INLAND MORTGAGE INVESTORS FUND LP II
10-K/A, 1996-05-15
ASSET-BACKED SECURITIES
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<PAGE>
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                      No. 1

 [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>
 
 Item 8.  Financial Statements and Supplementary Data


   Reports not filed with Form 10-K:   financial statements of the underlying
   operating properties for each mortgage which exceed 20% of total assets.


                                      INDEX                             PAGE
                                      -----                             ----

 1549-71 Sherman, Evanston, Illinois:

   Independent Auditor's Report.....................................     3

   Statement of Operating Income and Expenses for the year ended
     December 31, 1995..............................................     4

   Notes to Statement of Operating Income and Expenses for the year
     ended December 31, 1995........................................     5







                                       -2-
<PAGE>
LOGO
     Wolf & Company LLP
      Certified Public Accountants



 
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



The Owner and Management
Sherman Avenue Property
1549-71 Sherman
Evanston, Illinois


We have audited the accompanying statement of operating income and expenses of
the SHERMAN AVENUE PROPERTY (1549-71 SHERMAN) for the year ended December 31,
1995.  The financial statement is the responsibility of the Property's
management.  Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit 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 statement is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement.  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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the results of operations of the Sherman Avenue Property
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.


                                    /s/ Wolf & Company LLP


Oak Brook, Illinois
May 9, 1996

                                      -3-
<PAGE>
                            SHERMAN AVENUE PROPERTY
                                1549-71 SHERMAN
                  STATEMENT OF OPERATING INCOME AND EXPENSES
                     For the Year Ended December 31, 1995



Operating revenues:
 Rental income                                                         $613,324
 Reimbursement of real estate taxes and insurance                         1,551
                                                                       --------
                                                                        614,875
                                                                       --------
Operating expenses:
 Office expense                                                           2,216
 Real estate taxes (Note 4)                                             129,535
 Depreciation                                                            84,368
 Management fees (Note 2)                                                29,827
 Leasing commissions                                                      1,505
 Utilities                                                               75,135
 Cleaning, maintenance and decorating                                    26,846
 Repairs                                                                  1,973
 Insurance                                                                5,758
 Advertising                                                                 93
 Legal                                                                       35
 Other operating expenses                                                 1,651
                                                                       --------
                                                                        358,942
                                                                       --------
  Operating income                                                      255,933
                                                                       --------
Other income (expense):
 Interest expense (Note 3)                                             (267,987)
 Other income                                                             6,412
 Amortization of loan costs                                              (7,115)
                                                                       --------
                                                                       (268,690)
                                                                       --------
  Net loss                                                             $(12,757)
                                                                       ========





                                      -4-
<PAGE>
 
                            SHERMAN AVENUE PROPERTY
                                1549-71 SHERMAN
                          NOTES TO FINANCIAL STATEMENT
                          ----------------------------



1.   Summary of Significant Accounting Policies
     ------------------------------------------

     Description of Property - The property consists of rental real estate which
     includes retail and office space in Evanston, Illinois.  At December 31,
     1995, there were a total of 32 rentable units.

     Description of Reporting Entity - The property is owned by an individual.
     As the income or loss from the property's operations is included in the
     individual's income tax return, no provision for income taxes is included
     herein.  Only income and expenses directly arising from the property's
     operations are included in this financial statement.

     Property and Depreciation - Building and improvements have been capitalized
     at cost and are being depreciated on a straight-line basis over useful
     lives of ten to forty years.  Personal property is being depreciated on a
     straight-line basis over a useful life of seven years.

     Leasing Commissions - Commissions paid to secure tenant leases are being
     amortized on a straight-line basis over the term of each lease.

     Financing Costs - One-time charges paid to secure the mortgage are
     amortized on a straight-line basis over the 10 year term of the mortgage.

     Rent Abatements - Rent abatements allowed tenants are being amortized on a
     straight-line basis over the term of each lease, in order to recognize
     income ratably over the lease term.

     Accounting Estimates - 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 revenues and expenses and disclosure of contingent assets and
     liabilities during the reporting period.  Actual results could differ from
     those estimates.

2.   Related Party Transactions
     --------------------------

     A tenant of the property provides management services to the property.
     Fees are five percent of rent collections and totalled $29,827 in 1995.
     Rental income from the management company in 1995 totalled $13,560.

3.   Interest Expense
     ----------------

     The property secures a mortgage with an outstanding balance of
     $2,528,799 at December 31, 1995.  Interest payments totaling $267,987
     were made for 1995.  The note will be adjusted to bear interest at
     3.5% over the yield of one-year U.S. Treasury Bills with a cap and
     floor of 14.5% and 9.5% per annum, respectively.

                                      -5-
<PAGE>
 
                            SHERMAN AVENUE PROPERTY
                                1549-71 SHERMAN
                          NOTES TO FINANCIAL STATEMENT
                          ----------------------------
 


4.   Real Estate Taxes
     -----------------

     Real estate taxes are paid by the property owner, with the exception
     of the property located at 1571 Sherman Avenue.  The tenant of this
     space is responsible for 100% of those real estate taxes, which
     approximated $78,500 for 1995.

                                      -6-
<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

                                   /S/ ROBERT D. PARKS

                             By:   Robert D. Parks
                                   Chairman of the Board
                                   and Chief Executive Officer
                             Date: May 13, 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

                                   /S/ ROBERT D. PARKS

                             By:   Robert D. Parks
                                   Chairman of the Board
                                   and Chief Executive Officer
                             Date: May 13, 1996

                                   /S/ MARK ZALATORIS

                             By:   Mark Zalatoris
                                   Vice President
                             Date: May 13, 1996

                                   /S/ CYNTHIA M. HASSETT

                             By:   Cynthia M. Hassett
                                   Principal Financial Officer
                                   and Principal Accounting Officer
                             Date: May 13, 1996

                                   /S/ DANIEL L. GOODWIN

                             By:   Daniel L. Goodwin
                                   Director
                             Date: May 13, 1996

                                   /S/ ROBERT H. BAUM
 
                             By:   Robert H. Baum
                                   Director
                             Date: May 13, 1996


                                      -7-


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