8-K

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): December 6, 2012

Cole Credit Property Trust II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-51963	20-1676382
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On December 11, 2012, Cole Real Estate Investments issued a letter to stockholders of Cole Credit Property Trust II, Inc. (the “Company”) and a press release regarding the suspension of the Company’s distribution reinvestment plan (the “DRIP”) and the Company’s share redemption program (the “SRP”). Copies of the letter to stockholders and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 8.01 Other Events

On December 6, 2012, the Board of Directors (the “Board”) of the Company, including all of the Independent Directors, voted to suspend the DRIP and the SRP. Beginning with the distributions previously authorized by the Board for the month of December 2012, which are payable in January 2013, and continuing until such time as the Board may approve the resumption of the DRIP, all distributions authorized by the Board will be paid to the Company’s stockholders in cash.

The Company can provide stockholders with assistance on directing cash distribution payments and answering questions. For IRAs and other qualified accounts, distributions will be paid to the stockholders’ trust company of record. The suspension of the DRIP will not affect the payment of distributions to stockholders who previously received their distributions in cash.

As a result of the suspension of the SRP, all redemption requests received from stockholders during the fourth quarter of 2012 on or before December 6, 2012 and determined by the Company to be in good order on or before December 12, 2012 will be honored in accordance with the terms, conditions and limitations of the SRP; however, the Company will not process or accept any requests for redemption received after December 6, 2012 until such time as the Board may approve resumption of the SRP. The Company expects to make prompt payment for previously submitted and accepted redemption requests.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit NumberDescription of Exhibit

99.1                Letter to stockholders dated December 11, 2012

99.2                Press release dated December 11, 2012

2

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 thereunto duly authorized.

Dated: December 11, 2012	COLE CREDIT PROPERTY TRUST II, INC.
	By:	/s/ Gavin B. Brandon
	Name:	Gavin B. Brandon
	Title:	Vice President of Accounting
		Principal Accounting Officer

3

EX-99.1

December 11, 2012

Dear CCPT II Shareholder,

Cole Real Estate Investments and the Board of Directors of Cole Credit Property Trust II, Inc. (CCPT II) remain steadfastly committed to your best interests as an investing shareholder. As such, we want to inform you that the CCPT II Board of Directors has taken action to suspend the Distribution Reinvestment Plan (DRIP) and Share Redemption Program (SRP). The following actions are designed to provide fair and equal treatment to all shareholders and can be considered industry best practices in anticipation of a liquidity event. Below, please find important information regarding the Board’s actions.

Distribution Reinvestment Plan

CCPT II’s Distribution Reinvestment Plan is being suspended, not cancelled, until further notice.

• All investors will continue to receive their full distributions.

• All future distributions will be paid in cash.

• Any prior reinvested distributions are not impacted.

• Our Investor Services team can provide you with assistance on directing cash distributions and answering your questions. For IRAs and other qualified accounts, distributions will be paid to the shareholders’ trust company of record.

Share Redemption Program

CCPT II’s Share Redemption Program is being suspended, not cancelled, until further notice.

• All share redemption requests received by CCPT II during the fourth quarter on or before December 6, 2012 and determined by CCPT II to be in good order on or before December 12, 2012 will be processed in accordance with the terms, conditions and limitations of the SRP.

• Any prior shares redeemed are not impacted.

• Any requests for redemptions received after December 6, 2012 will not be processed.

While no final decisions have been made, CCPT II anticipates being in a position to announce further updates regarding a potential liquidity event in the near future.

Thank you for your investment in CCPT II. If you have any questions about CCPT II, please contact your Financial Advisor or the Cole Investor Services team at 866-907-2653.

Sincerely,

Marc Nemer President and Chief Executive Officer Cole Real Estate Investments	Jeff Holland, CFA Executive Vice President & Head of Capital Markets Cole Real Estate Investments

Certain statements in this letter may be considered forward-looking statements that reflect the current views of Cole’s management with respect to future events. Forward-looking statements about Cole’s and CCPT II’s plans, strategies, and prospects are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Forward-looking statements are not intended to be a guarantee of any event, action, result, outcome or performance in future periods. Cole and CCPT II do not intend or assume any obligation to update any forward-looking statements, and the reader is cautioned not to place undue reliance on them.

Cole Real Estate Investments Ÿ 2325 East Camelback Road, Suite 1100 Ÿ Phoenix, Arizona 85016

P: 602.778.8700 Ÿ F: 602.778.8780 Ÿ www.ColeCapital.com

EX-99.2

	Cole Real Estate Investments 2325 E. Camelback Road, Suite 1100 Phoenix, Arizona 85016

For further information, contact:     John Bacon, VP, Marketing Cole Real Estate Investments jbacon@colecapital.com Media inquiries, contact Great Ink Communications: (212) 741-2977
Eric Waters - eric.waters@greatink.com Tom Nolan - tom@greatink.com

FOR IMMEDIATE RELEASE

COLE CREDIT PROPERTY TRUST II BOARD OF DIRECTORS TAKES ACTION

RE: DISTRIBUTION REINVESTMENT PLAN AND SHARE REDEMPTION PROGRAM

PHOENIX, AZ: (December 11, 2012) - Cole Real Estate Investments (Cole) announced that the Board of Directors of Cole Credit Property Trust II, Inc. (CCPT II) has unanimously approved the temporary suspension of both CCPT II’s Distribution Reinvestment Plan (DRIP) and its Share Redemption Program (SRP).

“Cole Real Estate Investments and the Board of Directors of CCPT II remain steadfastly committed to the best interests of our investing shareholders,” said Marc Nemer, president and chief executive officer of Cole Real Estate Investments. “The actions taken by the Board of Directors of CCPT II, a majority of whose members are independent, are designed to provide fair and equal treatment to all shareholders and can be considered industry best practices in anticipation of a liquidity event. We look forward to future announcements from CCPT II in the near future.”

All investors will continue to receive their full distributions in cash. Additionally, all redemption requests that were received in good order and accepted by CCPT II on or before December 6, 2012 will be processed in accordance with the SRP. The suspension of the DRIP and SRP will not impact any prior distributions that have been reinvested or shares that have been redeemed.

***

	Cole Real Estate Investments 2325 E. Camelback Road, Suite 1100 Phoenix, Arizona 85016

About Cole Real Estate Investments

Founded in 1979, Cole Real Estate Investments is one of the nation’s leading acquirers and managers of high-quality, income-producing retail, office and industrial real estate assets. Cole primarily targets net-leased single-tenant and multi-tenant retail properties under long-term leases with creditworthy tenants, as well as single-tenant office and industrial properties, using a conservative investment and financing strategy. According to Real Capital Analytics, a leading industry research firm, Cole has established itself as the No. 1 buyer of all single-tenant assets for the past 10 years. At the end of October 2012, Cole-related entities owned and managed more than 1,950 assets representing approximately 70.6 million square feet of commercial real estate in 47 states, with a combined acquisition cost of more than $11.8 billion. To learn more, visit www.colecapital.com.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements that reflect the current views of Cole Real Estate Investments and Cole’s management with respect to future events. Forward-looking statements about Cole’s and CCPT II’s plans, strategies and prospects are based on current information, estimates and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Forward-looking statements are not intended to be a guarantee of any event, action, result outcome or performance in future periods. Cole and CCPT II do not intend or assume any obligation to update any forward-looking statements, and the reader is cautioned not to place undue reliance on them.