<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission file number 0-20213
----------------- -------
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 Road
St. Louis, Missouri 63131
- ---------------------------------------------------------------------------
(Address and principal executive office) (Zip Code)
Registrant's telephone number, including area code (314) 515-2000
--------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in part III of this
Form 10-K or any amendment to this form 10-K. [X]
As of March 15, 2000, 98,063 units of limited partnership interest
(Units), representing net assets of $1,787,015 were held by non-
affiliates. There is no established public market for such Units.
1
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Prospectus of the Registrant dated November 4,
1992, filed with the Securities and Exchange Commission are incorporated
by reference in Part I, Part II and Part III hereof.
2
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<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
PART I
Item 1 Business 4
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 8. Index to Financial Statements and Supplementary Financial Data 11
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures 31
PART III
Item 10. Directors and Executive Officers of the Registrant 32
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and
Management 33
Item 13. Certain Relationships and Related Transactions 34
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 35
SIGNATURES 36
INDEX TO EXHIBITS 37
</TABLE>
3
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<PAGE>
PART I
ITEM 1. BUSINESS
Community Investment Partners II, L.P. (the "Partnership") was
formed to seek long-term capital appreciation by making investments in
companies and other special investment situations. The Partnership will
not engage in any other business or activity. The Partnership will
dissolve on December 31, 2007, subject to the right of the Individual
General Partners to extend the term for up to two additional two-year
periods.
The Partnership 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 assets in qualifying investments as specified in the Investment
Company Act.
The Partnership was formed on May 8, 1992, under the Revised
Uniform Limited Partnership Act of Missouri. CIP Management, L.P.,
LLLP, the Managing General Partner, is a Missouri limited liability
limited partnership formed on October 10, 1989 as a limited partnership
and registered as a limited liability limited partnership on July 23,
1997. The general partner of CIP Management, L.P., LLLP is CIP
Management, Inc., an indirect subsidiary of Edward D. Jones & Co., L.P.
The Partnership participated in a public offering of its limited
partnership interests in 1992. The Partnership sold 111,410 Units of
limited partnership interest and 1,120 units of general partnership
interest for an aggregate price of $1,406,625. After offering expenses,
the Partnership received approximately $1,224,000 in proceeds available
for investment. The Partnership executed a call to each partner
requesting the deposit of an amount equal to the initial capital
contribution on August 25, 1994.
The information set forth under the captions "Investment
Objectives & Policies" and "Regulation" in the Prospectus of the
Partnership dated November 4, 1992, filed with the Securities and
Exchange Commission pursuant to Rule 497(b) under the Securities Act of
1933, is incorporated herein by reference.
RISKS OF UNIT OWNERSHIP
The purchase and ownership of Units involve a number of
significant risks and other important factors. The portfolio company
investments of the Partnership involve a high degree of business and
financial risk that can result in substantial losses. Among these are
the risks associated with investment in companies with little operating
history, companies operating at a loss or with substantial variations in
operating results from period to period, companies with the need for
substantial additional capital to support expansion or achieve or
maintain a competitive position, companies which may be highly
leveraged, companies which may not be diversified and companies in which
the Partnership may be the sole or primary lender. The Partnership
intends to invest in only a few companies. Therefore, a loss or other
problem with a single investment could have a material adverse effect on
the Partnership.
4
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<PAGE>
Other risks include the Partnership's ability to find suitable
investments for its funds because of competition from other entities
having similar investment objectives. Risks may arise due to the
significant period of time that may elapse before the Partnership has
completed the selection of its portfolio company investments and the
significant period of time (typically four to seven years or longer)
which will elapse before portfolio company investments have reached a
state of maturity such that disposition can be considered. It is
unlikely that any significant distributions of the proceeds from the
disposition of investments will be made until the later years of the
term of the Partnership.
Portfolio companies may require additional funds. There can be no
assurance that the Partnership will have sufficient funds from reserves
or borrowing to make such follow-on investments which may have a
substantial negative impact on a portfolio company in need of additional
funds.
All decisions with respect to the management of the Partnership,
including identifying and making portfolio investments, are made
exclusively by the General Partners. Limited Partners must rely on the
abilities of the General Partners. The key personnel of the Managing
General Partner have considerable prior experience in investment banking
and in structuring investments. In addition, they have prior experience
in the operation of Community Investment Partners, L.P., a business
development company with a similar investment strategy.
Ownership of the Units also entails risk because Limited Partners
may not be able to liquidate their investment in the event of an
emergency or for any other reason due to the substantial restrictions on
transfers contained in the Partnership Agreement and the lack of a
market for the resale of Units.
The information set forth under the captions "Risk and Other
Important Factors" (including the subsections "Risks of Investment,"
"Size of Partnership," "Ability to Invest Funds," "Time Required to
Maturity of Investments; Illiquidity of Investments," "Need for Follow-
on Investments," "Use of Leverage," "Unspecified Investments," "Reliance
on Management," "New Business," "No Market for Units" and "Federal
Income Tax Considerations") on pages 9 through 14 of the Prospectus of
Partnership dated November 4, 1992, filed with the Securities and
Exchange Commission pursuant to Rule 497(b) under the Securities Act of
1933 on November 4, 1992, is incorporated herein by this reference.
(This information has been restated herein pursuant to section 64(b) of
the Investment Company Act of 1940).
Partners should refer to the Partnership Agreement for more
detailed information.
