-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FDqo+SDQYmU4xZhlf8Z6kalY8409v6sIFO83keXmjX/FG1IXp1X30Hzr9JAa8q9k vfQ3g3wKNfmjryOkYrLqQg== 0000809224-98-000008.txt : 19980402 0000809224-98-000008.hdr.sgml : 19980402 ACCESSION NUMBER: 0000809224-98-000008 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSA INCOME FUND LIMITED PARTNERSHIP II CENTRAL INDEX KEY: 0000809224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 042932178 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-17091 FILM NUMBER: 98584673 BUSINESS ADDRESS: STREET 1: 22 BATTERYMARCH ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173571700 MAIL ADDRESS: STREET 1: 22 BATTERY MARCH STREET CITY: BOSTON STATE: MA ZIP: 02109 10-K 1 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 Commission file number 0-17091 December 31, 1997 CSA Income Fund Limited Partnership II (Exact name of registrant as specified in its charter) Massachusetts No. 04-2932178 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 22 Batterymarch St., Boston, MA 02109 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (617) 357-1700 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: 78,785 Units of Limited Partnership Interest Indicate by check whether 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 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 ] Number of shares outstanding of each registrant's classes of securities: Number of Units Title of Each Class at December 31, 1997 Units of Limited Partnership 78,785 Interest: $250 per unit DOCUMENTS INCORPORATED BY REFERENCE Portions of Part IV are incorporated by reference to Post-Effective Amendment No. 1 to Form S-1, Registration No. 33-11272 The exhibit index is located on pages 19 and 20. Part I Item 1. Business CSA Income Fund Limited Partnership II (the "Partnership") was a limited partnership organized under the provisions of The Massachusetts Uniform Limited Partnership Act. The Partnership was composed of CSA Income Funds, Inc., the General Partner (an affiliate of CSA Financial Corp.),and 1,817 Limited Partners owning 78,785 Units of Limited Partnership Interest of $250 each, the capital contributions of which aggregated $19,689,570 at December 31, 1997. The Partnership was formed on September 17, 1986 and commenced operations on June 26, 1987. The Partnership terminated its public offering on June 30, 1988. THE GENERAL PARTNER COMPLETED THE WIND-UP OF THE PARTNERSHIP DURING 1997. A FINAL DISTRIBUTION WAS PAID TO ALL LIMITED PARTNERS ON DECEMBER 31, 1997. THE PARTNERSHIP WILL BE DISSOLVED BY THE GENERAL PARTNER UPON THE FILING OF A CERTIFICATE OF CANCELLATION WITH THE STATE OF MASSACHUSETTS. THIS IS THE FINAL PARTNERSHIP 10-K TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The Partnership was organized to engage in the business of acquiring income-producing equipment for investment. The Partnership's principal objectives were: 1.To acquire and lease equipment, primarily through Operating Leases,to generate income during its entire useful life; 2.To provide quarterly distributions of cash to the Limited Partners from leasing revenues and from the proceeds of sale or other disposition of Partnership Equipment; and 3.To reinvest in additional equipment a portion of lease revenues and a substantial portion of Cash From Sales and Refinancings during the first years of the Partnership's operations. The Partnership was formed primarily for investment purposes and not as a "tax shelter". The registrant had no direct employees. The General Partner had full and exclusive discretion in management and control of the Partnership. Selection of the equipment for purchase and lease was based principally on the General Partner's evaluation of the usefulness of the Equipment in commercial or industrial applications and its estimate of the potential demand for the equipment at the end of the initial lease term. The Partnership's equipment may have included: 1.New and reconditioned computer peripheral equipment, computer terminal systems and data processing systems primarily manufactured by International Business Machines, Inc. (IBM) and qualified for IBM maintenance. 2.New telecommunications and telecomputer equipment consisting primarily of private automated branch exchanges (PBXs), advanced high-speed digital telephone switching devices, voice/data transmission devices and telephone/computer networks as well as telephone handsets and facsimile transmission products. 3.New office equipment consisting primarily of photocopying and graphic processing equipment. 4.New highway transportation equipment and new and reconditioned air transportation equipment consisting primarily of tractors, trailers, trucks,intermodal equipment, railroad rolling stock, passenger vehicles and corporate or commercial aircraft. 