HIGH INCOME ADVANTAGE TRUST II
N-30D, 1994-09-28
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<PAGE>   1
 
                         HIGH INCOME ADVANTAGE TRUST II
                             Two World Trade Center
                            New York, New York 10048
 
DEAR SHAREHOLDER:
- --------------------------------------------------------------------------------
 
     The fiscal year ended July 31, 1994 began on a positive note, with the
high-yield bond market benefiting from the lower interest rate environment, as
well as from continuing improvement in corporate credit quality. This
credit-quality improvement, which was driven by the economic recovery as well as
corporate refinancing and deleveraging activity, helped to boost the underlying
values of most high-yield issues.
 
     In sharp contrast, the second half of the Trust's fiscal year was
disappointing for all fixed-income markets, including the high-yield market.
Questions concerning the strength of the economy, inflation prospects, interest
rate levels and possible Federal Reserve Board actions created an uncomfortable
level of uncertainty for the financial markets. High-yield investors, worried
about rising interest rates and possible further tightening moves by the Federal
Reserve Board, were not immune to the fixed-income market's volatility.
 
     The high-yield bond market's weakness during the first half of the year was
reflected in High Income Advantage Trust II's performance for the six-month
period ended July 31, 1994, the Trust's total return was -4.65 percent, based on
its closing market price on the New York Stock Exchange (NYSE) of $6.25 per
share. Based on its net asset value (NAV) of $6.31 per share on July 31, 1994,
the Trust's total return for the six-month period was -6.26 percent. For the
fiscal year ended July 31, 1994, the Trust's total return was 0.90 percent,
based on the closing NYSE market price per share quoted above and 6.11 percent,
based on the NAV quoted above.
 
     As of July 31, 1994, the Trust's net assets exceeded $224 million. Over the
past six months, the Trust continued to distribute regular income dividends at a
rate of $0.0525 per share per month. For the 12-month period, income dividends
totaled approximately $0.70 per share, including an extra income dividend of
$0.0725 per share paid on December 23, 1993.
 
INVESTMENT STRATEGY
 
     The Trust began 1994 positioned defensively. Rising U.S. Treasury security
yields had begun to reduce the relative attractiveness of high-yield securities,
narrowing their yield advantage. In addition, given the high-yield market's
strength early in the year, attractively priced discount issues were becoming
more difficult to find. In light of this, the Trust positioned nearly half of
its assets in very defensive, high coupon, short duration paper, which helped to
cushion the Trust during the market's first quarter decline.
 
     The Trust became a buyer during the early part of the second quarter, as a
correction pushed the market back to more attractive levels. Despite the fact
that corporate credit quality in most cases remained strong, B-rated issues
could then be purchased at 12 percent to 13 percent yield levels, versus the 10
percent levels that existed earlier in the year and at significant discounts to
par (face) value. As of the end of the reporting period, the high-yield market,
as well as the bond market in general, remained weak.
<PAGE>   2
 
MARKET OUTLOOK
 
     Given our outlook for slower, but continued growth in the economy, we find
today's B-rated issues (now yielding more than 600 basis points, six percent,
over U.S. Treasuries and trading at steep discounts) offer excellent long-term
return potential. Over the near term, we expect continued volatility in the
financial markets as investors attempt to assess the economy's strength, the
level of interest rates and possible Federal Reserve Board actions. However,
despite this possible short-term weakness, we consider today's high-yield market
to be an attractive long-term opportunity for investors. Current issues provide
an exceptionally large yield advantage over U.S. Treasury securities, with the
opportunity for substantial capital appreciation if the high-yield market
rebounds.
 
     We would like to remind you that the Trustees have approved a procedure
whereby the Trust, when appropriate, may repurchase shares in the open market or
in privately negotiated transactions at a price not above market value or net
asset value, whichever is lower at the time of purchase.
 
     We thank you for your continued support of High Income Advantage Trust II,
and look forward to continuing to serve your investment needs.
 
                                          Very truly yours,
 
                                          Charles A. Fiumefreddo
                                          Chairman of the Board
<PAGE>   3
 
HIGH INCOME ADVANTAGE TRUST II
PORTFOLIO OF INVESTMENTS July 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 Principal
Amount (in                       Coupon     Maturity
thousands)                        Rate        Date        Value
- -----------                      ------     --------   ------------
<C>         <S>                  <C>        <C>        <C>
CORPORATE BONDS (82.3%)
AEROSPACE (2.6%)
  $ 6,000   Sabreliner Corp.
             (Series B).......... 12.50 %    4/15/03   $  5,760,000
                                                       ------------
AIRLINES (3.7%)
   10,000   GPA Delaware,
             Inc. ...............  8.75     12/15/98      8,300,000
                                                       ------------
AUTOMOTIVE (2.6%)
    1,000   Doehler-Jarvis,
             Inc. ............... 11.875     6/ 1/02        997,500
    2,500   Envirotest Systems
             Corp. ..............  9.625     4/ 1/03      2,368,750
    2,500   Harvard Industries,
             Inc. ............... 12.00      7/15/04      2,512,500
                                                       ------------
                                                          5,878,750
                                                       ------------
CABLE & TELECOMMUNICATIONS (1.4%)
    3,500   Marcus Cable Co. .... 11.875    10/ 1/05      3,228,750
                                                       ------------
COMPUTER EQUIPMENT (3.6%)
    7,500   Unisys Corp. ........ 13.50 *    7/ 1/97      8,156,250
                                                       ------------
CONSUMER PRODUCTS (1.9%)
    2,500   J.B. Williams
             Holdings,
             Inc.- 144A**........ 12.50 *    3/ 1/04      2,431,250
    5,000   Revlon Worldwide
             Corp. (Series B)....  0.00      3/15/98      1,925,000
                                                       ------------
                                                          4,356,250
                                                       ------------
CONTAINERS (1.1%)
    5,000   Ivex Holdings Corp.
             (Series B).......... 13.25 ++   3/15/05      2,500,000
                                                       ------------
ELECTRICAL & ALARM SYSTEMS (1.5%)
    5,000   Mosler, Inc. ........ 11.00      4/15/03      3,275,000
                                                       ------------
ENTERTAINMENT, GAMING & LODGING (16.2%)
    2,500   Belle Casino,
             Inc. - 144A**....... 12.00     10/15/00      1,250,000
    7,500   Fair Lanes,
             Inc.(b)............. 11.875     8/15/97      5,442,225
    1,000   Fitzgeralds Gaming
             Corp. - 144A**...... 13.00 *    3/15/96        900,000
    5,225   Hollywood Casino
             Corp. .............. 14.00      4/ 1/98      5,643,000
    5,000   Motels of America,
             Inc. - 144A**....... 12.00      4/15/04      4,825,000
    7,816   Spectravision,
             Inc. ............... 11.65 +   12/ 1/02      3,908,000
    5,000   Treasure Bay Gaming &
             Resort,
             Inc. - 144A**....... 12.25     11/15/00      4,350,000
    5,000   Trump Castle Funding,
             Inc. ............... 11.75     11/15/03      3,350,000
    9,534   Trump Plaza Holding
             Assoc. ............. 12.50 +    6/15/03      6,769,371
                                                       ------------
                                                         36,437,596
                                                       ------------
 
<CAPTION>
 Principal
Amount (in                       Coupon     Maturity
thousands)                        Rate        Date        Value
- -----------                      ------     --------   ------------
<C>         <S>                  <C>        <C>        <C>
FOOD & BEVERAGES (2.8%)
  $ 2,394   Envirodyne
             Industries, Inc. ... 10.25 %   12/ 1/01   $  2,070,810
   11,000   Specialty Foods
             Acquisition Corp.
             (Series B).......... 13.00 ++   8/15/05      4,180,000
                                                       ------------
                                                          6,250,810
                                                       ------------
HOME BUILDING (1.1%)
    2,500   Presley Cos.,
             Inc. ............... 12.50      7/ 1/01      2,462,500
                                                       ------------
INDUSTRIAL (0.0%)
    2,500   Starcraft Corp. ..... 16.50      1/15/98             25
                                                       ------------
MANUFACTURING (6.4%)
    5,000   Berry Plastics Corp.
             (Units)............. 12.25      4/15/04      5,150,000
    7,500   MS Essex Holdings,
             Inc. ............... 16.00 ++   5/15/04      6,900,000
    2,500   Uniroyal Technology
             Corp. .............. 11.75      6/ 1/03      2,406,250
                                                       ------------
                                                         14,456,250
                                                       ------------
MANUFACTURING -- DIVERSIFIED (3.2%)
    5,000   Interlake Corp. ..... 12.125     3/ 1/02      4,775,000
    2,500   J.B. Poindexter,
             Inc. ............... 12.50      5/15/04      2,462,500
                                                       ------------
                                                          7,237,500
                                                       ------------
OIL & GAS (6.5%)
    3,000   Deeptech
             International,
             Inc. ............... 12.00     12/15/00      2,985,000
    5,000   Empire Gas Corp.
             (Units).............  7.00 ++   7/15/04      3,925,000
    7,600   Presidio Oil Co.
             (Series B).......... 14.125***  7/15/02      7,676,000
                                                       ------------
                                                         14,586,000
                                                       ------------
PAPER & FOREST PRODUCTS (2.4%)
    5,500   Fort Howard Corp. ... 14.125++  11/ 1/04      5,362,500
                                                       ------------
PUBLISHING (3.3%)
    5,000   Affiliated Newspapers
             Inv., Inc. ......... 13.25 ++   7/ 1/06      2,600,000
    4,800   BFP Holdings,
             Inc. - 144A**....... 13.50 ++   4/15/04      2,412,000
    2,500   Garden State
             Newspapers, Inc. ... 12.00      7/ 1/04      2,493,750
                                                       ------------
                                                          7,505,750
                                                       ------------
RESTAURANTS (7.2%)
   10,000   American Restaurant
             Group Holdings,
             Inc. ............... 14.00 ++  12/15/05      4,900,000
    5,000   Carrols Corp. ....... 11.50      8/15/03      4,725,000
    7,500   Flagstar Corp. ...... 11.25     11/ 1/04      6,468,750
                                                       ------------
                                                         16,093,750
                                                       ------------
</TABLE>
<PAGE>   4
 
HIGH INCOME ADVANTAGE TRUST II
PORTFOLIO OF INVESTMENTS July 31, 1994 (continued)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 Principal
Amount (in                       Coupon     Maturity
thousands)                        Rate        Date        Value
- -----------                      ------     --------   ------------
<C>         <S>                  <C>        <C>        <C>
RETAIL (6.7%)
  $ 5,000   Cort Furniture Rental
             Corp. .............. 12.00 %    9/ 1/00   $  4,950,000
    5,000   County Seat Stores,
             Co. ................ 12.00     10/ 1/01      4,950,000
    5,000   Thrifty Payless
             Holdings, Inc. ..... 12.25      4/15/04      5,062,500
                                                       ------------
                                                         14,962,500
                                                       ------------
RETAIL -- FOOD CHAINS (4.6%)
    2,500   Food 4 Less Holdings,
             Inc. ............... 15.25 ++  12/15/04      1,800,000
   50,500   Grand Union Capital
             Corp. (Series A)....  0.00      1/15/07      3,787,500
    5,000   Purity Supreme, Inc.
             (Series B).......... 11.75      8/ 1/99      4,725,000
                                                       ------------
                                                         10,312,500
                                                       ------------
TEXTILES -- APPAREL MANUFACTURER (3.0%)
    7,524   JPS Textiles Group,
             Inc. ............... 10.85      6/ 1/99      6,771,600
                                                       ------------
TRANSPORTATION (0.5%)
    1,000   Trans Ocean Container
             Corp. .............. 12.25      7/ 1/04      1,010,000
                                                       ------------
            TOTAL CORPORATE BONDS
            (IDENTIFIED COST $203,925,338)..........    184,904,281
                                                       ------------
U.S. GOVERNMENT OBLIGATION (5.6%)
   12,500   U.S. Treasury Note
             (Identified Cost
             $12,755,468)........ 12.625     8/15/94     12,537,109
                                                       ------------
</TABLE>
<TABLE>
<CAPTION>
 Number of
  Shares
- -----------
<C>          <S>                                         <C>
COMMON STOCKS(A) (6.9%)
AUTOMOTIVE (1.4%)
   227,500   Harvard Industries, Inc. (Class B)........     3,156,563
                                                         ------------
BUILDING & CONSTRUCTION (2.2%)
   240,267   USG Corp.(c)..............................     5,045,607
                                                         ------------
COMPUTER EQUIPMENT (0.4%)
   222,958   Memorex Telex Corp. (ADR)(c)..............       829,135
                                                         ------------
CONSUMER PRODUCTS (0.4%)
   662,521   Triton Group, Ltd.(c) ....................       869,559
                                                         ------------
 
<CAPTION>
 Number of
  Shares                                                    Value
- -----------                                              ------------
<C>          <S>                                         <C>
ENTERTAINMENT, GAMING & LODGING (0.3%)
     5,000   Motels of America, Inc. - 144A**..........  $    350,000
    67,051   Spectravision, Inc. (Class B).............       134,102
     5,210   Trump Taj Mahal Holding Corp. (Class A)...       153,695
                                                         ------------
                                                              637,797
                                                         ------------
FOOD & BEVERAGE (0.0%)
   105,000   Specialty Foods Acquisition
              Corp. - 144A**...........................       105,000
                                                         ------------
INDUSTRIAL (0.0%)
        91   Norther n Holdings Corp.(c) -- 144A**.....             1
                                                         ------------
MANUFACTURING - DIVERSIFIED (1.8%)
   396,350   Thermadyne Holdings Corp.(c)..............     3,963,500
                                                         ------------
PUBLISHING (0.2%)
     5,000   Affiliated Newspapers Inv., Inc. .........       125,000
    38,400   BFP Holdings, Inc. - 144A**...............       326,400
                                                         ------------
                                                              451,400
                                                         ------------
RESTAURANT (0.1%)
    10,000   American Restaurant Group
              Holdings, Inc. - 144A**..................       210,000
                                                         ------------
RETAIL (0.1%)
    95,000   Thrifty Payless Holdings, Inc. (Class
              C).......................................       285,000
                                                         ------------
             TOTAL COMMON STOCKS
             (IDENTIFIED COST $44,699,109).............    15,553,562
                                                         ------------
</TABLE>
 
<TABLE>
<CAPTION>
 Number of                                  Expiration
 Warrants                                      Date
- -----------                                 -----------
<C>           <S>                           <C>            <C>
WARRANTS(A) (1.0%)
AEROSPACE (0.1%)
     6,000    Sabreliner Corp. ..........      4/15/03           108,000
                                                           -------------
BUILDING & CONSTRUCTION (0.5%)
   100,306    USG Corp.(c)...............      5/ 5/98         1,128,442
                                                           -------------
CONTAINERS (0.1%)
     5,000    Crown Packaging Holdings,
               Ltd. - 144A**.............     10/15/03           225,000
                                                           -------------
ENTERTAINMENT, GAMING & LODGING (0.2%)
     2,500    Belle Casino,
               Inc. - 144A**.............     10/15/03           175,000
     3,263    Casino America, Inc. ......     11/15/96             3,263
     1,000    Fitzgeralds Gaming
               Corp. - 144A**............      3/15/99            65,588
    25,000    Treasury Bay Gaming &
               Resorts, Inc. - 144A**....     11/15/98           150,000
       200    Trump Plaza Holding
               Assoc. ...................      6/18/96           140,000
                                                           -------------
                                                                 533,851
                                                           -------------
</TABLE>
<PAGE>   5
 
HIGH INCOME ADVANTAGE TRUST II
PORTFOLIO OF INVESTMENTS July 31, 1994 (continued)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 Number of                                  Expiration
 Warrants                                      Date            Value
- -----------                                 -----------    -------------
<C>           <S>                           <C>            <C>
MANUFACTURING (0.0%)
    25,000    Uniroyal Technology
               Corp......................      6/ 1/03     $      68,750
                                                           -------------
RETAIL (0.1%)
     5,000    County Seat Holdings
               Co. ......................     10/15/98            65,000
   165,000    New Cort Holdings Corp. ...      9/ 1/98           247,500
                                                           -------------
                                                                 312,500
                                                           -------------
RETAIL -- FOOD CHAIN (0.0%)
    17,327    Purity Supreme, Inc. - 144A**    8/ 6/97               866
                                                           -------------
              TOTAL WARRANTS
              (IDENTIFIED COST $1,475,049).............        2,377,409
                                                           -------------
</TABLE>
 
<TABLE>
<CAPTION>
 Principal
Amount (in
thousands)                                                     Value
- -----------                                                -------------
<C>           <S>                           <C>            <C>
COMMERCIAL PAPER(D) (2.2%)
AUTOMOTIVE FINANCE (2.2%)
  $  4,865    Ford Motor Credit Co. 4.201% due 8/1/94
               (Amortized Cost $4,865,000).............    $   4,865,000
                                                           -------------
TOTAL INVESTMENTS
 (IDENTIFIED COST $267,719,964)(E).......         98.0%      220,237,361
CASH AND OTHER ASSETS
 IN EXCESS OF LIABILITIES................           2.0        4,443,827
                                            -----------    -------------
NET ASSETS...............................        100.0%     $224,681,188
                                              ==========   ===============
</TABLE>
 
- ---------------
ADR -- American Depository Receipt
  * Adjustable rate. Rate shown is the rate in effect at July 31, 1994.
 ** Resale is restricted to qualified institutional investors.
 *** Base interest rate is 13.25%, additional interest if any, is linked to the
     Gas Index. Rate shown is the rate in effect at July 31, 1994.
  + Payment in kind securities.
 ++ Currently zero coupon bond and will pay interest at the rate shown at a
    future specified date.
 (a) Non-income producing security.
 (b) Non-income producing, issuer in bankruptcy.
 (c) Acquired through exchange offer.
 (d) Commercial paper was purchased on a discount basis. The interest rate shown
     has been adjusted to reflect a bond equivalent yield.
 (e) The aggregate cost for federal income tax purposes is $268,000,374; the
     aggregate gross unrealized appreciation is $5,526,764 and the aggregate
     gross unrealized depreciation is $53,289,777, resulting in net unrealized
     depreciation of $47,763,013.
 
                       See Notes to Financial Statements
<PAGE>   6
 
HIGH INCOME ADVANTAGE TRUST II
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                        <C>
STATEMENT OF ASSETS AND LIABILITIES
July 31, 1994
- -----------------------------------------
ASSETS:
Investments in securities, at value
  (identified cost $267,719,964).........  $ 220,237,361
Cash.....................................          1,986
Receivable for:
  Interest...............................      5,123,038
  Investments sold.......................      1,499,082
Prepaid expenses and other assets........         17,053
                                           -------------
        TOTAL ASSETS.....................    226,878,520
                                           -------------
LIABILITIES:
Payable for:
  Investments purchased..................      1,852,500
  Investment management fee (Note 2).....        173,329
Accrued expenses (Note 3)................        171,503
                                           -------------
        TOTAL LIABILITIES................      2,197,332
                                           -------------
NET ASSETS:
Paid-in-capital..........................    344,428,742
Accumulated net realized loss on
  investments............................    (75,946,747)
Net unrealized depreciation on
  investments............................    (47,482,603)
Accumulated undistributed net investment
  income.................................      3,681,796
                                           -------------
        NET ASSETS.......................  $ 224,681,188
                                           =============
NET ASSET VALUE PER SHARE,
  35,611,307 shares outstanding
  (unlimited authorized shares of $.01
  par value).............................          $6.31
                                                   -----
                                                   -----
STATEMENT OF OPERATIONS
For the year ended July 31, 1994
- -----------------------------------------
INVESTMENT INCOME:
 INTEREST INCOME.........................  $  27,076,170
                                           -------------
 EXPENSES
  Investment management fee (Note 2).....      1,806,552
  Transfer agent fees and expenses (Note
    3)...................................        192,905
  Professional fees......................         91,249
  Shareholder reports and notices........         52,844
  Custodian fees.........................         40,870
  Registration fees......................         31,810
  Trustees' fees and expenses (Note 3)...         29,461
  Organizational expenses (Note 1).......          1,216
  Other..................................         15,916
                                           -------------
    TOTAL EXPENSES.......................      2,262,823
                                           -------------
      NET INVESTMENT INCOME..............     24,813,347
                                           -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (NOTE 1):
  Net realized loss on investments.......    (19,165,908)
  Net change in unrealized depreciation
    on
    investments..........................      9,011,697
                                           -------------
    NET LOSS ON INVESTMENTS..............    (10,154,211)
                                           -------------
      NET INCREASE IN NET ASSETS
        RESULTING FROM OPERATIONS........  $  14,659,136
                                           =============
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                   For the               For the
                                                                                 year ended            year ended
                                                                                July 31, 1994         July 31, 1993
                                                                             -------------------    -----------------
<S>                                                                          <C>                    <C>
INCREASE (DECREASE) IN NET ASSETS:
  Operations:
    Net investment income..................................................     $  24,813,347         $  27,329,742
    Net realized loss on investments.......................................       (19,165,908)           (4,075,639)
    Net change in unrealized depreciation on investments...................         9,011,697            15,177,573
                                                                             -------------------    -----------------
        Net increase in net assets resulting from operations...............        14,659,136            38,431,676
  Dividends to shareholders from net investment income.....................       (25,016,824)          (32,501,092)
  Net decrease from transactions in shares of beneficial interest (Note
    4).....................................................................                --              (174,651)
                                                                             -------------------    -----------------
        Total increase (decrease)..........................................       (10,357,688)            5,755,933
NET ASSETS:
  Beginning of period......................................................       235,038,876           229,282,943
                                                                             -------------------    -----------------
  END OF PERIOD (including undistributed net investment income of
   $3,681,796 and $3,885,273, respectively)................................     $ 224,681,188         $ 235,038,876
                                                                             ===================    =================
</TABLE>
 
                       See Notes to Financial Statements
<PAGE>   7
 
HIGH INCOME ADVANTAGE TRUST II
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1.  ORGANIZATION AND ACCOUNTING POLICIES -- High Income Advantage Trust II (the
"Trust") is registered under the Investment Company Act of 1940, as amended, as
a diversified, closed-end management investment company. The Trust was organized
as a Massachusetts business trust on July 7, 1988 and commenced operations on
September 30, 1988.
 