EMPLOYEES
The Partnership has no employees. The Managing General Partner
performs management and administrative services for the operation of the
Partnership. The Management Agreement was amended to waive the annual
management fee of 1.5% of total assets, computed quarterly, to the
Managing General Partner. This payment was terminated after the second
quarter of 1998. The Managing General Partner is reimbursed by the
Partnership for out of pocket expenses in connection with finding,
evaluating, structuring, approving, monitoring and liquidating the
Partnership's portfolio investments.
5
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ITEM 2. PROPERTIES
The Partnership does not own or lease any physical properties.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a party to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
period covered by this report.
6
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Limited
Partnership interests. As of March 15, 2000, the total number of
holders of units is 132. The number of limited partnership units
outstanding is 111,395. The number of general partnership units
outstanding is 1,135 as of March 15, 2000.
The information set forth under the captions "Partnership
Distributions and Allocations" and "Transferability of Units" in the
Prospectus of the Partnership dated November 4, 1992, filed with the
Securities and Exchange Commission pursuant to Rule 497(b) under the
Securities Act of 1933 is incorporated herein by reference.
7
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<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
STATEMENTS OF FINANCIAL CONDITION:
<CAPTION>
As of
December 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Assets $2,050,649 $1,709,411 $1,848,895 $1,982,725 $2,014,889
Portfolio
Investments at
Fair Value 2,019,936 1,671,491 1,733,229 1,397,330 545,013
<CAPTION>
STATEMENTS OF INCOME:
For the Years Ended
December 31,
---------------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net Loss before
Net Realized Gains
(Losses) and
Net Unrealized Losses $ (16,095) $ (26,925) $(74,589) $(16,866) $ (30,622)
Net Realized
Gains (Losses) (106,913) - 511,973 - (600,000)
Net Unrealized
Gains (Losses) 464,246 (112,559) (8,564) (15,298) -
Net Income (Loss) 341,238 (139,484) 428,820 (32,164) (630,622)
Per Unit of
Partnership Interest:
Net Asset Value 18.22 15.19 16.43 17.62 17.91
Net Loss before
Net Realized Gains
(Losses) and
Net Unrealized Losses (.14) (.24) (.66) (.15) (.27)
Net Realized Gains (Losses) (.95) - 4.55 - (5.33)
Net Unrealized Gains (Losses) 4.12 (1.00) (.08) (.14) -
Net Income (Loss) 3.03 (1.24) 3.81 (.29) (5.60)
</TABLE>
8
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATION
(FISCAL YEAR 1999 VERSUS 1998)
Net income for the year ended December 31, 1999, was $341,238,
compared to a net loss of $139,484 for the year ended December 31, 1998.
The net loss decreased primarily due to a $244,774 (417%) increase in
net gains on investments offest by a $15,246 (39%) decrease in expenses,
as discussed below.
Dividend and interest income decreased by $4,416 as a result of
the repayment of the Houghton Acquisition Corp. note receivable in the
first quarter of 1999.
There were no sales of investments during the years ended December
31, 1999 and 1998. The realized loss on investments at December 31, 1999
consists of a $106,000 write-off of the investment in Neocrin Company
Series E and F Preferred stock, and a $913 loss on the repayment of the
Houghton Acquisition Corp. note receivable. During 1999, Neocrin Company
dissolved with no distributions made to investors, thereby causing the
Partnership's investment to have a value of zero.
The net unrealized gain on securities was $464,246 for 1999,
compared to a net unrealized loss of $112,559 for 1998. The increase is
primarily due to increases in the market values of Online Resources &
Communications (ORCC) and Computer Motion Inc. (RBOT) common stock and
warrants. ORCC completed an initial public offering during the second
quarter of 1999. The increase in value of RBOT is the result of
recording the market value of warrants to purchase common stock,
previously recorded at cost.
Within total expenses, professional fees and other expenses
remained relatively constant between 1999 and 1998. Management fees were
zero in 1999, compared to 1998 fees of $14,325. The Management Agreement
was amended after the second quarter of 1998 to waive the management
fee. Director's fees were also discontinued in 1998, explaining the
$2,000 decrease in director's fees for the year ended December 31, 1999.
There were no partnership distributions in 1999.
(FISCAL YEAR 1998 VERSUS 1997)
Net loss for the year ended December 31, 1998, was $139,484,
compared to net income of $428,820 in 1997. The net loss is attributable
to net unrealized losses of $112,559 and no realized gains from sales of
investments. Net unrealized losses consist primarily of an unrealized
loss of $214,028 due to a decrease in share price of FCOA Acquisition
Corporation. This unrealized loss was partially offset by an unrealized
gain of $77,607 due to an increase in Computer Motion Inc. stock price.
The Partnership made no distributions during 1998. Director's fees
have been discontinued in 1998 due to the fact that initial investments
will no longer be made by the Partnership. Furthermore, the Management
Agreement was amended to waive the annual management fee of 1.5% of
total assets, computed quarterly, to the Managing General Partner. This
payment was terminated after the second quarter of 1998; fees for 1998
totaled $14,325 compared to $28,851 for the full year 1997.
As of December 31, 1998, unrealized losses on investments totaled
$136,421. The future income or loss of the Partnership is contingent
upon the performance of the portfolio investments.
SUBSEQUENT EVENTS
Subsequent to December 31, 1999, Ralph G. Kelly and Thomas A.
Hughes were appointed as the new Individual General Partners, replacing
Tommy L. Gleason and E. Stanley Kroenke.
9
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Total capital for the Partnership as of December 31, 1999, was
$2,050,649. This consisted of $2,030,024 in Limited Partner capital and
$20,625 in General Partner capital.
Net income of $341,238 for 1999 was allocated in the amount of
$337,826 to the Limited Partners and in the amount of $3,412 to the
General Partners.
At December 31, 1999, the Partnership had $12,635 in cash and cash
equivalents.
10
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<PAGE>
ITEM 8. INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
FINANCIAL DATA
Page
----
Report of Independent Accountants 12
Schedule of Portfolio Investments as of
December 31, 1999 and 1998 13
Statements of Financial Condition as of December 31, 1999 and 1998 20
Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997 21
Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 22
Statements of Changes in Partnership Capital for the
Years Ended December 31, 1999, 1998 and 1997 23
Notes to Financial Statements 24
Financial Statement Schedules:
All financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
11
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Community Investment Partners II, L.P.
In our opinion, the accompanying Statements of Financial Condition,
including the Schedule of Portfolio Investments, and the related
Statements of Income, of Cash Flows and of Changes in Partnership
Capital present fairly, in all material respects, the financial position
of Community Investment Partners II, L.P. (the "Partnership") at
December 31, 1999 and 1998, and the results of its operations, its cash
flows and the changes in Partnership Capital for each of the periods
indicated, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility
of the Partnership'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 auditing
standards generally accepted in the United States, which require that we
plan and perform the audits 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 portfolio investments owned
at December 31, 1999, by correspondence with the custodian, provide a
reasonable basis for the opinion expressed above.
As explained in Note 3, the financial statements include securities
valued at $1,164,530 (57 percent of net assets), whose values have been
estimated by the managing General Partner in the absence of readily
ascertainable market values. Those estimated values may differ
significantly from the values that would have been used had a ready
market for the investments existed, and the differences could be
material.
PricewaterhouseCoopers LLP
Kansas City, Missouri
March 3, 2000
12
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<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1999
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GLOBAL SURGICAL Formed to acquire the Urban Microscope
CORPORATION Division and the Surgical Mechanical
Research subsidiary of Storz Medical
January 31, 1994 3,000 shares of Common Stock 300,000 300,000
September 30, 1995 7%, $45,000 Promissory Note, due 6/29/00 45,000 45,000
January 26, 1996 7%, $67,500 Promissory Note, due 1/25/01 67,500 67,500
COMPUTER MOTION, INC. Develops and supplies medical robotics
(RBOT)
September 6, 1996 40,948 warrants to purchase
common stock, exercisable at
$4.569 per warrant through 5/2/03 8 263,337
September 6, 1996 16,208 shares of Common Stock 124,993 178,288
16,209 warrants to purchase
common stock, exercisable at
$7.712 per warrant, through 12/31/03 250 53,296
FCOA ACQUISITION A chain of greeting card/
CORPORATION party stores which offer
(d/b/a Factory Card a full line of products at
Outlet) (FCPY) everyday value prices
July 30, 1996 26,063 Common Shares 249,865 -
<CAPTION>
The accompanying notes are an integral
part of these financial statements.
13
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<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
As of December 31, 1999
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PERMALOK CORPORATION Develops and sells steel pipe joining
system to the domestic underground utility
construction industry
September 24, 1996 25,000 shares of Convertible
Preferred Stock and a $200,000 $200,000
warrant to purchase 25,000 shares
of Convertible Preferred Stock,
exercisable at $9.60 per share,
through 7/31/03
STEREOTAXIS, INC. Develops and markets a system by which
surgery can be conducted remotely using
computer controlled magnets
December 30, 1996 138,889 shares of Series B
Preferred Stock 100,000 100,000
November 12, 1997 28,019 shares of Series C Preferred
Stock and warrants to purchase
Preferred Stock at $1.50 per share,
through 10/31/02 42,029 42,029
June 26, 1998 66,667 shares of Series C
Preferred Stock 100,001 100,001
MEDICAL DEVICE Specializes in the development,
ALLIANCE, INC. manufacture and marketing of
devices for ultrasound-assisted lipoplasty
January 24, 1997 20,000 shares of Common Stock 100,000 100,000
<CAPTION>
The accompanying notes are an integral
part of these financial statements.
14
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<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
As of December 31, 1999
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ONLINE RESOURCES & Provides a variety of inter-
COMMUNICATIONS active banking and financial services
CORPORATION to end-users and corporate
(ORCC) customers in the banking and
financial services industry
March 17, 1997 18,118 shares of common stock 152,466 301,211
Warrants to purchase
7,233 shares of Common
Stock at $8.43 per share,
expiring 6/1/02 - 59,274
ADVANCED UROSCIENCE, Developing Acyst, an injectable
INC. bulking agent, for the treatment
of stress urinary incontinence.
April 7, 1997 25,000 shares of Series A
Preferred Stock 100,000 100,000
NOVOCELL, INC. Research and development of
minimally invasive, encapsulated
cellular transplant for the
treatment of diabetes.
September 9, 1999 10,000 shares of Series A
Preferred Stock 10,000 10,000
<CAPTION>
The accompanying notes are an integral
part of these financial statements.
15
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<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
As of December 31, 1999
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BIOSEPARATIONS, INC. Develops automated instrumentation
that can isolate and process cells for
use in biotechnology, diagnostic,
therapeutic, and clinical research
applications
October 14, 1997 50,000 shares of Series B
Preferred Stock 100,000 100,000
Warrant to purchase 9,091 shares
of Common Stock at $1.10 per
share, through 10/15/02 - -
Warrant to purchase 50,000 shares
of Series B Preferred Stock at $0.20
per share, through 1/31/01 - -
---------- ----------
$1,692,112 $2,019,936
========== ==========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
16
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<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1998
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
HAWK CORPORATION Designs, engineers, manufactures,
(Houghton Acquisition and markets friction products and precision
Corporation) engineered components
January 2, 1997 8% Convertible Promissory Note,
due 1/2/99 $ 25,800 $ 25,800
8% Contingent EBITDA
Promissory Note, due 4/30/00 - -
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, due 6/29/00 45,000 45,000
January 26, 1996 7% Promissory Note, due 1/25/01 67,500 67,500
COMPUTER MOTION, INC. Develops and supplies medical robotics
September 6, 1996 40,948 warrants to purchase
common stock, exercisable
at $4.569 per warrant through
5/2/03 8 8
September 6, 1996 16,208 shares of Common Stock 124,993 202,600
16,209 warrants to purchase
common stock, exercisable
at $7.712 per warrant,
through 12/31/03 250 250
FOCI ACQUISITION A chain of greeting card/
CORPORATION party stores which offer
(D/B/A FACTORY a full line of products at
CARD OUTLET) everyday value prices
July 30, 1996 26,063 Common Shares 249,865 35,837
<CAPTION>
The accompanying notes are an integral
part of these financial statements.
17
<PAGE>
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
As of December 31, 1998
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PERMALOK CORPORATION Develops and sells steel
pipe joining system to the
domestic underground
utility construction industry
Sept. 24, 1996 25,000 shares of Convertible
Preferred Stock and 25,000
warrants to purchase convertible
Preferred Stock, exercisable
at $9.60 per share, through 7/31/03 $200,000 $200,000
STEREOTAXIS, INC. Develops and markets a system
by which surgery can be conducted
remotely using computer
controlled magnets
Dec. 30, 1996 138,889 shares of Preferred Stock 100,000 100,000
Nov. 12, 1997 28,019 shares of Series C Preferred
Stocks and 5,281 Warrants to purchase
Preferred Stock, exercisable at
$1.50 per share, through 10/31/02. 42,029 42,029
June, 26, 1998 66,667 shares of Series C
Preferred Stock 100,001 100,001
MEDICAL DEVICE Specializes in the development,
ALLIANCE, INC, manufacture and marketing of devices
for ultrasound-assisted lipoplasty
January 24, 1997 20,000 shares of Common Stock 100,000 100,000
ONLINE RESOURCES & Provides a variety of inter-active
COMMUNICATIONS banking and financial services to end-
CORPORATION users and corporate customers in the
banking and financial services industry
March 17, 1997 1,525 shares of Series C
Convertible Preferred Stock 152,466 152,466
Warrants to purchase
20,327 shares of Common
Stock at $3.00 per warrant,
expiring 6/1/02 - -
<CAPTION>
The accompanying notes are an integral
part of these financial statements.
18
<PAGE>
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
As of December 31, 1998
- ------------------------------------------------------------------------------------------------------
Company Nature of Business Fair Value
Investment Date Investment Cost (Note 3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ADVANCED UROSCIENCE, Developing Acyst, an injectable
INC. bulking agent, for the treatment
of stress urinary incontinence.
April 7, 1997 25,000 shares of Series A
Preferred Stock $ 100,000 $ 100,000
NEOCRIN COMPANY Research and development
of minimally invasive,
encapsulated cellular transplants
for the treatment of diabetes.
Sept. 3, 1997 50,000 shares of Series E
Preferred Stock 100,000 100,000
BIOSEPARATIONS, INC. Develops automated
instrumentation that can
isolate and process cells for
use in biotechnology,
diagnostic, therapeutic, and
clinical research applications
October 14, 1997 50,000 shares of Series B
Preferred Stock and a 100,000 100,000
warrant to purchase 9,091
shares of Common Stock
at $1.10 per share, through
10/15/02 - -
Warrant to purchase 50,000
shares of Series B Preferred Stock
at $0.20 per share, through 1/31/01 - -
---------- ----------
TOTAL INVESTMENTS $1,807,912 $1,671,491
========== ==========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
19
<PAGE>
<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
ASSETS
------
December 31,
----------------------------
1999 1998
---------- ----------
<S> <C> <C>
Investments at Fair Value (Note 3)
(cost $1,692,112 and $1,807,912, respectively) $2,019,936 $1,671,491
Cash and Cash Equivalents 12,635 26,598
Accrued Interest and Dividends Receivable 32,682 25,322
---------- ----------
TOTAL ASSETS $2,065,253 $1,723,411
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
<CAPTION>
December 31,
----------------------------
1999 1998
---------- ----------
<S> <C> <C>
Liabilities:
Accounts Payable and Accrued Expenses $ 14,604 $ 14,000
---------- ----------
TOTAL LIABILITIES 14,604 14,000
---------- ----------
Partnership Capital:
Capital - Limited Partners 2,030,024 1,692,198
Capital - General Partners 20,625 17,213
---------- ----------
TOTAL PARTNERSHIP CAPITAL 2,050,649 1,709,411
---------- ----------
TOTAL LIABILITIES AND
PARTNERSHIP CAPITAL $2,065,253 $1,723,411
========== ==========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
20
<PAGE>
<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENTS OF INCOME
<CAPTION>
For the Years Ended
December 31,
--------------------------------------------
1999 1998 1997
--------- -------- --------
<S> <C> <C> <C>
INCOME
------
Dividend and Interest Income $ 7,886 $ 12,302 $ 35,075
--------- -------- --------
TOTAL INCOME 7,886 12,302 35,075
--------- -------- --------
EXPENSES
--------
Management Fees (Note 5) - 14,325 28,851
Amortization of Deferred
Organization Costs (Note 3) - - 36,683
Professional Fees 23,445 22,108 31,106
Independent General Partners' Fees - 2,000 12,000
Other 536 794 1,024
--------- -------- --------
TOTAL EXPENSES 23,981 39,227 109,664
--------- -------- --------
Net Loss before Net Realized Gains (Losses)
and Net Unrealized Gains (Losses) (16,095) (26,925) (74,589)
Net Realized Gains (Losses) on Sale of
Investments (Note 6) (106,913) - 511,973
Net Unrealized Gains (Losses)
on Investments 464,246 (112,559) (8,564)
--------- -------- --------
NET INCOME (LOSS) $ 341,238 $(139,484) $428,820
========= ========= ========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
21
<PAGE>
<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended
December 31,
---------------------------------------------
1999 1998 1997
--------- --------- ---------
<C> <C> <C> <C>
CASH FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES:
Net income (loss) $ 341,238 $(139,484) $ 428,820
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Amortization of deferred
organization costs - - 36,683
Purchase of portfolio investments (16,000) (102,421) (592,083)
Proceeds from sale of portfolio investments 24,887 51,600 759,593
Net unrealized (gains) losses on
portfolio investments (464,246) 112,559 8,564
Net realized losses (gains) on sale/
liquidation of portfolio investments 106,913 - (511,973)
Increase in accrued interest and
dividends receivable (7,360) (6,348) (1,139)
Increase (decrease) in accounts
payable and accrued expenses 605 (1,804) 3,704
Decrease in prepaid expense - - 2,449
--------- --------- ---------
Net cash (used) provided by
operating activities (13,963) (85,898) 134,618
CASH FLOWS USED IN FINANCING ACTIVITIES:
Capital distributions - - (562,650)
--------- --------- ---------
Net cash used in financing activities - - (562,650)
--------- --------- ---------
Net decrease in cash and
cash equivalents (13,963) (85,898) (428,032)
CASH AND CASH EQUIVALENTS:
Beginning of year 26,598 112,496 540,528
--------- --------- ---------
End of year $ 12,635 $ 26,598 $ 112,496
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
22
<PAGE>
<PAGE>
<TABLE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
For the Years Ended December 31, 1999, 1998 and 1997
<CAPTION>
----------------------------------------------
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
---------- -------- ----------
<S> <C> <C> <C>
Balance, December 31, 1996 $1,962,730 $ 19,995 $1,982,725
Distribution (556,975) (5,675) (562,650)
Net Income 424,532 4,288 428,820
---------- -------- ----------
Balance, December 31, 1997 $1,830,287 $ 18,608 $1,848,895
Net Loss (138,089) (1,395) (139,484)
---------- -------- ----------
Balance, December 31, 1998 $1,692,198 $ 17,213 $1,709,411
Net Income 337,826 3,412 341,238
---------- -------- ----------
Balance, December 31, 1999 $2,030,024 $ 20,625 $2,050,649
========== ======== ==========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
23
<PAGE>
<PAGE>
COMMUNITY INVESTMENT PARTNERS II, L.P.
NOTES TO FINANCIAL STATEMENTS
1. GENERAL
Partnership Organization
------------------------
Community Investment Partners II, L.P. (the "Partnership")
was formed on May 8, 1992, under the Revised Uniform Limited
Partnership Act of Missouri. CIP Management, L.P., LLLP, the
Managing General Partner, is a Missouri limited liability limited
partnership formed on October 10, 1989 as a limited partnership
and registered as a limited liability limited partnership on July
23, 1997. The general partner of CIP Management, L.P., LLLP is
CIP Management, Inc., an indirect subsidiary of Edward D. Jones &
Co., L.P.
Business
--------
The Partnership 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 assets in qualifying investments as
specified in the Investment Company Act. The Managing General
Partner is responsible for making the Partnership's investment
decisions.
The Partnership will seek long-term capital appreciation by
making investments in companies and other special investment
situations. The Partnership is not permitted to engage in any
other business or activity. The Partnership will dissolve on
December 31, 2007, subject to the right of the Individual General
Partners to extend the term for up to two additional two-year
periods.
Risk of Ownership
-----------------
The purchase and ownership of Partnership Units involve a
number of significant risks and other important factors. The
portfolio company investments of the Partnership involve a high
degree of business and financial risk that can result in
substantial losses. Among these are the risks associated with
investment in companies with little operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, companies with the need for
substantial additional capital to support expansion or achieve or
maintain a competitive position, companies which may be highly
leveraged, companies which may not be diversified and companies in
which the Partnership may be the sole or primary lender. The
Partnership intends to invest in only a few companies; therefore,
a loss or other problem with a single investment could have a
material adverse effect on the Partnership.
2. ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES
Generally, profits will be allocated 99% to the Limited
Partners and 1% to the General Partners until the Partners'
Capital Accounts equal their undistributed Capital Contributions.
Thereafter, profits will be allocated 90% to the Limited Partners
and 10% to the General Partners in an amount sufficient to cause
their Capital Accounts to equal an amount equal to (i) two times
their Capital Contributions less (ii) cumulative distributions
pursuant to paragraph 4.1 and paragraph 9.2.2 of the Partnership
Agreement, at which time profits will be allocated 80% to the
Limited Partners and 20% to the General Partners.
24
<PAGE>
<PAGE>
Generally, losses will be allocated 99% to the Limited
Partners and 1% to the General Partners; provided, however, that
losses will be allocated 80% to the Limited Partners and 20% to
the General Partners to the extent of any prior allocation of
profits which were made to the Partners on an 80%/20% basis.
Next, losses will be allocated 90% to the Limited Partners and 10%
to the General Partners to the extent any prior allocations of
profits were made to the Partners on an 90%/10% basis.
Thereafter, losses, if any, will be allocated to those Partners
who bear the economic risk of loss.
Partners should refer to the partnership agreement for more
specific information.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
-------------------------
All short-term investments with original maturities of three
months or less are considered to be cash equivalents.
Investment Transactions
-----------------------
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. Due to the
inherent uncertainty of valuation, those estimated values for
portfolio investments carried at cost may differ significantly
from the values that would have been used had a ready market for
the investments existed, and the differences could be material to
the financial statements. Investment 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. Investment transactions are recorded on a
trade date basis. Income is recorded on an accrual basis.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Income Taxes
------------
Income taxes have not been provided for as the Partnership
is a limited partnership and each partner is liable for its own
tax payments. Allocation of Partnership profits and losses for
tax purposes is based upon taxable income which may differ from
net income for financial reporting primarily due to differences
between book and tax accounting for portfolio investments.
25
<PAGE>
<PAGE>
Distributions
-------------
When excess cash, if any, becomes available, it is the
Partnership's intent to make distributions. All distributions are
subject to the sole discretion of the Managing General Partner and
the Independent General Partners.
4. PER UNIT INFORMATION
There is no market for the Limited Partnership interests. Per
Unit Information is as follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
1999 1998 1997
-------- -------- -------
<S> <C> <C> <C>
Number of unit holders 132 131 131
======== ======== =======
Limited partnership units 111,395 111,395 111,395
General partnership units 1,135 1,135 1,135
-------- -------- -------
Total units outstanding 112,530 112,530 112,530
======== ======== ========
Net asset value per unit $ 18.22 $ 15.19 $ 16.43
======== ======== ========
Net income (loss) per unit $ 3.03 $ (1.24) $ 3.81
======== ======== ========
</TABLE>
26
<PAGE>
<PAGE>
5. RELATED PARTY TRANSACTIONS
The Partnership is furnished with certain non-reimbursed
management and accounting services by affiliates, which are not
reflected in the accompanying financial statements.
The Managing General Partner performs management and
administrative services for the operation of the Partnership. The
Management Agreement was amended to waive the annual management
fee of 1.5% of total assets, computed quarterly, to the Managing
General Partner. This payment was terminated after the second
quarter of 1998; fees for 1998 totaled $14,325.
The Partnership may place its General Partners on Boards of
Directors of portfolio companies.
The Managing General Partner and the Independent General
Partners of the Partnership are also the managing general partner
and independent general partners, respectively, of Community
Investment Partners, L.P., a business development company.
Additionally, the Managing General Partner is the managing
general partner of Community Investment Partners III L.P., LLLP,
another business development company.
27
<PAGE>
<PAGE>
6. INVESTMENT TRANSACTIONS
Following is a summary of portfolio investment transactions during the
years ended December 31, 1999, 1998 and 1997, respectively.
<TABLE>
<CAPTION>
For the year ended December 31, 1999
- ------------------------------------
Type of Realized
Company Investment Cost Proceeds Gain (Loss)
- ------- ---------- ---- -------- -----------
<S> <C> <C> <C> <C>
PURCHASES:
BioSeparations, Inc. Purchase of Series
F Preferred Stock $ 6,000
Novocell, Inc. Purchase of
Series A
Preferred Stock 10,000
--------
TOTAL PURCHASES $ 16,000
========
SALES:
Hawk Corp. (Houghton Payment of
Acquisition Corp.) Term Note $ 25,800 $24,887 $ (913)
Neocrin Company Write-off
investment In
Series E
Preferred Stock 100,000 -- (100,000)
Write-off
investment
In Series F
Preferred Stock 6,000 -- (6,000)
-------- ------- ---------
TOTAL SALES $131,800 $24,887 $(106,913)
======== ======= =========
</TABLE>
In additional to the above transactions, the 1,525 shares of Online
Resources and Communications Corporation Series C Convertible Preferred
Stock previously held underwent a 2.81 reverse stock split and were
converted in 18,118 shares of common stock in conjunction with a public
offering. The Partnership now holds warrants to purchase 7,233 shares of
common stock, exercisable at $8.43 until June 1, 2002.
28
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
For the year ended December 31, 1998
- ------------------------------------
Type of Realized
Company Investment Cost Proceeds Gain (Loss)
- ------- ---------- ---- -------- -----------
<S> <C> <C> <C> <C>
PURCHASES:
Stereotaxis, Inc. Purchase of Series C
Convertible
Preferred Stock $100,001
Conversion of accrued
interest on Note into
Series C Convertible
Preferred Stock 2,420<Fa>
--------
TOTAL PURCHASES $102,421
========
SALES:
Hawk Corp. (Houghton Payment of
Acquisition Corp.) Term Note $ 51,600 $51,600 -
-------- ------- --------
TOTAL SALES $ 51,600 $51,600 -
======== ======= ========
<FN>
<Fa> On June 26,1998, the Stereotaxis, Inc. 10% Convertible Promissory
Note, due October 31, 2002 converted into 26,406 shares of Series
C Preferred Stock. The outstanding interest on this 10%
Convertible Promissory Note ($2,420 as of 6/26/98) was converted
into 1,613 shares of Series C Preferred Stock. Additionally, the
Partnership received 5,281 warrants to purchase Preferred Stock at
$1.50 per share, exercisable through October 31, 2002.
