U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
0-38593
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(SEC FILE NUMBER)
09058x109
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(CUSIP NUMBER)
(Check One):
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
______________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Renaissance Capital Partners II, Ltd.
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Full Name of Registrant
10751 Mapleridge Drive
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Address of Principal Executive Office (Street and Number)
Dallas, Texas 75238
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City, State and Zip Code
PART II - RULES 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Mark box if appropriate)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
Renaissance Capital Partners II, Ltd. (the "Company") will not file its
Annual Report on Form 10-K for the quarter ended December 31, 1998 with the
Securities and Exchange Commission on a timely basis. The inability to file
on a timely basis results from (1) the transition of the management and
operations from the previous Managing General Partner to the Liquidation
Trustee and the problems associated with the transfer of the records and
financial information from the old staff to the new personnel working on the
financial and reporting systems; (2) the efforts to try to hold down costs to
the Partnership during this winding-down period of the Partnership; and (3)
the difficulty of the Partnership to get adequate financial information from
certain portfolio companies in a timely fashion for the auditors. The reasons
causing the inability to file timely as described herein could not be
eliminated by the Company without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Thomas W. Pauken (214) 341-5033
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period that
the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statement to be included in the subject report or portion
thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Renaissance Capital Partners II, Ltd.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 1999 By: /s/ Thomas W. Pauken
______________________________
Thomas W. Pauken
Liquidation Trustee
