-----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, SBjFQUvH6TyMtaw/P9dSzBd6Mhl35mlh/Let0ooScWscHxxXW6a2FE0m1jqQYjGx g4SJnQPvCtW8CPhVejVwdw== 0001068800-00-000099.txt : 20000328 0001068800-00-000099.hdr.sgml : 20000328 ACCESSION NUMBER: 0001068800-00-000099 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY INVESTMENT PARTNERS II LP CENTRAL INDEX KEY: 0000887499 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 431609351 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 814-00102 FILM NUMBER: 580046 BUSINESS ADDRESS: STREET 1: 12555 MANCHESTER RD CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3145152000 10-K405 1 COMMUNITY INVESTMENT PARTNERS II, L.P. FORM 10-K405 UNITED STATES 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 December 31, 1999 Commission file number 0-20213 ----------------- ------- COMMUNITY INVESTMENT PARTNERS II, L.P. - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MISSOURI 43-1609351 - --------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 12555 Manchester Road St. Louis, Missouri 63131 - --------------------------------------------------------------------------- (Address and principal executive office) (Zip Code) Registrant's telephone number, including area code (314) 515-2000 -------------- Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the 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 for 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] As of March 15, 2000, 98,063 units of limited partnership interest (Units), representing net assets of $1,787,015 were held by non- affiliates. There is no established public market for such Units. 1 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Prospectus of the Registrant dated November 4, 1992, filed with the Securities and Exchange Commission are incorporated by reference in Part I, Part II and Part III hereof. 2 COMMUNITY INVESTMENT PARTNERS II, L.P. TABLE OF CONTENTS
Page ---- PART I Item 1 Business 4 Item 2. Properties 6 Item 3. Legal Proceedings 6 Item 4. Submission of Matters to a Vote of Security Holders 6 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 7 Item 6. Selected Financial Data 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Index to Financial Statements and Supplementary Financial Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 31 PART III Item 10. Directors and Executive Officers of the Registrant 32 Item 11. Executive Compensation 33 Item 12. Security Ownership of Certain Beneficial Owners and Management 33 Item 13. Certain Relationships and Related Transactions 34 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 35 SIGNATURES 36 INDEX TO EXHIBITS 37
3 PART I ITEM 1. BUSINESS Community Investment Partners II, L.P. (the "Partnership") was formed to seek long-term capital appreciation by making investments in companies and other special investment situations. The Partnership will not engage in any other business or activity. The Partnership will dissolve on December 31, 2007, subject to the right of the Individual General Partners to extend the term for up to two additional two-year periods. The Partnership has elected to be a business development company under the Investment Company Act of 1940, as amended. As a business development company, the Partnership is required to invest at least 70% of its assets in qualifying investments as specified in the Investment Company Act. The Partnership was formed on May 8, 1992, under the Revised Uniform Limited Partnership Act of Missouri. CIP Management, L.P., LLLP, the Managing General Partner, is a Missouri limited liability limited partnership formed on October 10, 1989 as a limited partnership and registered as a limited liability limited partnership on July 23, 1997. The general partner of CIP Management, L.P., LLLP is CIP Management, Inc., an indirect subsidiary of Edward D. Jones & Co., L.P. The Partnership participated in a public offering of its limited partnership interests in 1992. The Partnership sold 111,410 Units of limited partnership interest and 1,120 units of general partnership interest for an aggregate price of $1,406,625. After offering expenses, the Partnership received approximately $1,224,000 in proceeds available for investment. The Partnership executed a call to each partner requesting the deposit of an amount equal to the initial capital contribution on August 25, 1994. The information set forth under the captions "Investment Objectives & Policies" and "Regulation" in the Prospectus of the Partnership dated November 4, 1992, filed with the Securities and Exchange Commission pursuant to Rule 497(b) under the Securities Act of 1933, is incorporated herein by reference. RISKS OF UNIT OWNERSHIP The purchase and ownership of Units involve a number of significant risks and other important factors. The portfolio company investments of the Partnership involve a high degree of business and financial risk that can result in substantial losses. Among these are the risks associated with investment in companies with little operating history, companies operating at a loss or with substantial variations in operating results from period to period, companies with the need for substantial additional capital to support expansion or achieve or maintain a competitive position, companies which may be highly leveraged, companies which may not be diversified and companies in which the Partnership may be the sole or primary lender. The Partnership intends to invest in only a few companies. Therefore, a loss or other problem with a single investment could have a material adverse effect on the Partnership. 4 Other risks include the Partnership's ability to find suitable investments for its funds because of competition from other entities having similar investment objectives. Risks may arise due to the significant period of time that may elapse before the Partnership has completed the selection of its portfolio company investments and the significant period of time (typically four to seven years or longer) which will elapse before portfolio company investments have reached a state of maturity such that disposition can be considered. It is unlikely that any significant distributions of the proceeds from the disposition of investments will be made until the later years of the term of the Partnership. Portfolio companies may require additional funds. There can be no assurance that the Partnership will have sufficient funds from reserves or borrowing to make such follow-on investments which may have a substantial negative impact on a portfolio company in need of additional funds. All decisions with respect to the management of the Partnership, including identifying and making portfolio investments, are made exclusively by the General Partners. Limited Partners must rely on the abilities of the General Partners. The key personnel of the Managing General Partner have considerable prior experience in investment banking and in structuring investments. In addition, they have prior experience in the operation of Community Investment Partners, L.P., a business development company with a similar investment strategy. Ownership of the Units also entails risk because Limited Partners may not be able to liquidate their investment in the event of an emergency or for any other reason due to the substantial restrictions on transfers contained in the Partnership Agreement and the lack of a market for the resale of Units. The information set forth under the captions "Risk and Other Important Factors" (including the subsections "Risks of Investment," "Size of Partnership," "Ability to Invest Funds," "Time Required to Maturity of Investments; Illiquidity of Investments," "Need for Follow- on Investments," "Use of Leverage," "Unspecified Investments," "Reliance on Management," "New Business," "No Market for Units" and "Federal Income Tax Considerations") on pages 9 through 14 of the Prospectus of Partnership dated November 4, 1992, filed with the Securities and Exchange Commission pursuant to Rule 497(b) under the Securities Act of 1933 on November 4, 1992, is incorporated herein by this reference. (This information has been restated herein pursuant to section 64(b) of the Investment Company Act of 1940). Partners should refer to the Partnership Agreement for more detailed information. EMPLOYEES The Partnership has no employees. The Managing General Partner performs management and administrative services for the operation of the Partnership. The Management Agreement was amended to waive the annual management fee of 1.5% of total assets, computed quarterly, to the Managing General Partner. This payment was terminated after the second quarter of 1998. The Managing General Partner is reimbursed by the Partnership for out of pocket expenses in connection with finding, evaluating, structuring, approving, monitoring and liquidating the Partnership's portfolio investments. 5 ITEM 2. PROPERTIES The Partnership does not own or lease any physical properties. ITEM 3. LEGAL PROCEEDINGS The Partnership is not a party to any material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the period covered by this report. 6 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established public trading market for the Limited Partnership interests. As of March 15, 2000, the total number of holders of units is 132. The number of limited partnership units outstanding is 111,395. The number of general partnership units outstanding is 1,135 as of March 15, 2000. The information set forth under the captions "Partnership Distributions and Allocations" and "Transferability of Units" in the Prospectus of the Partnership dated November 4, 1992, filed with the Securities and Exchange Commission pursuant to Rule 497(b) under the Securities Act of 1933 is incorporated herein by reference. 7 ITEM 6. SELECTED FINANCIAL DATA STATEMENTS OF FINANCIAL CONDITION:
As of December 31, ---------------------------------------------------------------------- 1999 1998 1997 1996 1995 ---------- ---------- ---------- ---------- ---------- