UNITED STATES
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) May 28, 2010
real estate associates limted II
(Exact name of Registrant as specified in its charter)
|
California |
0-09782 |
95-3547609 |
|
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
|
of incorporation) |
File Number) |
Identification Number) |
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Real Estate Associates Limited II, a California limited partnership (the “Registrant”), owned a 98% limited partnership interest in Valebrook Associates, a Massachusetts limited partnership (“Valebrook”). Valebrook owns a 151-unit apartment complex located in Lawrence, Massachusetts. As previously disclosed, on April 21, 2010, the Registrant entered into an Assignment and Assumption Agreement (the “Agreement”) with a third party, Equity Resource Fund 2009 Limited Partnership, a Massachusetts limited partnership (the “Assignee”), relating to the assignment of the limited partnership interest held by the Registrant in Valebrook for a total price of $2,600,000. Pursuant to the terms of the Agreement, on May 28, 2010, the Registrant assigned its limited partnership interest in Valebrook to the Assignee and received proceeds of $2,600,000. The Registrant’s investment balance in Valebrook was zero at March 31, 2010.
In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s corporate general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the net proceeds, if any, will be available to distribute to the Registrant’s partners.
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.
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
By: National Partnership Investments Corp.
Corporate General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: June 4, 2010