VANGUARD REAL ESTATE FUND II
8-K, 1996-01-22
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------


                                    FORM 8-K

                                 CURRENT REPORT

         PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  December 22, 1995

Vanguard Real Estate Fund II, A Sales-Commission-Free Income Properties Fund
(Exact name of the registrant as specified in its character)

Massachusetts                       0-17656                23-2482429
- -------------                       -------                ----------
(State of other jurisdiction        (Commission            (IRS Employer
of incorporation)                   File Number)           Identification No.)


Vanguard Financial Center, Malvern, PA                                19355
- ----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code (610) 669-1000
<PAGE>   2

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page No.
<S>                                                                     <C>
Cover Page............................................................         -
Index.................................................................         1
                                                                              
ITEM                                                                          
                                                                              
NO.                                                                           
                                                                              
Item 1.  Change in Control of Registrant..............................         2
Item 2.  Acquisition or Disposition of Assets.........................         2
Item 3.  Bankruptcy or Receivership...................................         2
Item 4.  Changes in Registrant's Certifying Accountant................         2
Item 5.  Other Events.................................................         2
Item 6.  Resignation of Registrant's Directors........................         2
Item 7.  Financial Statements and Exhibits............................         2
Item 8.  Change in Fiscal Year........................................         2
                                                                              
                                                                              
                                                                              
Signatures............................................................         3
</TABLE>
                                                                             
                                       1
<PAGE>   3
Item 1.  Change in Control of Registrant

         None

Item 2.  Acquisition or Disposition of Assets

         None

Item 3.  Bankruptcy or Receivership

         None

Item 4.  Changes in Registrant's Certifying Accountant

         None

Item 5.  Other Events

On December 22, 1995, Vanguard Real Estate Fund II (the "Fund") sold the
remaining four buildings in its Penn Warner Industrial Portfolio ("Penn Warner")
located in Bucks County, Pennsylvania for a contract price of $4,885,000. In
connection with the sale, the Fund received net proceeds of approximately
$4,620,000 after expenses associated with the sale. Penn Warner's carrying value
as of the date of the transaction was approximately $4,393,000. In accordance
with the terms of the advisory agreement between the Fund and Aldrich, Eastman
and Waltch (AEW), the Fund incurred a disposition fee of approximately $70,000,
representing 1.5% of the contract price less selling costs. The Fund also, at
closing, paid a brokerage commission of $122,000.

In 1989, the Fund invested $11,218,000 to acquire this industrial complex, which
initially consisted of six, single-story buildings. Two of these buildings (the
Beitel and Heucotech Buildings) were sold in the latter part of 1994 for net
proceeds of $2,668,000.

Item 6.  Resignation of Registrant's Directors

         None

Item 7.  Financial Statements and Exhibits

         None

Item 8.  Change in Fiscal Year

         None


                                       2
<PAGE>   4
                                   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.

                          Vanguard Real Estate Fund II,
                 A Sales-Commission-Free Income Properties Fund

DATE: January 9, 1996                           BY: /s/ Ralph K. Packard
     --------------------------                    -----------------------------
                                                   Ralph K. Packard
                                                   Vice President and Controller


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