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): February 14, 2014

DIVALL INSURED INCOME PROPERTIES 2, L.P.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

(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 (see General Instruction A.2. below):

¨ 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 2.02. Results of Operations and Financial Condition

Attached to this current report on Form 8-K as Exhibit 99.1, is a copy of the 2013 Fourth Quarter Newsletter (“the Newsletter”) sent by DiVall Insured Income Properties 2, LP (“the Partnership”) to its limited partners (“the Limited Partners”) on February 14, 2014. The Newsletter informs the Limited Partners of certain financial and distribution information and other events relevant to the Partnership for the fourth quarter of 2013 and for the year-ended December 31, 2013, and for the upcoming fiscal year 2014.

Item 7.01. Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.2, is a copy of a letter sent by the Partnership to its Limited Partners on or about February 14, 2014 from the General Partner, in connection with, among other things, the Partnership’s annual statement of the Net Unit Value (“NUV”) of each Limited Partner Unit (“Unit”), being the Partnership’s estimate of the NUV for purposes of the Employee Retirement Income Security Act, as amended (“ERISA”), which letter, is incorporated by reference in its entirety into this report.

In order for qualified plans to report account values as required by ERISA, we provide an estimated NUV on an annual basis. As of December 31, 2013, the annual statement of NUV for our Limited Partners subject to ERISA was estimated to approximate $340 per Unit. The estimated NUV was determined by the use of a combination of different indicators and an internal assessment of value utilizing a common means of valuation, primarily under the direct capitalization method as of December 31, 2013. No independent appraisals were obtained or are planned to be obtained. The annual statement of estimated NUV for Limited Partners subject to ERISA and to certain other plan investors is only an estimate and may not reflect the actual NUV. It should be noted that ERISA plan fiduciaries and IRA custodians may use estimated NUV valuations obtained from other sources, such as prices paid for the Registrant’s units in secondary markets, and that such estimated unit valuations may be lower than those estimated by the General Partner. The annual statement of estimated NUV is based on the estimated value of the Partnership’s Units as of the end of our fiscal year. As with any valuation methodology, the General Partner’s methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated NUV. Accordingly, with respect to the estimated NUV, the Partnership can give no assurance that:

• an investor would be able to resell his or her units at this estimated NUV;

• an investor would ultimately realize distributions per unit equal to the Partnership’s estimated NUV per Unit upon the liquidation of all of the Partnership’s assets and settlement of its liabilities;

• the Partnership’s units would trade at the estimated NUV in a secondary market; or

• the methodology used to estimate the Partnership’s NUV would be acceptable to Financial Industry Regulatory Authority or under ERISA for compliance with their respective reporting requirements.

The information furnished pursuant to this “Item 2.02 Results for Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure,” of Form 8-K and the information contained in Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act (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.

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Forward-Looking Statements

This current report on Form 8-K, and the information contained in Exhibit 99.1 and Exhibit 99.2 incorporated herein, 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, variations in accounting guidance and interpretations, changes in the commercial real estate markets, and uncertainties related to tenant operations.

All forward-looking statements contained in Exhibit 99.1 and Exhibit 99.2 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 undertakes publicly to update, revise or correct any forward-looking statement for any reason.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

99.1	Fourth Quarter 2013 Newsletter of the Partnership.
99.2	Letter to Limited Partners of DiVall Insured Income Properties 2, LP from General Partner, dated February 14, 2014.

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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, LP (Registrant)
Date: March 7, 2014	By:	/s/ Lynette L. DeRose
		Lynette L. DeRose
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

DiVall Insured Income Properties 2, L.P. Page 1 DiVall Insured Income Properties 2, L.P. Quarterly News A Publication of The Provo Group, Inc. February 14, 2014 2014 Operating Distributions are expected to be $3.00 per unit each quarter. The Q1 distribution will also have an additional $9.30 per unit for excess percentage rents. Your Advisory Board noted in their annual meeting that the stabilized operations for 2014 should allow for a consistent quarterly per unit distribution. This distribution from base operations will be targeted at $3.00 per unit, per quarter, beginning with the 2014 Q1 distribution payable May 15, 2014. Consistent with the annual percentage rent distribution instituted in 2013, there will be a distribution of percentage rents in excess of the targeted $3.00 per unit per quarter with the 2014 Q1 distribution in May. These earnings represent excess rent based on 2013 tenant sales above a specified breakpoint, paid to us by tenants in the first quarter of 2014 and is estimated to be $9.30 per unit. The Advisory Board believes it will be easier for investors to manage their expectations with a consistent base, quarterly target from stabilized operations. Distribution Highlights… • $100,000 ($2.16 per unit) will be distributed for the fourth quarter of 2013 on February 14, 2014. • $1,230,000 ($26.58 per unit) will have been distributed for the four quarters of 2013. • Between $1,641.96 and $1,492.78 is the range of cumulative total distributions per unit from the first unit sold to the last unit sold before the offering closed (3/90), respectively. (Distributions are from both adjusted cash flow from operations and “net” cash activity from financing and investing activities). Additional financial information can be accessed… For further Quarterly 2013 unaudited financial information, see the Partnership’s interim financial reports filed on form 10-Q. A copy of these filings and other public reports can be viewed and printed free of charge at the Partnership’s website at www.divallproperties.com or at the SEC’s website at www.sec.gov. The Partnership’s 2012 Annual Report on Form 10-K was filed with the SEC on March 22, 2013; the report can also be accessed via the websites listed. FORWARD LOOKING STATEMENTS Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Investors are cautioned not to place undue reliance on forward-looking statements, which reflect the Partnership’s management’s view only as of February 1, 2014, the date this newsletter was sent for printing and mail assembly The Partnership undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this newsletter include changes in general economic conditions, changes in real estate conditions and markets, inability of current tenants to meet financial obligations, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow. INSIDE THIS ISSUE 2 Questions & Answers 2 Contact Information