5.Miscellaneous other types of equipment which met the investment objective of the Partnership. The equipment leasing industry is highly competitive. In initiating its leasing transactions, the Partnership competed with leasing companies,manufacturers that lease their products directly, equipment brokers and dealers and financial institutions, including commercial banks and insurance companies. Many competitors are larger than the Partnership and have access to more favorable financing. Competitive factors in the equipment leasing business primarily involve pricing and other financial arrangements. Marketing capability is also a factor. The lessees providing at least 10% of total revenues during 1997 are as follows: America West Airlines 18% K-Mart Corporation 21% Lucent Technologies Inc. 32% U.S. West Communications, Inc. 12% The Partnership's leases and equipment are described more fully in Notes 3 and 4 to the Financial Statements included in Item 8. Item 2. Properties The Partnership neither owned nor leased office space or equipment for the purpose of managing its day-to-day affairs. The General Partner, CSA Income Funds, Inc. (CIF), had exclusive control over all aspects of the business of the Partnership, including provision for any necessary office space. As such, CIF was compensated through Management Fees and reimbursement of General and Administrative costs related to managing the Partnership's business. Excluded from the allowable reimbursement to the General Partner,however, was any of the following: (1) Expenditures for rent or utilities;(2) Capital equipment and the related depreciation; and (3) Certain other administrative items. Item 3. Legal Proceedings The Partnership was not a party to any pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of 1997. PART II Item 5. Market for the Registrant's Equity Securities and Related Security Holder Matters a.The Partnership's limited partnership interests were not publicly traded. There was no market for the Partnership's limited partnership interests. b.Approximate Number of Equity Security Holders: Title of Class Number of Limited Partners Units of Limited Partnership Interests as of 12/31/97 78,785 1,817 c.Distributions were paid at a rate determined by the General Partner. Total Distributions paid per Limited Partnership Unit during 1997, 1996,1995, 1994 and 1993 were as follows: 1997 1996 1995 1994 1993 February $ 4.38 4.38 $ 4.38 $ 4.38 $ 6.25 May 4.38 4.38 4.38 4.38 4.38 August 4.38 4.38 4.38 4.38 4.38 November 4.38 4.38 4.38 4.38 4.38 December 8.32 - - - - $25.84 $17.52 $17.52 $17.52 $19.39
Item 6. Selected Financial Data - Unaudited The following table sets forth selected financial information regarding the Partnership's financial position and operating results. The information should be read in conjunction with the Financial Statementsand Notes thereto, and General Partner's Discussion and Analysis of Financial Condition and Results of Operations, which are included in Items 7 and 8 of this Report.
Years Ended December 31, (IN THOUSANDS EXCEPT PER UNIT AMOUNTS) 1997 1996 1995 1994 1993 Total Revenues $1,742 $1,958 $2,224 $3,542 $3,559 Net Income 753 597 905 883 1,371 Net Income per Limited Partnership Unit 7.59 7.29 11.38 11.10 17.24 Total Assets - 2,552 3,001 3,802 4,892 Notes Payable - 1,126 803 751 1,452 Limited Recourse Notes Payable - 78 71 292 - Distributions per Limited Partnership Unit 25.84 17.52 17.52 17.52 19.39
Item 7.General Partner's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations During 1997, the General Partner sold all remaining leases and equipment and paid its final distribution. Gross rental income for the years ended December 31, 1997, 1996, and 1995 was $1,105,953, $1,882,003 and $2,014,366, respectively. The decrease in gross rental income over time is attributable to the expected occurrence of reduced rental rates for re-leased equipment and to the sale of equipment from the Partnership's portfolio. Net income for the year ended December 31, 1997 was $753,010 as compared to net income of $597,769 and $905,421 in the years ended December 31,1996 and 1995, respectively. The increase in net income was primarily due to the gain on sale of equipment as the Partnership was dissolved. Interest income for 1997, 1996, and 1995 was $5,703, $17,249, and $60,417, respectively. The 1997 decrease was due to lower cash balances. Interest expense was $47,414, $92,067, and $67,724, for the years ended December 31, 1997, 1996, and 1995, respectively. Interest expense decreased in 1997 primarily due to the reduction of debt during the year. Liquidity and Capital Resources During 1997, the Partnership realized cash flow from operations of $987,329 and $1,628,942 from the sale of equipment. The Partnership utilized the cash flow from operations and sale of equipment to reduce notes payable and make distributions to its partners. Notes payable were reduced by $1,126,931 in 1997 and distributions to the partners were $2,046,260. The General Partner informed the Limited Partners in the 1996 Third Quarter Financial Report mailed on November 14, 1996 that the Partnership was winding up and the Partnership would be dissolved in 1997. The General Partner completed the wind up in 1997 and paid a final distribution on December 31, 1997. The Partnership distributed $8.32 per Limited Partnership Unit on December 31, 1997. Over its life, the Partnership made cash distributions to the Limited Partners ranging from 92% to 101% of their initial investment,depending on when the Limited Partner entered the Partnership. Quarterly Financial Data - Unaudited Summarized unaudited quarterly financial data for the years ended December 31, 1997 and 1996 is as follows:
1997 Quarter Ended: 12/31 9/30 6/30 3/31 Total Revenues * $ 752,967 $ 245,638 $ 313,206 $ 430,803 Net Income 613,866 35,744 3,170 100,230 Net Income Per Limited Partnership Unit 6.22 .45 .04 .88 Cash Distributions Paid Per Limited Partnership Unit 12.70 4.38 4.38 4.38 1996 Quarter Ended: 12/31 9/30 6/30 3/31 Total Revenues *$ 491,904 $ 530,488 $ 541,230 $ 394,546 Net Income 90,294 163,488 205,315 138,672 Net Income Per Limited Partnership Unit .92 2.05 2.58 1.74 Cash Distributions Paid Per Limited Partnership Unit 4.38 4.38 4.38 4.38
* Total revenues include the net gains and losses from the sale of equipment. Item 7A. Quantitative and Qualitative Disclosures about Market Risk There was no Market Risk related to the Notes Payables of the Partnership since all Notes were Nonrecourse and had fixed interest rates. There were no other financial instruments that required Market Risk disclosure. Item 8. Financial Statements CSA Income Fund Limited Partnership II Index to Financial Statements Page Number Independent Auditors' Report 9 Statements of Financial Position as of December 31, 1997 and 1996 10 Statements for the Years Ended December 31, 1997, 1996 and 1995: Cash Flows 12 Changes in Partners' Capital (Deficit) 13 Notes to Financial Statements 14
INDEPENDENT AUDITORS' REPORT To the Partners of CSA Income Fund Limited Partnership II We have audited the accompanying statements of financial position of CSA Income Fund Limited Partnership II as of December 31, 1997 and 1996, and the related statements of operations, cash flows, and changes in partners' capital (deficit) for the three years then ended. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in note 1 to the financial statements, the General Partner has completed the wind-up of the Partnership during 1997 and a final distribution was paid to all Limited Partners on December 31, 1997. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CSA Income Fund Limited Partnership II as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the three years then ended in conformity with generally accepted accounting principles. \s\ Sullivan Bille, P.C. Boston, Massachusetts March 6, 1998
CSA INCOME FUND LIMITED PARTNERSHIP II Statements of Financial Position as of December 31, 1997 and 1996 1997 1996 Assets Cash and cash equivalents $ - $ 556,920 Accounts receivable - affiliates - 69,648 Rental equipment, at cost - 5,509,177 Less accumulated depreciation - (3,613,329) Net rental equipment - 1,895,848 Total assets $ - $ 2,522,416 Liabilities and Partners' Capital Accrued management and reimbursable fees $ - $ 9,758 Accounts payable - 11,226 Deferred income - 3,202 Notes payable - 1,126,931 Limited recourse notes payable - 78,049 Total liabilities - 1,229,166 Partners' capital: General Partner (deficit): Capital contribution 1,000 1,000 Cumulative net gain 177,508 22,769 Cumulative cash distributions (178,508) (168,052) - (144,283) Limited Partners (78,785 units): Capital contributions, net of offering costs 17,563,265 17,563,265 Cumulative net gain 1,112,043 513,772 Cumulative cash distributions (18,675,308) (16,639,504) - 1,437,533 Total partners' capital - 1,293,250 Total liabilities and partners' capital $ - $ 2,522,416 See accompanying notes to financial statements
CSA INCOME FUND LIMITED PARTNERSHIP II Statements of Operations for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995 Revenues: Rental income $ 1,105,953 $ 1,882,003 $ 2,014,366 Interest income 5,703 17,249 60,417 Gain on sale of equipment 630,958 58,916 149,837 Total revenues 1,742,614 1,958,168 2,224,620 Costs and expenses: Depreciation 816,236 1,101,087 1,064,341 Interest 47,414 92,067 67,724 Storage and refurbishment 3,886 3,000 8,400 Management fees 55,297 94,100 100,718 General and administrative 66,771 70,145 78,016 Total expenses 989,604 1,360,399 1,319,199 Net income $ 753,010 $ 597,769 $ 905,421 Net income allocation: General Partner $ 154,739 $ 23,382 $ 9,054 Limited Partners 598,271 574,387 896,367 $ 753,010 $ 597,769 $ 905,421 Net income per Limited Partnership Unit $ 7.59 $ 7.29 $ 11.38 Number of Limited Partnership Units Outstanding 78,785 78,785 78,785
See accompanying notes to financial statements.