</TABLE>
29
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
For the year ended December 31, 1997
- ------------------------------------
Type of Realized
Company Investment Cost Proceeds Gain (Loss)
- ------- ---------- ---- -------- -----------
<S> <C> <C> <C> <C>
PURCHASES:
Medical Device
Alliance, Inc. Common Stock $100,000
Online Resources &
Communications Promissory Note
Corporation & Warrants 152,466
Advanced Series A
UroScience, Inc. Preferred Stock 100,000
Computer Motion, Inc. Warrants 8
Neocrin Company Series E
Preferred Stock 100,000
BioSeparations, Inc. Series B
Preferred Stock
& Warrants 100,000
Stereotaxis, Inc. Convertible
Promissory Note 39,609
--------
TOTAL PURCHASES $592,083
========
SALES:
Houghton Class A Cumulative
Acquisition Corp. Redeemable
Preferred Stock $200,013 $711,986<Fa> $511,973
Computer Motion, Inc. Term Note 125,000 125,000 -
Computer Motion, Inc. Fractional Shares
Common Stock 7 7 -
-------- -------- --------
TOTAL SALES $325,020 $836,993 $511,973
======== ======== ========
<FN>
<Fa> Proceeds included $634,586 in cash and a $77,400 8% Convertible
Promissory Note due 1/2/99. A $25,800 Promissory Note contingent
upon the future income of HAC before interest, taxes, depreciation,
amortization and corporate charges was also received as consideration.
Due to the
30
<PAGE>
<PAGE>
contingent nature of the $25,800 Promissory Note, a gain has not been
recorded. This note has been recorded at an original cost of $0, and
additional gain will be recorded if, or when, payments become due under
terms of the Note.
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
31
<PAGE>
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There are two Independent General Partners and one Managing
General Partner of the Partnership. These Independent General Partners
and the Managing General Partner are responsible for the management and
administration of the Partnership. The General Partners are "interested
persons" of the Partnership as defined by the Investment Company Act of
1940, but the Partnership has obtained an exemptive order from the
Securities and Exchange Commission permitting them to be considered
disinterested persons. The Independent General Partners provide overall
guidance and supervision with respect to the operation of the
Partnership and perform the various duties imposed on the directors of a
business development company by the Investment Company Act of 1940. In
addition to general fiduciary duties, the Independent General Partners
supervise the management and underwriting arrangement of the
Partnership, the custody arrangement with respect to portfolio
securities, the selection of accountants, fidelity bonding and
transactions with affiliates.
Specific Information regarding the Independent General Partners:
Thomas A. Hughes, 56, is the Assistant Vice President, Associate
General Counsel and Manager-Legal of The Detroit Edison Company, the
utility subsidiary of DTE Energy Company. He also serves as the
Associate General Counsel of DTE Energy Company. Headquartered in
Detroit, Michigan, Detroit Edison is Michigan's largest electric utility
serving two million customers in Southeastern Michigan. Prior to joining
Detroit Edison in 1978, Mr. Hughes served as General Counsel of the
Missouri Public Service Commission. Mr. Hughes has served as a Trustee
of the Detroit Metropolitan Bar Association Foundation, and as a member
of the Michigan State Bar Association Administrative Law Section Council
and is currently serving as a member of the Board of Directors of the
Michigan Chapter of the American Corporate Counsel Association. Mr.
Hughes does not own any units.
Ralph G. Kelly, 42, joined Charter Communications, Inc. in 1993 as
Vice President-Finance, a position he held until early 1994, when he
became Chief Financial Officer of CableMaxx, Inc., a wireless cable
television operator. Mr. Kelly returned as Senior Vice
President-Treasurer of Charter Communications, Inc. in February 1996,
and has responsibility for treasury operations, investor relations and
financial reporting. Mr. Kelly has worked in the cable industry since
1984 when he joined Cencom Cable Associates, Inc. as Controller. Mr.
Kelly was promoted to Treasurer of Cencom Cable Associates, Inc. in 1989
and was responsible for treasury management, loan compliance, budget
administration, supervision of internal audit and SEC reporting. Mr.
Kelly is a Certified Public Accountant and was in the audit division of
Arthur Andersen LLC from 1979 to 1984. Mr. Kelly owns 100 Units. Mr.
Kelly does not own any units.
CIP Management, L.P., LLLP (the "Managing General Partner") is the
Managing General Partner of Community Investment Partners II, L.P. The
Managing General Partner is also managing general partner of Community
Investment Partners, L.P. and Community Investment Partners III L.P.,
LLLP, business development companies. The General Partners of the
Managing General Partner are CIP Management, Inc., a Missouri
corporation and a wholly-owned subsidiary of Edward D. Jones & Co.,
L.P., and Daniel A. Burkhardt.
32
<PAGE>
<PAGE>
The Directors and Officers of CIP Management, Inc. are as follows:
Daniel A. Burkhardt, 52, President, Treasurer and Director of CIP
Management, Inc. since October 1989 and general partner of CIP
Management, L.P., LLLP since February 1990. He is a general partner of
The Jones Financial Companies, L.L.L.P., the parent company of Edward D.
Jones & Co., L.P., where he has specialized in investment banking and
structuring investments since 1980. He is also a director of St. Joseph
Light & Power Co. and SEMCO Energy, Inc. Mr. Burkhardt is the beneficial
owner of 4,052 Units.
