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): May 25, 2010

DIVALL INSURED INCOME PROPERTIES 2, L.P.

(Exact name of registrant as specified in its charter)

Wisconsin	000-17686	39-1606834
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1100 Main Street, Suite 1830

Kansas City, MO 64105

(Address of principal executive offices)

816-421-7774

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ 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 7.01. Regulation FD Disclosure

The information provided in Item 8.01 of this current report on Form 8-K is incorporated herein by reference.

The information being furnished pursuant to Item 8.01 in this current report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that section. Such information may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this current report on Form 8-K. In addition, the furnishing of information in this current report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Partnership that the information is material or complete.

Item 8.01. Other Events

On May 17, 2010, DiVall Insured Income Properties 2, L.P. (the “Partnership”) received an unsolicited mini-tender offer from Peachtree Partners (“Peachtree”) to purchase units of the Partnership (the “Units”) from limited partners of the Partnership (the “Limited Partners”) at a price of $200.00 per Unit, less transfer fees of $100 per investor and less any distributions paid after May 14, 2010. The Partnership expresses no opinion and is remaining neutral towards Peachtree’s tender offer. The Partnership has drafted a letter to the Limited Partners dated May 28, 2010 providing further information regarding the tender offer by Peachtree.

A copy of the letter to the Limited Partners dated May 28, 2010 is attached to this current report on Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.

A copy of the letter to the Limited Partners is also posted on the Partnership’s website, which can be accessed at http://www.divallproperties.com/.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Letter to Limited Partners.

Forward-Looking Statements

This current report on Form 8-K and the information contained in Exhibit 99.1 incorporated herein may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements describing the objectives, projections, estimates or future predictions of the Partnership’s operations. These statements may be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “could,” “estimate,” “expect,” “will,” or other variations on these terms. The Partnership cautions that by their nature forward-looking statements involve risk or uncertainty and that actual results may differ materially from those expressed in any forward-looking statements as a result of such risks and uncertainties, including but not limited to: future economic and market conditions; changes in the commercial real estate markets, and uncertainties related to tenant operations.

All forward-looking statements contained in Exhibit 99.1 incorporated herein are expressly qualified in their entirety by this cautionary notice. The reader should not place undue reliance on such forward-looking statements, since the statements speak only as of the date that they are made and the Partnership has no obligation and does not undertake any obligation to publicly update, revise or correct any forward-looking statement for any reason.

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SIGNATURES

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.

	DiVall Insured Income Properties 2, L.P.
	By:	The Provo Group, Inc., General Partner
Date: May 28, 2010	By:	/s/Bruce A. Provo
		Bruce A. Provo, President, Chief Executive Officer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

May 28, 2010

RE:	DiVall Insured Income Properties 2, L.P.
	Third Party Tender Offer

Ladies and Gentlemen:

On or about May 14, 2010, Peachtree Partners and its affiliates (collectively, the “Bidder”) mailed a Repurchase Agreement to limited partners (“Limited Partners”) of DiVall Insured Income Properties 2, L.P. (the “Partnership”), for the purposes of making a third-party tender offer for up to 4.9% (2,268 Units) of the Partnership, including those already owned by the Bidder, at a purchase price equal to $200 per Unit less transfer fees of $100 per investor and less any distributions paid after May 14, 2010 (the “Offer”). Due to the Offer constituting only 4.9% of units in the Partnership, the Bidder did not file a Schedule TO with the Securities and Exchange Commission (“SEC”).

Pursuant to Rule 14e-2 of the Securities and Exchange Act of 1934 (as amended, the “Exchange Act”), the Partnership is obligated to take a position with respect to the Offer. To that end, in accordance with the terms of Rule 14e-2(a)(2) of the Exchange Act, the Partnership expresses no opinion and is remaining neutral toward the Offer because the decision to accept the Offer is purely an economic decision that will depend on each Limited Partner’s particular circumstance. Therefore, it would be inappropriate for the Partnership to substitute its judgment for that of the Limited Partners. However, the Partnership believes it is important that its Limited Partners understand the following information when considering selling Units to the Bidder or any other unsolicited offer.

1. Third-Party Sales:

The Partnership is not affiliated in any way with the Bidder and the money that may be tendered for the Offer does not come from or through the Partnership. Once the Partnership receives sufficient evidence of a sale from the both a seller and buyer directing the Partnership to transfer the Units, the Units are transferred and a new certificate is issued to the buyer. The Partnership will not be responsible for making sure the seller is paid.

With any unsolicited offer, it is important to thoroughly evaluate the terms and conditions. The fine print may be difficult to understand. For example, one area that seems to lead to confusion is who is entitled to receive (or get credit for) any distributions that occur before the sale is completed and the Unit is transferred.

DiVall Insured Income Properties 2, L.P.

May 28, 2010

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The SEC has issued warnings about mini-tender offers. The SEC notice states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC notice can be found at www.sec.gov/investor/pubs/minitend.htm.

2. Purchase Price of Offer:

The Offer is based on a purchase price equal to $200 per Unit, less transfer fees of $100 per investor.

The Bidder’s purchase price is also subject to downward adjustment in the event of any distributions paid after May 14, 2010. As we understand the Offer, distributions paid after May 14, 2010 will reduce the $200 per Unit purchase price.

Comparative transfer price information is available upon request to our Investor Relations Department. The Partnership’s records indicate that Units are trading in a range from $225 to $255 per Unit. The Partnership, however, makes no representation that these prices are fair or reasonable.

3. Current Rate of Return; Improved Portfolio:

The Partnership continues its efforts to eliminate weak performing properties, strengthen tenant quality and provide greater stability. The Partnership’s aggregate distributions for the First Quarter of 2010 equaled $205,000 ($4.43 per Unit), which was $25,000 lower than originally projected due to timing differences in receipts and disbursements. The approximate annualized adjusted “operating return” for the first quarter of 2010 was approximately 5.7%, based on the internal estimated Net Asset Value of $310 per Unit as of December 31, 2009.

4. Qualified Matching Service:

Within the last two years, the Partnership instituted a “Qualified Matching Service” as defined in Section 1.7704-1(g) of the Treasury Regulations promulgated under Section 7704 of the Internal Revenue Code of 1986 (the “Code”), which facilitates the transfer of up to 10% of the total interest in the Partnership’s capital or profits provided certain requirements are met. This Qualified Matching Service provides for some liquidity, outside of a tender offer scenario, through which Units may be bought and sold.

5. Termination Scheduled for 2020:

The Partnership is currently scheduled to liquidate in 2020, although it is possible this liquidation deadline may be extended if the limited partners vote to amend the Limited Partnership Agreement of the Partnership. It is also possible that the Partnership would elect to sell its assets and liquidate prior to 2020.

DiVall Insured Income Properties 2, L.P.

May 28, 2010

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In the event you have questions or require additional information, please feel free to contact DiVall Investor Relations at the address or number(s) below:

MAIL:	DiVall Investor Relations
	C/O Phoenix American Financial Services, Inc.
	2401 Kerner Blvd.
	San Rafael, CA 94901
PHONE:	1-(800)-547-7686
FAX:	1-(415)-485-4553

Sincerely,

The Provo Group Inc.,

As General Partner

By:	/s/Bruce A. Provo
	Bruce A. Provo, its President