COMMUNITY INVESTMENT PARTNERS II LP
8-K, 2000-02-17
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                       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): February 10, 2000



                     COMMUNITY INVESTMENT PARTNERS II, L.P.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    Missouri
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                     0-20213
- --------------------------------------------------------------------------------
                            (Commission File Number)

                                   43-1609351
- --------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                              12555 Manchester Road
                           St. Louis, Missouri 63131
- --------------------------------------------------------------------------------
                  (Address of Principal Executive Offices)   (Zip Code)


Registrant's telephone number, including area code:               (314) 515-2000

                                      N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

         (b) On  February  10,  2000,  by a  unanimous  vote of the  Independent
General Partners (who are not interested  persons of the  Partnership),  cast in
person at a duly called meeting,  the Partnership engaged Arthur Andersen LLP as
its principal  accountant  to audit and report upon the financial  statements of
the Partnership  for the year ending  December 31, 2000.  PricewaterhouseCoopers
LLP remains  engaged to perform the December 31, 1999 audit,  which has not been
completed as of the date of this filing.

             During the two most recent fiscal years, and the subsequent interim
period before engaging  Arthur Andersen LLP,  neither the Partnership nor anyone
acting on its behalf  directly or indirectly  consulted with Arthur Andersen LLP
regarding  (i)  the   application  of  accounting   principles  to  a  specified
transaction,  or the  type of  audit  opinion  that  might  be  rendered  on the
Partnership's financial statements, or (ii) any other matter that was either the
subject of a disagreement or a reportable event.

Item 5.  Other Events.

             On February 9, 2000, the General Partners approved  an  increase in
the number of Individual  General  Partners from two to four. Ralph G. Kelly and
Thomas  A.  Hughes  were  appointed  Individual  General  Partners  to fill  the
vacancies thereby created. On February 10, 2000, effective  immediately prior to
the annual in-person  meeting of the General  Partners,  Tommy L. Gleason and E.
Stanley Kroenke resigned as Independent General Partners of the Partnership.


                                       2
<PAGE>
                                   SIGNATURE

             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 hereunto duly authorized.



                                 COMMUNITY INVESTMENT PARTNERS II, L.P.

                                 By:   CIP Management L.P., LLLP,
                                       its Managing General Partner

                                 By:   CIP Management, Inc., its general partner



February 16, 2000                By:   /S/ Daniel A. Burkhardt
                                     -------------------------------------------
                                           Daniel A. Burkhardt, President



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