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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): __Form 10-K __Form 20-F __Form 11-K X Form 10-Q __Form N-SAR
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For Period Ended: March 31, 2000
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[X] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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:
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PART I - REGISTRATION INFORMATION
Capital Preferred Yield Fund-II, L.P.
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Full Name of Registrant
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Former Name if Applicable
7175 West Jefferson Ave., Suite 4000
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Address of Principal Executive Officer (Street and Number)
Lakewood, Colorado 80235
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be file without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
[X] on Form 10-K, Form 20-F, 11-K, Form - SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The General Partner of the Registrant completed a software conversion for
its lease accounting system in December 1999. As a result, additional time was
necessary for Y2K testing and account reconciliations to ensure accurate
reporting in the financial statements and related disclosures. Additionally, the
General Partner of the Registrant reported a loss in the prior quarter that
resulted in defaults under certain creditor agreements. These defaults have
resulted in extensive reviews of the General Partner's operations and
negotiations with its creditors. The combination of the reconciliation of data
due to the system conversion, the review of operations and the lender
negotiations have resulted in an unavoidable delay in the close of the
Registrant's books for its first quarter and the preparation and filing of its
Form 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael J. Schuh (303) 980-7374
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(Name) (Area Code) (Telephone Number)
(2) Have all or periodic reports under Section 13 or 15(d) of the Securities
Act of 1934 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 reports been filed? If answer is no, identify
report(s).
X Yes ____ No
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(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 statements to be included in the subject report or portion
thereof?
____ Yes X No
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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.
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Capital Preferred Yield Fund-II L.P.
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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 May 16, 2000 By /s/ John F. Olmstead
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President and Director
INSTRUCTION: The form may be signed by an executive office of the registrant
ofr
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive office), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C.1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under Act. The information contained in or
filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