DiVall Insured Income Properties 2, L.P. Page 2 QUESTIONS & ANSWERS When can I expect to receive my next distribution mailing? Your distribution correspondence for the First Quarter of 2014 is scheduled to be mailed on May 15, 2014. When can I expect to receive my Partnership K-1? According to IRS regulations, Management is not required to mail K-1’s until April 15, 2014. However, 2013 K-1’s are expected to be mailed in the first week March of 2014. What was the estimated December 31, 2013 Net Unit Value (“NUV”)? Management has estimated the December 31, 2013 Net Unit Value of each interest of the Partnership to approximate $340, as noted in the letter mailed to investors on February 14, 2014. Please note that the estimated year-end NUV should be adjusted (reduced) for any subsequent property sale(s) or applicable impairment write-downs during the following year. As with any valuation methodology, the General Partner’s methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated NUV. Accordingly, with respect to the estimated NUV, the Partnership can give no assurance that: • an investor would be able to resell his or her units at this estimated NUV; • an investor would ultimately realize distributions per unit equal to the Partnership’s estimated NUV per unit upon the liquidation of all of the Partnership’s assets and settlement of its liabilities; • the Partnership’s units would trade at the estimated NUV per unit in a secondary market; or • the methodology used to estimate the Partnership’s NUV per unit would be acceptable to FINRA or under ERISA for compliance with their respective reporting requirements. How can I obtain hard copies of Quarterly and Annual Reports or other SEC filings? Please visit the Investor Relations page at the Partnership website at www.divallproperties.com or the SEC website at www.sec.gov to print a copy of the report(s) or contact Investor Relations. What is the meaning of the word “Insured” in the name of this investment? In the offering materials from the late 1980’s, sponsored by the former general partners, there was a representation (but no “guarantee”) that the Partnership would seek to insure rents from vacant properties. Although, there was some initial availability of very restrictive and limited (one year) insurance, that availability vanished in the early 1990’s. In other words, the former general partners were “fast and loose” with professing the concept of “Insured” and the next and final partnership they sold did not use the term in the investment’s name. How do I have a question answered in the next Newsletter? Please e-mail your specific question to Lynette DeRose at lderose@tpgsystems.com or visit the Investor Relations page at www.divallproperties.com. I’ve moved. How do I update my account registration? Please mail or fax to DiVall Investor Relations a signed letter stating your new address and telephone number. Updates cannot be accepted over the telephone or via voicemail messages. If I have questions or comments, how can I reach DiVall Investor Relations? You can reach DiVall Investor Relations at the address and/or number(s) listed below. CONTACT INFORMATION MAIL: DiVall Investor Relations PHONE: 1-800-547-7686 c/o Phoenix American Financial Services, Inc. FAX: 1-415-485-4553 2401 Kerner Blvd. San Rafael, CA 94901

EX-99.2

Exhibit 99.2

TheProvoGroup of Companies The ProvoGroup 97 30 South Western Avenue Suite 418 Evergreen Park, Illinois 60805 708.422.5454 FAX 708.422.9780 TPG CEO. Inc. Rescue Services TPG Financial, Inc. Owner Representation TPG Management, Inc. Asset Management TPG Systems, Inc. Managed Financial anti Accounting Systems TPG, Inc. Administrative Services TPG Sanibel Holiday, L.C. Virtual Resort Services TPG Capital, Inc. Investments February 14, 2014 Re: DiVall Insured Income Properties 2, L.P. (the “Partnership”) Dear Limited Partner: Each limited partner who has a qualified plan is subject to annual reporting requirements under the Employee Retirement Income Security Act of 1974 (ERISA). To assist you in filing this information for your investment in DiVall Insured Income Properties 2 Limited Partnership, we have estimated the Net Unit Value of each interest of the Partnership to approximate $340 at December 31, 2013. Because no formal market exists for the Partnership’s interest, actual sales prices of interests may vary. In addition, there is no assurance that these values will be obtained upon the future sale of the Partnership’s assets. If you have any questions or need additional assistance, please contact Investor Relations at 800-547-7686. Sincerely, The Provo GroupInc., General Partner Kansas City, Missouri Office 816.421.7444 Sanibel, Florida Office 941.472.6565 By: