of the Prospectus of the Partnership dated
February 10, 1987, which is incorporated herein by reference) owns the
following Units of the Partnership as of December 31, 1995:
Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
-------------- ----------------- ------------
Limited Partnership 4,814.63 Units, Directly 25.64%
Units
(b) The officers and directors of the General Partner of the Partnership own as
a group the following Units of the Partnership as of December 31, 1994:
Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
-------------- ----------------- -------------
Limited Partnership One Unit Directly Less than 1%
Units
No officer or director of the General Partner of the Partnership possesses a
right to acquire beneficial ownership of Units of the Partnership.
All of the outstanding shares of the General Partner of the Partnership are
owned by an Affiliate of its officers and directors as set forth above in
Item 10.
(c) There exists no arrangement, known to the Partnership, the operation of
which may at a subsequent date result in a change in control of the
Partnership.
Item 13. Certain Relationships and Related Transactions
There were no significant transactions or business relationships with the
General Partner, Affiliates or their management other than those described in
Items 10 and 11 above and Note (3) of the Notes to Financial Statements (Item 8
of this Annual Report).
-27-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The Financial Statements listed in the index on page 8 of this Annual
Report are filed as part of this Annual Report.
(b) Exhibits. The following documents are filed as part of this Report:
3 Amended and Restated Agreement of Limited Partnership and Certificate
of Limited Partnership, included as Exhibits A and B to the Prospectus
dated February 10, 1987, as supplemented, are incorporated herein by
reference thereto.
28 Prospectus dated February 10, 1987, as supplemented, included in
post-effective Amendment No. 2 to Form S-11 Registration Statement,
File No. 33-11110, is incorporated herein by reference thereto.
(c) Financial Statement Schedules:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the Financial
Statements or related notes.
(d) Reports on Form 8-K
None
No Annual Report or proxy material for the year 1995 has been sent to the
Partners of the Partnership. An Annual Report will be sent to the Partners
subsequent to this filing and the Partnership will furnish copies of such report
to the Commission when it is sent to the Partners.
-28-
<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.
INLAND MORTGAGE INVESTORS FUND, L.P.-II
Inland Real Estate Investment Corporation
General Partner
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
By: Inland Real Estate Investment Corporation
General Partner
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1996
By: Mark Zalatoris
Vice President
Date: March 28, 1996
By: Cynthia M. Hassett
Principal Financial Officer
and Principal Accounting Officer
Date: March 28, 1996
By: Daniel L. Goodwin
Director
Date: March 28, 1996
By: Robert H. Baum
Director
Date: March 28, 1996
-29-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 251,654
<SECURITIES> 0
<RECEIVABLES> 3,409,024
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 282,223
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,660,678
<CURRENT-LIABILITIES> 10,382
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,650,296
<TOTAL-LIABILITY-AND-EQUITY> 3,660,678
<SALES> 0
<TOTAL-REVENUES> 397,275
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 66,030
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 331,245
<INCOME-TAX> 0
<INCOME-CONTINUING> 331,245
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 331,245
<EPS-PRIMARY> 16.96
<EPS-DILUTED> 16.96
</TABLE>
