<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
______________
Commission file number 0-18042
_______
COMMUNITY INVESTMENT PARTNERS II, L.P.
_______________________________________________________________________
(Exact name of registrant as specified in its charter)
MISSOURI 43-1609351
_______________________________________________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12555 Manchester
St. Louis, Missouri 63131
_______________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 515-2000
__________________
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.
(1) YES X NO (2) YES NO X
____ ____ ____ ____
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COMMUNITY INVESTMENT PARTNERS II, L.P.
INDEX
Page
Number
Part I.FINANCIAL INFORMATION
Item 1.Financial Statements
Balance Sheet ...........................................3
Schedule of Portfolio Investments .......................4
Income Statement ........................................5
Statement of Cash Flows .................................6
Statement of Changes in Partnership Capital .............7
Notes to Financial Statements ...........................8
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations .....................9
Part II.OTHER INFORMATION *
Item 1.Legal Proceedings.......................................10
Item 6.Exhibits and Reports on Form 8-K........................10
Signatures ..............................................11
* Items 2,3,4 and 5 are omitted as they are not applicable
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
BALANCE SHEET
(Unaudited)
March 31, December 31,
1996 1995
ASSETS
Cash and cash equivalents $ 1,350,928 $ 1,399,026
Investments (at fair market value,
cost $612,513 and $545,013, respectively) 612,513 545,013
Deferred organizational costs, net 64,195 73,366
Accrued interest receivable 6,045 9,584
______________ _____________
Total Assets $ 2,033,681 $ 2,026,989
============ ===========
LIABILITIES AND PARTNERSHIP CAPITAL
Liabilities:
Accrued expenses $ 22,710 $ 12,100
_____________ _____________
Total Liabilities 22,710 12,100
_____________ _____________
Partnership Capital:
Capital - Limited Partners 1,990,694 1,994,572
Capital - General Partners 20,277 20,317
_____________ _____________
Total Partnership Capital 2,010,971 2,014,889
_____________ _____________
Total Liabilities and Partnership
Capital $2,033,681 $2,026,989
============ =============
The accompanying notes are an integral part of these financial
statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF MARCH 31, 1996
Company/
Initial Investment Nature of Business/ Fair Market
Date Investment Cost Value
Houghton Acquisition Organized for the purpose of
Corporation acquiring Hutchinson Foundry
Products Inc.
March 10, 1993 2,000 shares of Class A
cumulative redeemable
Preferred Stock $200,013 $200,013
Global Surgical Formed to acquire the Urban
Corporation Microscope Division and the
Surgical Mechanical Research
subsidiary of Storz Medical
January 31, 1994 3,000 shares of Common
Stock 300,000 300,000
June 30, 1995 7% Promissory Note 45,000 45,000
January 26, 1996 7% Promissory Note 67,500 67,500
________ ________
$612,513 $612,513
======= =======
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
INCOME STATEMENT
(Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1995
INCOME
Interest income $ 16,646 $ 17,601
_____________ _____________
Total Income 16,646 17,601
EXPENSES
Amortization of deferred organizational costs9,171 9,171
Independent General Partners' fees 3,000 3,000
Management fees 7,610 9,960
Legal fees 783 4,904
Trustee fees - 233
Miscellaneous expenses - 250
_____________ _____________
Total Expenses 20,564 27,518
_____________ _____________
Net Loss $ (3,918) $ (9,917)
=========== ===========
Per Unit Information:
Net loss (as of March 31, 1996 and
March 31, 1995) $ (.03) $ (.09)
=========== ===========
Net asset value (as of March 31, 1996 and
December 31, 1995) $ 17.87 $ 17.91
=========== ===========
Units Outstanding:
Limited Partners 111,410 111,410
General Partners 1,120 1,120
The accompanying notes are an integral part of these financial
statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1995
CASH FLOWS (USED) PROVIDED BY OPERATING
ACTIVITIES:
Net loss $ (3,918) $ (9,917)
Adjustments to reconcile net loss to net
cash provided by operating activities -
Amortization of deferred organization costs 9,171 9,171
Increase in accrued expenses 10,610 9,960
Decrease in accrued interest receivable 3,539 2,335
Purchase of portfolio investments (67,500) -
_____________ _____________
Total cash (used) provided by
operating activities (48,098) 11,549
_____________ _____________
Net (decrease) increase in cash (48,098) 11,549
CASH AND EQUIVALENTS, beginning of
year 1,399,026 1,533,171
_____________ _____________
CASH AND EQUIVALENTS, end of year $ 1,350,928 $ 1,544,720
=========== ===========
The accompanying notes are an integral part of these financial
statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
(Unaudited)
Three Months Ended March 31, 1996 and 1995
Limited Partners General Partners Totals
Balance December 31, 1994 $2,618,888 $ 26,623 $ 2,645,511
Net income (loss) (9,818) (99) (9,917)
____________ __________ __________
Balance March 31, 1995 $2,609,070 $ 26,524 $ 2,635,594
Balance, December 31, 1995 $1,994,572 $ 20,317 $ 2,014,889
Net income (loss) (3,878) (40) (3,918)
____________ __________ _________
Balance March 31, 1996 $1,990,694 $ 20,277 $ 2,010,971
The accompanying notes are an integral part of these financial
statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
Community Investment Partners II, L.P. (CIP II) is a limited
partnership which has elected to be a business development company
under the Investment Company Act of 1940, as amended. As a business
development company, the partnership is required to invest at least
70% of its total assets in qualifying investments as specified in the
Investment Company Act. CIP Management, L.P. (Management), a limited
partnership, is the Managing General Partner of CIP II. Management is
responsible for making all decisions regarding CIP II's investment
portfolio and is not engaged in any other activities.
CIP II was formed May 8, 1992. The Partnership raised $1,406,625
through a public offering of its units during December, 1992. The
Partnership executed a call to each partner requesting the deposit of
an amount equal to the initial capital contribution on August 25,
1994.
All portfolio investments are carried at cost until significant
developments affecting an investment provide a basis for revaluation.
Thereafter, portfolio investments are carried at fair value as
obtained from outside sources or at a value determined quarterly by
the Managing General Partner under the supervision of the Independent
General Partners. Investments in securities traded on a national
securities exchange are valued at the latest reported sales price on
the last business day of the period. If no sale has taken place, the
securities are valued at the last bid price. If no bid price has been
reported, or if no exchange quotation is available, the securities are
valued at the quotation obtained from an outside broker. Currently,
market value approximates cost for the investments of CIP II.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
MANAGEMENT'S FINANCIAL DISCUSSION
RESULTS OF OPERATIONS
Losses for the three months ended March 31, 1996 and 1995, were
$3,918 and $9,917 respectively. Interest income was derived from
interest on investments and cash balances. Expenses incurred were
related to amortization of deferred organization costs, independent
general partners' fees, management fees and legal fees.
Cash flows for the three months ended March 31, 1996, resulted from
operating activities, primarily increased accrued expenses, decreased
accrued interest receivable and the purchase of portfolio investments.
FINANCIAL CONDITION
See Schedule of Portfolio Investments, page 4.
At March 31, 1996, CIP held $612,513 in investments recorded at
historical cost.
CIP owns 2,000 shares of preferred stock in Houghton Acquisition.
CIP owns 3,000 shares of common stock and two 7% promissory notes
in Global Surgical Corporation.
LIQUIDITY AND CAPITAL RESOURCES
The partnership's total capital of $2,010,971 as of March 31, 1996,
consisted of $1,990,694 in limited partner capital and $20,277 in
general partner capital. Net loss was allocated to the limited
partners in the amount of $3,878 and to the general partners in the
amount of $40.
The partnership intends to invest its cash balances in U.S.
Government securities, investment grade state and municipal bonds,
certificates of deposit at banks with at least $25 million in assets,
or investment grade money market securities sold by banks. At March
31, 1996, $1,350,000 has been invested in bank certificates of
deposit.
<PAGE>
SUBSEQUENT EVENTS
Subsequent to March 31, 1996, CIP invested $125,000 with Computer
Motion in exchange for a promissory note. Computer Motion is the
leading developer and supplier of medical robotics.
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
Item 1: Legal Proceedings
The partnership is not a party to any material pending legal
proceedings.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports were filed on Form 8-K for the quarter ended March 31, 1996.
<PAGE>
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.
COMMUNITY INVESTMENT PARTNERS II, L.P.
By: CIP Management, L.P., Managing General Partner
By: CIP Management, inc., Its Managing General Partner
/s/Daniel A. Burkhardt President, Treasurer
_______________________ and Director
Daniel A. Burkhardt May 10, 1996
/s/Ray L. Robbins Vice-President
_______________________ and Director May 10, 1996
Ray L. Robbins
<PAGE>
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.
COMMUNITY INVESTMENT PARTNERS II, L.P.
By: CIP Management, L.P., Managing General Partner
By: CIP Management, Inc., Its Managing General Partner
President, Treasurer
_______________________ and Director
Daniel A. Burkhardt May 10, 1996
Vice-President
_______________________ and Director May 10, 1996
Ray L. Robbins
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for Community Investment Partners II, L.P. for the
quarter ended March 31, 1996 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
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<NAME> COMMUNITY INVESTMENT PARTNERS II, L.P.
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