     The following is a summary of significant accounting policies:
 
     A. Valuation of Investments -- (1) an equity security listed or traded on
     the New York or American Stock Exchange is valued at its latest sale price
     on that exchange prior to the time when assets are valued (if there were no
     sales that day, the security is valued at the latest bid price); (2) all
     other portfolio securities for which over-the-counter market quotations are
     readily available are valued at the latest available bid price prior to the
     time of valuation; (3) when market quotations are not readily available,
     portfolio securities are valued at their fair value as determined in good
     faith under procedures established by and under the general supervision of
     the Trustees; (4) certain of the Trust's portfolio securities may be valued
     by an outside pricing service approved by the Trustees. The pricing service
     utilizes a matrix system incorporating security quality, maturity and
     coupon as the evaluation model parameters, and/or research and evaluations
     by its staff, including review of broker-dealer market price quotations, in
     determining what it believes is the fair valuation of the portfolio
     securities value by such pricing service; and (5) short-term debt
     securities having a maturity date of more than sixty days are valued on a
     mark-to-market basis, that is, at prices based on market quotations for
     securities of a similar type, yield, quality and maturity, until sixty days
     prior to maturity and thereafter at amortized cost. Short-term debt
     securities having a maturity date of sixty days or less at the time of
     purchase are valued at amortized cost.
 
     B. Accounting for Investments -- Security transactions are accounted for on
     the trade date (date the order to buy or sell is executed). Realized gains
     and losses on security transactions are determined on the identified cost
     method. In computing net investment income, the Trust does not amortize
     premiums or accrue discounts on fixed income securities, except those
     original issue discounts for which amortization is required for federal
     income tax purposes. Dividend income is recorded on the ex-dividend date.
     Interest income is accrued daily except where collection is not expected.
 
     C. Repurchase Agreements -- The Trust's custodian takes possession on
     behalf of the Trust of the collateral pledged for investments in repurchase
     agreements. It is the policy of the Trust to value the underlying
     collateral daily on a mark-to-market basis to determine that the value,
     including accrued interest, is at least equal to the repurchase price plus
     accrued interest. In the event of default of the obligation to repurchase,
     the Trust has the right to liquidate the collateral and apply the proceeds
     in satisfaction of the obligation.
 
     D. Federal Income Tax Status -- It is the Trust's policy to comply with the
     requirements of the Internal Revenue Code applicable to regulated
     investment companies and to distribute all of its taxable income to its
     shareholders. Accordingly, no federal income tax provision is required.
<PAGE>   8
 
HIGH INCOME ADVANTAGE TRUST II
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
 
     E. Dividends and Distributions to Shareholders -- The Trust records
     dividends and distributions to its shareholders on the ex-dividend date.
     The amount of dividends and distributions from net investment income and
     net realized capital gains are determined in accordance with federal income
     tax regulations which may differ from generally accepted accounting
     principles. These "book/tax" differences are either considered temporary or
     permanent in nature. To the extent these differences are permanent in
     nature, such amounts are reclassified within the capital accounts based on
     their federal tax-basis treatment; temporary differences do not require
     reclassification. Dividends and distributions which exceed net investment
     income and net realized capital gains for financial reporting purposes but
     not for tax purposes are reported as dividends in excess of net investment
     income or distributions in excess of net realized capital gains. To the
     extent they exceed net investment income and net realized capital gains for
     tax purposes, they are reported as distributions of paid-in-capital.
 
     F. Organizational Expenses -- The Trust's Investment Manager paid
     organizational expenses of the Trust in the amount of $36,000. The Trust
     reimbursed the Investment Manager for these expenses which were fully
     amortized as of September 30, 1993.
 
2.  INVESTMENT MANAGEMENT AGREEMENT -- Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Trust pays the Investment Manager a monthly management fee, calculated weekly,
by applying the following annual rates to the Trust's average weekly net assets:
0.75% of the portion of the average weekly net assets not exceeding $250
million; 0.60% to the portion of average weekly net assets exceeding $250
million but not exceeding $500 million; 0.50% to the portion of average weekly
net assets exceeding $500 million but not exceeding $750 million; 0.40% to the
portion of average weekly net assets exceeding $750 million but not exceeding $1
billion; and 0.30% to the portion of average weekly net assets exceeding $1
billion.
 
     Under the terms of the Agreement, in addition to managing the Trust's
investments, the Investment Manager maintains certain of the Trust's books and
records and furnishes, at its own expense, office space, facilities, equipment,
clerical, bookkeeping and certain legal services and pays the salaries of all
personnel, including officers of the Trust who are employees of the Investment
Manager. The Investment Manager also bears the cost of telephone services, heat,
light, power and other utilities provided to the Trust.
 
