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) February 14, 2012
(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))
Real Estate Associates Limited II, a California limited partnership (the “Registrant”), owns a 99% limited partnership interest in Landmark Associates LP, an Idaho limited partnership (“Landmark”). On February 14, 2012, Landmark entered into a Purchase and Sale agreement to sell its investment property to a third party, GH Capital National Housing Fund, LLC, a Delaware limited liability company (the “Purchaser”), for a gross sales price of $1,500,000. The Registrant’s consent is a condition to the closing of the transaction. The Registrant is currently reviewing the transaction and has not consented to the sale. The Registrant had no investment balance remaining in Landmark as of September 30, 2011.
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: March 8, 2012