Ray L. Robbins, Jr., 55, Vice President and Director of CIP
Management, Inc. since October 1989. He is a general partner of The
Jones Financial Companies, L.L.L.P., the parent company of Edward D.
Jones & Co., L.P., where he has specialized in securities analysis since
1984, and where he was responsible for municipal bond transactions from
1975 to 1983. Mr. Robbins is Co-Chairman of the Edward D. Jones & Co.,
L.P. Investment Policy Committee. Mr. Robbins is a beneficial owner of
3,242 Units.
Marilyn A. Gaffney, 41, Secretary of CIP Management, Inc. since
October 1989. She is a Limited Partner of The Jones Financial
Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P.,
where she has been a senior investment adviser in investment banking
since 1980. Ms. Gaffney is the beneficial owner of 405 Units.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Partnership
Distributions and Allocations" in the Prospectus of the Partnership
dated November 4, 1992, filed with the Securities and Exchange
Commission pursuant to Rule 497(b) under the Securities Act of 1933, is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information concerning the security ownership of the
Independent General Partners and the Officers and Directors of CIP
Managements, Inc., described in Item 10, is herein incorporated by
reference.
33
<PAGE>
<PAGE>
As of March 15, 2000, the following parties are known by the
Partnership to be the beneficial owners of more than 5% of the Units.
Amount of
Beneficial % of Limited
Name Ownership of Units Partnership Capital
---- ------------------ -------------------
Richard P. Kiphart 10,131 9.09%
EDJ Ventures Ltd. 5,633 5.06%
E. Stanley Kroenke 5,633 5.06%
The Partnership is not aware of any arrangement which may, at a
subsequent date, result in a change of control of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related transactions, described in Item
10, are herein incorporated by reference.
34
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
a. The following documents are filed as part of this report:
1. Financial Statements:
--------------------
See Index to Financial Statements and Supplementary
Data contained in Item 8 of this Form 10-K.
2. Financial Statement Schedules:
-----------------------------
All financial statement schedules are omitted because
they are notapplicable, or the required information is
included in the balance sheet or notes thereto.
3. Exhibits:
(3) Amended and Restated Certificate and Agreement
of Limited Partnership dated as of November 4,
1992.
(4) Form of Unit Certificate.<F*>
(10) Management Agreement dated November 4, 1992,
between the Partnership and CIP Management,
L.P., LLLP.<F**>
(28) Prospectus of the Partnership dated November 4,
1992, filed with the Securities and Exchange
Commission in connection with Registration
Statement No. 33-47917 on Form N-2 under the
Securities Act of 1933.<F**>
[FN]
<F*> Incorporated by reference to Exhibit A of the
Prospectus of the Partnership dated November 4,
1992 filed with the Securities and Exchange
Commission pursuant to Rule 497(b) under the
Securities Act of 1933.
<F**> Incorporated by reference to the Partnership's
Registration Statement No. 33-47917 on Form N-2
under the Securities Act of 1933.
b. No reports on Form 8-K were filed during the quarter ended
December 31, 1999.
c. Exhibits filed as part of this report are included in Item
(14) (a)(3) above.
d. All financial statement schedules are omitted because they
are not applicable, or the required information is included
in the balance sheet or notes thereto.
35
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 24th day of March, 2000.
Community Investment Partners II, L.P.
By: CIP Management, L.P., LLLP, its
Managing General Partner
By: CIP Management, Inc., its
Managing General Partner
/s/ Daniel A. Burkhardt, President
--------------------------------------
By: Daniel A. Burkhardt, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/ Daniel A. Burkhardt General Partner of CIP Management
- ------------------------------- L.P., LLLP, President, Treasurer and
Daniel A. Burkhardt Director of CIP Management, Inc.
/s/ Ray L. Robbins Vice President and Director of CIP
- ------------------------------- Management, Inc.
Ray L. Robbins
/s/ Ralph G. Kelly Individual General Partner,
- ------------------------------- Community Investment Partners II, L.P.
Ralph G. Kelly
/s/ Thomas A. Hughes Individual General Partner,
- ------------------------------- Community Investment Partners II, L.P.
Thomas A. Hughes
36
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
(3) Amended and Restated Certificate and
Agreement of Limited Partnership dated
as of November 4, 1992 <F*>
(4) Form of Unit Certificate <F*>
(10) Management Agreement dated November 4, 1992,
between the Partnership and CIP Management,
L.P., LLLP <F*>
(28) Prospectus of the Partnership dated November 4,
1992, filed with the Securities and Exchange
Commission in connection with Registration
Statement No. 33-47917 on Form N-2 under the
Securities Act of 1933 <F*>
[FN]
- -----------
<F*>Incorporated by reference
37
<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
year ended December 31, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<INVESTMENTS-AT-COST> 1,692,112
<INVESTMENTS-AT-VALUE> 2,019,936
<RECEIVABLES> 32,682
<ASSETS-OTHER> 12,635
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,065,253
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,604
<TOTAL-LIABILITIES> 14,604
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 112,530
<SHARES-COMMON-PRIOR> 112,530
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,050,649
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,886
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> (106,913)
<APPREC-INCREASE-CURRENT> 464,246
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 23,981
<AVERAGE-NET-ASSETS> 1,880,030
<PER-SHARE-NAV-BEGIN> 15.19
<PER-SHARE-NII> 3.03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.22
<EXPENSE-RATIO> 0
</TABLE>