3.  SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and proceeds from sales of portfolio securities, excluding short-term
investments, for the year ended July 31, 1994 aggregated $258,766,999 and
$260,143,608, respectively, including purchases and sales of U.S. Government
securities of $23,298,828 and $18,009,375, respectively.
 
     Dean Witter Trust Company, an affiliate of the Investment Manager, is the
Trust's transfer agent. At July 31, 1994, the Trust had transfer agent fees and
expenses payable of approximately $28,000.
 
     On April 1, 1991, the Trust established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Trust who will
have served as an independent Trustee for at least five years at the time of
retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension costs for
the year ended July 31, 1994, included in Trustees' fees and expenses in the
Statement of Operations, amounted to $9,859. At July 31, 1994, the Trust had an
accrued pension liability of $43,775 which is included in accrued expenses in
the Statement of Assets and Liabilities.
<PAGE>   9
 
HIGH INCOME ADVANTAGE TRUST II
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
 
4.  SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest were as follows:
 
<TABLE>
<CAPTION>
                                                                     Par       Capital Paid
                                                                   Value of    in Excess of
                                                       Shares       Shares      Par Value
                                                     ----------    --------    ------------
    <S>                                              <C>           <C>         <C>
    Balance, July 31, 1992........................   35,641,307    $356,413    $344,248,167
    Purchase of treasury shares (weighted average
      discount 5.42%)*............................      (30,000)       (300)       (174,351)
                                                     ----------    --------    ------------
    Balance, July 31, 1993 and July 31, 1994......   35,611,307    $356,113    $344,073,816
                                                     ==========    =========   =============
</TABLE>
 
- ---------------
* The Trustees have voted to retire the shares repurchased.
 
5.  DIVIDENDS -- The Trust declared the following dividends from net investment
income --
 
<TABLE>
<CAPTION>
                                                               Amount
                          Declaration                           per       Record      Payable
                             Date                              Share       Date         Date
    -------------------------------------------------------   --------   ---------    --------
    <S>                                                       <C>        <C>          <C>
    July 26, 1994..........................................    $.0525     8/5/94      8/19/94
    August 30, 1994........................................    $.0525     9/9/94      9/23/94
</TABLE>
 
6.  FEDERAL INCOME TAX STATUS -- At July 31, 1994, the Trust had approximate net
capital loss carryovers which may be used to offset future capital gains to the
extent provided by regulations as follows:
 
<TABLE>
<CAPTION>
                      Available through July 31,
- -----------------------------------------------------------------------
  1998          1999            2000           2002           Total
- --------    ------------    ------------    -----------    ------------
<S>         <C>             <C>             <C>            <C>
$28,000     $20,947,000     $29,353,000     $8,200,000     $58,528,000
========    ============    ============    ==========     ============
</TABLE>
 
     Capital losses incurred after October 31 ("Post-October" losses) within the
taxable year are deemed to arise on the first business day of the Trust's next
taxable year. The Trust incurred and will elect to defer net capital losses of
approximately $17,156,000 during fiscal 1994. To the extent that these carryover
losses are used to offset future capital gains, it is probable that the gains so
offset will not be distributed to shareholders.
 
     At July 31, 1994, the Trust had temporary book/tax differences primarily
attributable to Post-October losses.
 
7.  SELECTED QUARTERLY FINANCIAL DATA -- (unaudited)
 
<TABLE>
<CAPTION>
                                                              Quarters Ended*
                                ----------------------------------------------------------------------------
                                    7/31/94             4/30/94              1/31/94            10/31/93
                                ---------------     ----------------     ---------------     ---------------
                                           Per                  Per                 Per                 Per
                                 Total    Share      Total     Share      Total    Share      Total    Share
                                -------   -----     --------   -----     -------   -----     -------   -----
<S>                             <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>
Total investment income.....    $ 6,876   $ .19     $  6,444   $ .18     $ 6,727   $ .19     $ 7,029   $ .20
Net investment income.......      6,326     .18        5,876     .16       6,132     .17       6,479     .18
Net realized and unrealized
  gain (loss) on investments .. (16,859)   (.47)     (11,031)   (.31)     12,043     .34       5,693     .16
</TABLE>
 
<TABLE>
<CAPTION>
                                                              Quarters Ended*
                                ----------------------------------------------------------------------------
                                    7/31/93             4/30/93              1/31/93            10/31/92
                                ---------------     ----------------     ---------------     ---------------
                                           Per                  Per                 Per                 Per
                                 Total    Share      Total     Share      Total    Share      Total    Share
                                -------   -----     --------   -----     -------   -----     -------   -----
<S>                             <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>
Total investment income.....    $ 8,360   $ .23     $  6,769   $ .19     $ 7,237   $ .20     $ 7,107   $ .20
Net investment income.......      7,883     .22        6,221     .18       6,683     .19       6,543     .18
Net realized and unrealized
  gain (loss) on
  investments...............      6,493     .17        5,748     .16       4,901     .14      (6,040)   (.16)
</TABLE>
 
- ---------------
* Totals expressed in thousands of dollars.
<PAGE>   10
 
HIGH INCOME ADVANTAGE TRUST II
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
 
<TABLE>
<CAPTION>
                                                                                                     For the period
                                                      For the year ended July 31,                  September 30, 1988*
                                      -----------------------------------------------------------        through
                                        1994           1993        1992        1991        1990       July 31, 1989
                                      --------       --------    --------    --------    --------  -------------------
<S>                                   <C>            <C>         <C>         <C>         <C>       <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of
    period........................... $   6.60       $   6.43    $   5.68    $   6.44    $   8.76       $    9.30
                                      --------       --------    --------    --------    --------      ----------
    Net investment income............     0.69           0.77        0.91        0.77        1.13            0.98
    Net realized and unrealized gain
      (loss) on investments..........    (0.28)          0.31        0.50       (0.70)      (2.26)          (0.59)
                                      --------       --------    --------    --------    --------      ----------
  Total from investment operations...     0.41           1.08        1.41        0.07       (1.13)           0.39
                                      --------       --------    --------    --------    --------      ----------
  Less dividends, distributions and
    other charges:
    Dividends from net investment
      income.........................    (0.70)         (0.91)      (0.66)      (0.77)      (1.19)          (0.92)
    Distributions to shareholders
      from paid in capital...........      -0-            -0-         -0-       (0.06)        -0-             -0-
    Offering costs charged against
      capital........................      -0-            -0-         -0-         -0-         -0-           (0.01)
                                      --------       --------    --------    --------    --------      ----------
  Total dividends, distributions and
    other charges....................    (0.70)         (0.91)      (0.66)      (0.83)      (1.19)          (0.93)
                                      --------       --------    --------    --------    --------      ----------
  Net asset value, end of period..... $   6.31       $   6.60    $   6.43    $   5.68    $   6.44       $    8.76
                                      =========      =========   =========   =========   ========= ====================
  Market value, end of period........ $   6.25       $  6.875    $   6.50    $  5.125    $   6.00       $    8.25
                                      =========      =========   =========   =========   ========= ====================
TOTAL INVESTMENT RETURN+.............     0.90%         22.16%      42.17%       3.03%     (13.61)%          (8.77)%(1)
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (in thousands)................... $224,681       $235,039    $228,283    $210,595    $251,793       $ 343,610
  Ratio of expenses to average net
    assets...........................     0.94%          0.95%       0.98%       1.07%       0.93%           0.85%(2)
  Ratio of net investment income to
    average net assets...............    10.33%         12.17%      14.83%      14.85%      15.74%          12.89%(2)
  Portfolio turnover rate............      113%           138%         99%        129%         31%            101%(1)
</TABLE>
 
- ---------------
 *  Commencement of operations.
 +  Total investment return is based upon the current market value on the last
    day of each period reported. Dividends and distributions are assumed to be
    reinvested at the prices obtained under the Trust's dividend reinvestment
    plan. Total investment return does not reflect sales charges or brokerage
    commissions.
(1) Not Annualized.
(2) Annualized.
 
                       See Notes to Financial Statements
<PAGE>   11
 
HIGH INCOME ADVANTAGE TRUST II
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Trustees of
High Income Advantage Trust II
 
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of High Income Advantage Trust II (the
"Trust") at July 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended and for the period September 30, 1988 (commencement of operations)
through July 31, 1989, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at July 31, 1994 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.
 
PRICE WATERHOUSE LLP
New York, New York
September 15, 1994
<PAGE>   12

TRUSTEES
Jack F. Bennett
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. John E. Jeuck
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
Edward R. Telling

OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Sheldon Curtis
Vice President, Secretary and General Counsel

Peter M. Avelar
Vice President

Thomas F. Caloia
Treasurer

TRANSFER AGENT
Dean Witter Trust Company
Harborside Financial Center - Plaza Two
Jersey City, New Jersey 07311

LEGAL COUNSEL
Sheldon Curtis
Two World Trade Center
New York, New York  10048

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York  10036

INVESTMENT MANAGER
Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York  10048



High
Income
Advantage
Trust II




Annual Report
July 31, 1994


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