CSA INCOME FUND LIMITED PARTNERSHIP II Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 1997 1996 1995 Cash flows from operations: Cash received from rental of equipment $ 1,175,978 $ 2,004,959 $ 1,871,777 Cash paid for operating and management expenses (146,938) (178,466) (280,280) Interest paid (47,414) (92,067) (67,724) Interest received 5,703 17,249 60,417 Net cash from operations 987,329 1,751,675 1,584,190 Cash flows from investments: Purchase of equipment - (1,409,642) (1,006,788) Sale of equipment 1,628,942 257,313 1,217,771 Net cash from (used for) investments 1,628,942 (1,152,329) 210,983 Cash flows from financing: Proceeds from notes payable - 1,111,573 601,411 Repayment of notes payable (1,126,931) (781,111) (771,207) Payment of cash distributions (2,046,260) (1,394,254) (1,394,256) Net cash used for financing (3,173,191) (1,063,792) (1,564,052) Net change in cash and cash equivalents (556,920) (464,446) 231,121 Cash and cash equivalents at beginning of year 556,920 1,021,366 790,245 Cash and cash equivalents at end of year $ 0 $ 556,920 $ 1,021,366
See accompanying notes to financial statements.
CSA INCOME FUND LIMITED PARTNERSHIP II Statement of Changes in Partners' Capital (Deficit) for the years ended December 31, 1997, 1996 and 1995 Limited General Partners Partner Total Balance at December 31, 1994 $ 2,727,405 $ (148,835) $ 2,578,570 Net income 896,367 9,054 905,421 Cash distributions (1,380,313) (13,943) (1,394,256) Balance at December 31, 1995 2,243,459 (153,724) 2,089,735 Net income 574,387 23,382 597,769 Cash distributions (1,380,313) (13,941) (1,394,254) Balance at December 31, 1996 1,437,533 (144,283) 1,293,250 Net income 598,271 154,739 753,010 Cash distributions (2,035,804) (10,456) (2,046,260) Balance at December 31, 1997 $ 0 $ 0 $ 0
See accompanying notes to financial statements. CSA INCOME FUND LIMITED PARTNERSHIP II Notes to Financial Statements (1) Organization The Partnership was formed under the Massachusetts Uniform Limited Partnership Act on September 17, 1986, with an initial investment of $1,000, to invest primarily in equipment to be leased to third parties. On June 26, 1987, the Partnership commenced operations, admitting 397 Limited Partners who purchased 12,398 partnership units, contributing $3,098,860 in capital. Subsequent to the initial closing, the Partnership admitted an additional 469 Limited Partners whose capital contribution totalled $5,404,800, representing 21,634 partnership units during 1987 and an additional 1,007 Limited Partners whose capital contributions totalled $11,185,910 representing 44,753 partnership units during 1988. The Partnership terminated its offering period on June 30, 1988. During 1997, the General Partner completed the wind-up of the Partnership. All remaining leases and equipment were sold and a final distribution was paid to all Limited Partners on December 31, 1997. Distributable cash from operations, sales or refinancings and profits or losses for federal income tax purposes were allocated 99% to the Limited Partners and 1% to the General Partner until Payout occurred, and thereafter, 85% and 15% respectively. As provided by the Partnership Agreement, pursuant to Section 8.3 (c), accounting profits from the sale of equipment that results in the dissolution of the Partnership, were allocated to each partner first in the amount equal to the negative balance in the Capital Account of such partner. In connection with the wind up of the Partnership, certain gains on the disposition of partnership assets were allocated during the fourth quarter of 1996 and the year 1997 to the General Partner to reduce its Capital Account negative balance. In accordance with the Partnership Agreement, the Partnership was liable to the General Partner (or its affiliates) for management fees and reimbursable operating expenses calculated in amounts not to exceed 5% and 2%, respectively, of gross rental revenues. As of December 31, 1997, all such liabilities had been paid by the Partnership. CSA INCOME FUND LIMITED PARTNERSHIP II Notes to Financial Statements (2) Significant Accounting Policies The Partnership records were maintained on the accrual basis of accounting.The Partnership accounted for equipment leases as operating leases; therefore, rental income was reported when earned and the cost of the equipment was depreciated on a straight-line basis over the shorter of the initial term of the lease or five years, to estimated realizable value at the end of such period. On a periodic basis, the artnership conducted a review of the net book values of its equipment as compared to the estimated net realizable values for such equipment. The Partnership recorded additional charges to depreciation expense when netbook values exceeded estimated net realizable values. Based on this analysis, the Partnership