FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended by 34-32231, eff. 6/3/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
Commission file number 0-17689
CLOVER INCOME PROPERTIES II, L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2811188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 West Park Avenue
Merchantville, New Jersey 08109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 662-1116
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 .
CLOVER INCOME PROPERTIES II, L.P.
BALANCE SHEET
(Unaudited)
ASSETS
September 30,
1996
CASH $ 90,098
OTHER ASSETS 11,900
INVESTMENT IN THE WILLOWBROOK JOINT
VENTURE, at market 18,218
TOTAL ASSETS $120,216
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES
Accrued expenses $ 15,356
PARTNERS' CAPITAL (DEFICIT)
General partner 86,934
Limited partners 17,926
Total partners' capital 104,860
TOTAL LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) $120,216
The accompanying notes are an integral part of these financial statements.
CLOVER INCOME PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES
Interest income $ 23,779 $ 869 $ 26,737 $ 2,849
Total revenues 23,779 869 26,737 2,849
EXPENSES
Amortization -- 6,108 -- 18,326
Professional services 8,619 43,695 28,280 57,393
General and administrative 3,182 377 5,620 12,991
Total expenses 11,801 50,180 33,900 88,710
SHARE OF INCOME FROM THE
WILLOWBROOK JOINT VENTURE 84,493 16,603 156,407 110,893
NET INCOME (LOSS) $ 96,471 $(32,708) $149,244 $ 25,032
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 5.54 $ (1.85) $ 8.53 $ 1.42
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES II, L.P.
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance (Deficit) at January 1, 1996 $ 88,587 $ 4,120,259 $ 4,208,846
Partners' distributions, $245.75
per limited partnership unit (1,671) (4,251,559) (4,253,230)
Net income 18 149,226 149,244
Balance (Deficit) at September 30, 1996 $ 86,934 $ 17,926 $ 104,860
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
1996 1995
OPERATING ACTIVITIES
Interest received $ 26,737 $ 2,849
Distributions received from The Willowbrook
Joint Venture 156,407 110,893
Cash paid for operating expenses (49,943) (69,237)
Net cash provided by operating activities 133,201 44,505
INVESTING ACTIVITIES
Distributions received from the Willowbrook
Joint Venture 3,979,046 130,478
FINANCING ACTIVITIES
Partners' distributions (4,253,230) (177,608)
NET DECREASE IN CASH (140,983) (2,625)
CASH, beginning of period 231,081 209,407
CASH, end of period $ 90,098 $ 206,782
The accompanying notes are an integral part of these financial statements.
CLOVER INCOME PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
1996 1995
RECONCILIATION OF NET INCOME TO CASH
PROVIDED BY OPERATING ACTIVITIES
Net income $ 149,244 $ 25,032
ADJUSTMENTS
Amortization -- 18,326
Income from investment in the Willowbrook
Joint Venture (156,407) (110,893)
Distributions received from the Willowbrook
Joint Venture 156,407 110,893
Increase in other assets (11,900) --
Decrease in accounts payable -- (3,625)
Decrease in accrued expenses (4,143) --
Decrease in other receivables -- 6,772
Decrease in due to affiliates -- (2,000)
Total adjustments (16,043) 19,473
Net cash provided by operating activities $ 133,201 $ 44,505
The accompanying notes are an integral part of these financial statements.
CLOVER INCOME PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(Unaudited)
Readers of this quarterly report should refer to the Clover Income Properties
II, L.P. ("Partnership") audited financial statements as of December 31, 1995,
as certain footnote disclosures which would substantially duplicate those
contained in such audited financial statements have been omitted from this
report.
1.INVESTMENT IN THE WILLOWBROOK JOINT VENTURE:
On December 17, 1987, the Partnership acquired a 50% interest in The Willowbrook
Joint Venture (the "Joint Venture") for $6,450,000. The Joint Venture owned the
Willowbrook Apartments, a 299-unit mid-rise apartment complex located in
Baltimore, Maryland.
On April 8, 1992, the Partnership and Clover Income Properties, L.P.("CIP"), an
affiliated partnership, consummated an agreement which was effective April 1,
1992, with Clover Income Properties III, L.P., ("CIP III"), an affiliated
partnership, pursuant to which CIP III acquired an interest in the Joint
Venture. The Partnership reduced its interest from 50% to 42.91% and received a
distribution of $1,100,000 from the Joint Venture, of which $1,000,000 was
distributed to the limited partners in April 1992.
On February 7, 1996, the Joint Venture, Berwind Properties Group, Inc.
("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery" and with
Berwind the "Buyers"), executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of The Willowbrook Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase the
Willowbrook Apartments for the purchase price of $9,850,000. The Sale was
contingent upon the approval of the holders of more than 50% of the outstanding
units of limited partnership interest in the Partnership and the holders of more
than 50% of the outstanding units of limited partnership interest in each of CIP
and CIP III. Such approval was obtained and the sale of Willowbrook Apartments
was closed on July 23, 1996.
As a result of the sale of The Willowbrook Apartments, all assets of the Joint
Venture will be liquidated. Approximately $9,200,000 of the sale proceeds were
distributed to its owners (the Partnership, CIP, and CIP III).
Once the Joint Venture has been liquidated, the limited partnership will then
liquidate the net assets, distribute the proceeds to the owners and be
dissolved.
Due to the sale of the Willowbrook Apartments and the anticipated liquidation of
the Partnership, the Partnership has reflected its investment in the Joint
Venture and the related deferred acquisition fees at the lower of cost or
market. At September 30, 1996, the General Partner believes that cost
approximates market value. At September 30, 1996, the Partnership's investment
in the Joint Venture and the related deferred acquisition fees were not
impaired.
1.INVESTMENT IN THE WILLOWBROOK JOINT VENTURE (CONTINUED):
A summary of the Joint Venture's financial statements is as follows:
Nine Months
Ended September 30,
1996
Current assets $ 46,824
Total assets $ 46,824
Current liabilities $ 4,352
Capital -
Clover Income Properties, L.P. (307,570)
Clover Income Properties II, L.P. (307,570)
Clover Income Properties III, L.P. 657,612
Total liabilities and capital $ 46,824
Revenues $ 1,204,993
Expenses 1,184,187
Gain on sale of investment property 343,694
Net income $ 364,500
The Joint Venture made distributions from operations to the Partnership in the
amount of $187,733 during the first nine months of 1996. The Joint Venture also
distributed to the Partnership $3,947,720 from the proceeds of the sale of
Willowbrook Apartments.
The Investment in The Willowbrook Joint Venture, at market of $18,218, includes
the Partnership's capitalization ($325,788) on the sale of 14.18% of its
interest in the Joint Venture before the deduction of $10,758 in expenses
relating to the sale and the write-off of 14.18% of the unamortized deferred
costs ($63,587) related to the initial acquisition of the Joint Venture interest
by the Partnership. Therefore, the amount of the investment, at market,
reflected here does not correspond to the Partnership's capital account balance
in the Joint Venture.
2.GENERAL:
The financial statements reflect all adjustments which are, in the opinion of
the General Partner, necessary for a fair statement of the results for the
interim period presented. Such adjustments are of a normal recurring nature.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
THE WILLOWBROOK JOINT VENTURE
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
September 30,
1996
<S> <C>
CURRENT ASSETS
Cash $ 46,824
Total current assets 46,824
TOTAL ASSETS $ 46,824
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accrued expenses $ 4,352
Total current liabilities 4,352
PARTNERS' CAPITAL
Clover Income Properties, L.P. (307,570)
Clover Income Properties II, L.P. (307,570)
Clover Income Properties III, L.P. 657,312
Total partners' capital 42,472
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 46,824
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES:
Rental income $ 132,840 $ 503,225 $1,169,284 $1,500,565
Other income 3,683 8,778 29,964 22,395
Interest income 5,562 318 5,745 848
Total revenues 142,085 512,321 1,204,993 1,523,808
EXPENSES:
Depreciation 31,832 128,253 289,254 384,759
Operating expenses
(including affiliate
transactions of $114
and $16,977 for the
three and nine months
ended September 30, 1995) 228,735 343,144 828,139 873,438
Professional services 28,305 2,231 66,794 7,179
Total expenses 288,872 473,628 1,184,187 1,265,376
Gain on sale of investment
property 343,694 -- 343,694 --
NET INCOME $ 196,907 $ 38,693 $ 364,500 $ 258,432
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Clover Clover Clover
Income Income Income
Properties Properties Properties
L.P. II, L.P. III, L.P. Total
<S> <C> <C> <C> <C>
Balance - January 1, 1996 $ 3,671,476 $ 3,671,476 $ 1,972,520 $ 9,315,472
Net income 156,407 156,407 51,686 364,500
Partners' distributions (4,135,453) (4,135,453) (1,366,594) (9,637,500)
Balance at September 30, 1996 $ (307,570) $ (307,570) $ 657,612 $ 42,472
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES:
Cash received from rentals $ 1,167,975 $1,495,670
Other income received 29,964 22,395
Interest income received 5,745 848
Security deposits paid 34,868 11,729
Cash paid for operating expenses (756,658) (973,304)
Net cash provided by operating
activities 481,894 557,338
INVESTING ACTIVITIES
Proceeds from sale of property 9,420,776 --
Cash paid for investment property (33,547) (41,279)
Net cash provided by (used in)
investing activities 9,387,229 (41,279)
FINANCING ACTIVITIES
Repayment of Note to affiliate (326,293) --
Partners' distributions (9,637,500) (562,500)
Net cash used in financing activities (9,963,793) (562,500)
NET DECREASE IN CASH (94,670) (46,441)
Cash, beginning of period 141,494 146,687
Cash, end of period $ 46,824 $ 100,246
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
RECONCILIATION OF NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES
NET INCOME $ 364,500 $ 258,432
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 289,254 384,759
Gain on sale of property (343,694) --
Decrease in cash held for security deposits 34,780 11,729
Decrease (increase) in prepaid expenses 113,871 (72,088)
Decrease (increase) in rents receivable 2,544 (5,989)
Increase in other assets (2,906) --
Decrease in accounts payable (9,711) (17,447)
Increase in accrued expenses 35,214 4,215
Increase (decrease) in security deposits 1,895 (7,406)
(Decrease) increase prepaid rents (3,853) 1,094
Increase in due to affiliates -- 39
Total adjustments 117,394 298,906
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 481,894 $ 557,338
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
Readers of this quarterly report should refer to The Willowbrook Joint Venture's
("Joint Venture") audited financial statements as of December 31, 1995, as
certain footnote disclosures which would substantially duplicate those contained
in such audited financial statements have been omitted from this report.
1. INVESTMENT PROPERTY HELD FOR SALE:
On December 17, 1987, the Joint Venture acquired the Willowbrook Apartments, a
mid-rise apartment complex comprising 299 apartment units contained in eight
five-story buildings. The complex is located in Baltimore, Maryland.
On February 7, 1996, the Joint Venture, Berwind Properties Group, Inc.
("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery" and with
Berwind, the "Buyers") executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of The Willowbrook Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase The
Willowbrook Apartments for a purchase price of $9,850,000. The Sale was
contingent upon the approval by a majority of the limited partners of the
Partnership, CIP, and CIP III. Such approval was obtained and the Sale of the
Willowbrook Apartments was closed on July 23, 1996.
2. TRANSACTIONS WITH AFFILIATES:
Effective February 21, 1995, NPI-CL Management, L.P. ("NPI") which is
unaffiliated with C.I.P. II Management Corporation ("General Partner"), replaced
an affiliate of the General Partner as Property Manager. Until this time, as
compensation for property management services performed by an affiliate of the
Partners with respect to the Property, the affiliate was entitled to a
management fee in an amount not to exceed 5% of gross revenues. On January 19,
1996, the stockholders of National Property Investors, Inc. sold all of their
issued and outstanding stock to IFGP Corporation, an affiliate of Insignia
Financial Group, Inc.
The general partners of the Partnership, CIP, and CIP III and their affiliates
were entitled to reimbursement for administrative services rendered to the Joint
Venture and direct expenses of operations and goods and services used by and for
the Joint Venture. For the nine months ended September 30, 1995, $4,227 of such
costs were incurred by the Joint Venture. Property management fees of $12,750
were incurred and paid for the nine months ended September 30, 1995, to Clover
Financial Corporation ("Clover"), an affiliate of the General Partner. During
the nine months ended September 30, 1996, there were no transactions with
affiliates.
Subsequent to the sale of the Willowbrook Apartments, the Willowbrook Joint
Venture paid to Clover and its affiliates, $326,293 for reimbursable costs of
$7,161 and accrued property management fees of $319,132. The payment of such
amounts was made from the proceeds of the Sale of the Willowbrook Apartments.
3. GENERAL:
The financial statements reflect all adjustments which are, in the opinion of
the joint venture partners, necessary for a fair statement of results for the
interim periods presented. Such adjustments are of a normal recurring nature.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition, Liquidity and Capital Resources
The Partnership's only remaining interest in real estate is a 42.91% interest in
the Willowbrook Joint Venture, a joint venture which owned the Willowbrook
Apartments.
On February 7, 1996, the Willowbrook Joint Venture, Berwind Property Group, Inc.
("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery", and with
Berwind, the "Buyers") executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of Willowbrook Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase The
Willowbrook Apartments for a purchase price of $9,850,000. The Sale was
contingent upon the approval of the holders of more than 50% of the outstanding
Units and the holders of more than 50% of the outstanding units of limited
partnership interest in each of CIP and CIP III. Such approval was obtained and
the sale of Willowbrook Apartments was closed on July 23, 1996.
On September 30, 1996, the Partnership had cash on hand of $90,098 as compared
to $231,081 on December 31, 1995. These funds will be utilized for working
capital needs and for the termination and dissolution of the Partnership.
The Partnership's net cash flow from operations was $133,201 for the nine months
ended September 30, 1996, as compared to $44,505 for the same period in 1995.
The increase in net cash flow from operations is primarily the result of a
decrease in cash paid for operating activities, an increase in interest received
and an increase in distributions received from the Joint Venture.
The Joint Venture's net cash flow from operations was $481,894 for the nine
months ended September 30, 1996, compared to $557,338 for the same period in
1995. The decrease in cash flow from operations over the period was due to the
sale of Willowbrook Apartments in July 1996.
Cash distributions by the Partnership to the partners during the nine months
ended September 30, 1996, totaled $4,253,230. Of the total amount, $4,251,559
was distributed to the Limited Partners and $1,671 was distributed to the
General Partner.
As of September 30, 1996, the Partnership had paid all outstanding amounts owed
to Clover and its affiliates. The Partnership has no outstanding amounts owed
to Clover and its affiliates and the Partnership made no payments to Clover and
its affiliates during the nine months ended September 30, 1996.
The Joint Venture paid $326,293 to Clover and its affiliates, including $7,161
for reimbursable costs and $319,132 for accrued property management fees. These
payments were made from the proceeds of the sale of the Willowbrook Apartments.
Effective February 21, 1995, the General Partner and certain of its affiliates
entered into an agreement with NPI-CL Management L.P. ("NPI"), an entity
unaffiliated with the Partnership or its General Partner, pursuant to which NPI
began providing day-to-day asset management services for the Partnership as well
as property management services for the Joint Venture. NPI is an affiliate of
National Property Investors, Inc. On January 19, 1996, the stockholders of
National Property Investors, Inc. sold all of their issued and outstanding stock
to IFGP Corporation, an affiliate of Insignia Financial Group, Inc.
Results of Operations
Three and Nine Months Ended September 30, 1996 vs. September 30, 1995
PARTNERSHIP REVENUES DO NOT INCLUDE THE REVENUES FROM THE WILLOWBROOK
APARTMENTS.
The Partnership earned interest income of $23,779 and $26,737 for the three and
nine month periods ended September 30, 1996, compared to $869 and $2,849 for the
same periods in 1995. The increase in interest income is primarily due to the
interest earned on the $3,947,720 in distributions received from the Joint
Venture from the proceeds of the sale of Willowbrook Apartments.
The Partnership's net income for the three and nine month periods ended
September 30, 1996, was $96,471 and $149,244 compared to a net loss of $32,708
and net income of $25,032 for the same periods in 1995. The increase in net
income over the prior periods is primarily the result of the increase in the
Partnership's share of income from the Willowbrook Joint Venture which resulted
from an increase in net income at Willowbrook due to a $343,694 gain on the sale
of Willowbrook.
Rental income for the Willowbrook Apartments, as operated by The Willowbrook
Joint Venture for the three and nine month periods ended September 30, 1996, was
$132,840 and $1,169,284 compared to $503,225 and $1,500,565 for the same periods
in 1995. Other income for the three and nine month periods ended September 30,
1996, was $3,683 and $29,964 compared to $8,778 and $22,395 for the same periods
in 1995. Interest income for the three and nine month periods ended September
30, 1996, was $5,562 and $5,745 compared to $318 and $848 for the same periods
in 1995. The increase in interest income is primarily due to the interest
earned on the net proceeds of the sale of the Willowbrook Apartments. The
decrease in rental income is primarily the result of the sale of Willowbrook
Apartments in July 1996. The increase in other income was due to an increase in
miscellaneous charges to tenants, including late fees and utility reimbursements
during the second quarter of 1996.
The average effective rental rates for the Willowbrook Apartments through the
date of the sale in July 1996, was $4,278. The average occupancy for the
Willowbrook was 95%.
Operating expenses for the Willowbrook Apartments for the three and nine month
periods ended September 30, 1996, was $228,735 and $828,139 compared to $343,144
and $873,438 for the same periods in 1995. The decrease in operating expenses
over the 1995 periods is primarily the result of the sale of Willowbrook
Apartments in July 1996.
The Joint Venture's income after depreciation for the three and nine month
periods ended September 30, 1996, was $196,907 and $364,500 compared to $38,693
and $258,432 for the same periods in 1995. The increase in income after
depreciation in 1996 is primarily the result of the $343,694 gain on the sale of
Willowbrook Apartments.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On June 1, 1996, the General Partner submitted three separate proposals to the
Limited Partners. The first proposal ("Willowbrook Sale Proposal") was to
approve the specific sale of the Willowbrook Apartments to Berwind Property
Group, Inc. and First Montgomery Properties, Ltd. (the "Buyers"), pursuant to
the terms of an Agreement of Sale between the Willowbrook Joint Venture (the
"Joint Venture") and the Buyers entered into on February 7, 1996, as amended,
for a purchase price of $9,850,000 (the "Sale"). The second proposal
("Willowbrook Alternative Sale Proposal") would authorize the sale of
Willowbrook to another buyer ("Alternative Sale"), if approved by the General
Partner. An Alternative Sale would be authorized if the Sale was approved, but
was not completed for any reason. The third proposal ("Willowbrook Financing
Proposal") was to authorize the Joint Venture, on or before December 31, 1997,
to borrow up to $7,000,000 (the "Loan") and to grant a non-recourse, first
priority mortgage and security interest on the Willowbrook Apartments as
security for the Loan, if the Sale was not approved or was not completed. A
special meeting of the Limited Partners of each of the three partnerships was
held on June 28, 1996.
The unit holders of the Partnership voted on the proposals as follows:
<TABLE>
<CAPTION>
In Favor Opposed Abstained No Response
<S> <C> <C> <C> <C>
Willowbrook Sale Proposal 64.41% 0.65% 1.19% 33.75%
Willowbrook Alternative Sale Proposal 62.26% 2.35% 1.64% 33.75%
Willowbrook Financing Proposal 48.86% 12.83% 4.56% 33.75%
</TABLE>
The unit holders of Clover Income Properties, L.P. voted on the proposals as
follows:
<TABLE>
<CAPTION>
In Favor Opposed Abstained No Response
<S> <C> <C> <C> <C>
Willowbrook Sale Proposal 66.11% 0.29% 0.47% 33.13%
Willowbrook Alternative Sale Proposal 62.65% 2.96% 1.26% 33.13%
Willowbrook Financing Proposal 41.74% 21.09% 4.04% 33.13%
</TABLE>
The unit holders of Clover Income Properties III, L.P. voted on the proposals as
follows:
<TABLE>
<CAPTION>
In Favor Opposed Abstained No Response
<S> <C> <C> <C> <C>
Willowbrook Sale Proposal 58.64% 0.55% 0.30% 40.51%
Willowbrook Alternative Sale Proposal 57.26% 1.34% 0.89% 40.51%
Willowbrook Financing Proposal 44.99% 11.72% 2.78% 40.51%
</TABLE>
The Willowbrook Sale Proposal and the Willowbrook Alternative Sale Proposal were
adopted by the requisite majority vote of the Limited Partners of each of the
Partnership, CIP, and CIP III. The Willowbrook Financing Proposal was not
adopted.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27, financial date schedule, is filed as a exhibit to this report.
b) Reports on Form 8-K: None during the three months ended September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLOVER INCOME PROPERTIES II, L.P.
By: C.I.P. II MANAGEMENT CORPORATION
By: /s/Donald N. Love
Donald N. Love, President
By: /s/Stanley E. Borucki
Stanley E. Borucki, Treasurer
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Clover
Income Properties II L.P. 1996 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000818671
<NAME> CLOVER INCOME PROPERTIES II L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 90,098
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 120,216
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 104,860
<TOTAL-LIABILITY-AND-EQUITY> 120,216
<SALES> 0
<TOTAL-REVENUES> 26,737
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 149,244
<EPS-PRIMARY> 8.53
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