recorded no additional charges to depreciation expense in 1995, 1996 or 1997. No provision for income taxes was made as the liability for such taxes was that of the partners rather than the Partnership. The Partnership's federal tax return is prepared solely to arrive at the Partner's individual taxable income or loss as reported on form K-1. The Partnership's book income exceeded federal taxable income by approximately $268,660 for 1997.Partnership federal taxable income exceeded book income by approximately $40,000 for 1996. The Partnership's book income exceeded federal taxable income by approximately $271,000 for 1995. The differences were primarily due to differences in the depreciation methods for book and income tax purposes. The Partnership considered short-term investments with original maturities of three months or less to be cash equivalents. The preparation of financial statements in conformity with generally accepted accounting principles required the General Partner to make estimates and assumptions that affected 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 revenue and expenses during the reporting year. Actual results could differ from those estimates. (3) Rental Equipment The Partnership purchased no equipment during 1997. The Partnership had purchased equipment in prior years subject to existing leases either directly from CSA Financial Corp. or the manufacturer. The purchase price to the Partnership was equal to the lessor of fair market value or cost as adjusted, if necessary, for rents received and carrying costs,plus an acquisition fee of 4% of cost. CSA INCOME FUND LIMITED PARTNERSHIP II Notes to Financial Statements (4) Leases Four lessees provided approximately 83% (32%, 21%, 18% and 12%, respectively) of the Partnership's rental income in 1997 as compared with four lessees providing 60% (22%, 16%, 12% and 10%, respectively) and two lessees providing approximately 28% (14% and 14%, espectively) in 1996 and 1995, respectively. (5) Notes Payable Notes payable consisted of notes due in monthly installments, with interest rates that ranged from 7.00% to 9.11% per annum. Such notes were all paid in full as part of the dissolution of the Partnership. (6) Limited Recourse Notes Payable The Limited recourse notes payable of $78,049, which matured in 1997, consisted of notes due with interest (9.2% to 10.3%) at maturity which coincided with the expiration of the initial lease term of the related equipment. (7) Fair Values of Financial Instruments The following methods and assumptions were used to estimate the fair value of financial instruments: Cash and Cash Equivalents The carrying amount of cash and cash equivalents approximated its fair value due to their short maturity. Notes Payable The fair value of the Partnership's notes payable was based on the market price for the same or similar debt issues or on the current rates offered to the Partnership for debt with the same remaining maturity. The carrying amount of notes payable approximated fair value. Limited Recourse Notes Payable The carrying amount of the limited recourse notes payable approximated its fair value due to their short maturities. CSA INCOME FUND LIMITED PARTNERSHIP II Notes to Financial Statements (8) Related Party Transactions Fees and other expenses paid or accrued by the Partnership to the General Partner or affiliates of the General Partner for the years 1997, 1996 and 1995 were as follows:
1997 1996 1995 Equipment acquisition fees $ - $ 54,217 $ 36,542 Management fees 55,297 94,100 100,718 Reimbursable operating expenses 22,119 37,640 40,287 Storage and Refurbishment fees 3,886 3,000 8,400 Total $ 81,302 $ 188,957 $ 185,947
(9) Net Cash Provided from Operations The reconciliation of net income to net cash from operations for the years 1997, 1996 and 1995 is as follows:
1997 1996 1995 Net income $ 753,010 $ 597,769 $ 905,421 Depreciation 816,236 1,101,087 1,064,341 Gain on sale of equipment (630,958) (58,916) (149,837) (Increase) decrease in receivables 69,648 124,590 (93,630) Other 3,579 - - Decrease in payables and deferred income (24,186) (12,855) (142,105) Net cash from operations $987,329 $ 1,751,675 $1,584,190
In addition, there were noncash financing transactions that reduced Limited recourse notes payable by $78,049 during 1997. PART III Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 10. Directors and Executive Officers of the Registrant The Partnership had no directors or officers. All management functions were performed by CSA Income Funds, Inc., the corporate General Partner. The current directors and officers of the corporate General Partner are:
Name Age Title(s) Elected J. Frank Keohane 61 Director & President 04/01/88 Richard P. Timmons 43 Controller 03/01/95 Trevor A. Keohane 31 Director 05/28/93
Term of Office: Until a successor is elected. Item 11. Executive Compensation (a), (b), (c), (d) and (e): The Officers and Directors of the General Partner received no current or proposed direct remuneration in such capacities, pursuant to any standard arrangements or otherwise, from the Partnership. In addition, the Partnership did not pay and does not propose to pay any options, warrants or rights to the Officers and Directors of the General Partner. There exists no remuneration plan or arrangement with any Officer or Director of the General Partner resulting from resignation, retirement or any other termination. See Note 8 of the Notes to Financial Statements included in Item 8 of this report for a description of the remuneration paid by the Partnership to the General Partner and its affiliates. Item 12. Security Ownership of Certain Beneficial Owners and Management By virtue of its organization as a limited partnership, the Partnership had outstanding no securities possessing traditional voting rights. However, as provided for in Section 13.2 of the Agreement of Limited Partnership (subject to Section 13.3), a majority in interest of the Limited Partners had voting rights with respect to: 1. Amendment of the Limited Partnership Agreement. 2. Termination of the Partnership. 3. Removal of the General Partner. 4. Approval or disapproval of the sale of substantially all the assets of the Partnership, if such sale occured prior to June 30, 1995. No person or group was known by the General Partner to own beneficially more than 5% of the Partnership's outstanding Limited Partnership Units as of December 31, 1997. Item 13. Certain Relationships and Related Transactions The General Partner is affiliated with the General Partner for CSA Income Fund Limited Partnership III and CSA Income Fund IV Limited Partnership and may act in that capacity for other income fund limited partnerships in the future. PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a) (1) Financial Statements - See accompanying Index to Financial Statements - Item 8. (2) Financial Statement Schedules - All schedules have been omitted as not required, not applicable or the information required to be shown therein is included in the Financial Statements and related notes. (3) Exhibits Index Except as set forth below, all exhibits to Form 10-K, as set forth in item 601 of Regulation S-K are not applicable. Page Number or Exhibit Incorporated by Number Description Reference 4.1 Agreement of Limited Partnership * 4.2 Subscription Agreement ** 4.3 Certificate of Limited Partnership and *** Agreement of Limited Partnership dated September 17, 1986 4.4 First Amended and Restated Certificate *** of Limited Partnership and Agreement of Limited Partnership dated January 9,1987 4.5 Second Amended and Restated Certificate **** of Limited Partnership and Agreement of Limited Partnership dated March 10, 1987 10. Material Contracts *** 10.1 Escrow Agreement **** 27.1 Financial Data Schedule
* Included as Exhibit A to Amendment No. 1 to Form S-1, Registration Statement No. 33-11272 filed with the Securities and Exchange Commission on March 11, 1987. ** Included as Exhibit C to Amendment No. 1 to Form S-1 to Registration Statement No. 33-11272 filed with the Securities and Exchange Commission on March 11, 1987. *** Included with the Exhibit Volume to Form S-1, Registration Statement No. 33-11272 filed with the Securities and Exchange Commission on January 12, 1987. **** Included with the Exhibit Volume to Amendment No. 1 to Form S-1, Registration Statement No. 33-11272 filed with the Securities and Exchange Commission on March 11, 1987. (b) Reports on Form 8-K: There were no reports filed during the fourth quarter of 1997. 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. CSA Income Fund Limited Partnership II (Registrant) By its General Partner, CSA Income Funds, Inc. Date: /s/ J. Frank Keohane, 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 and on the dates indicated. By its General Partner, CSA Income Funds, Inc. Date: /s/ J. Frank Keohane President & Director Principal Executive Officer Date: /s/ Christopher R. Guiod Senior Vice President Finance and Administration Date: /s/ Richard P. Timmons Controller Principal Accounting and Finance officer EX-27 2
5 This schedule contains summary financial information extracted from CSA income Fund Limited Partnership II's Statement of Financial Position as of December 31, 1997 and Statement of Operations for the twelve months then ended and is qualified in its entirely by reference to such financial statements. 12-MOS DEC-31-1997 DEC-31-1997 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,742,614 0 875,419 66,771 0 47,414 753,010 0 753,010 0 0 0 753,010 7.59 7.59 The Registrant maintains an unclassified Statement of Financial Position.
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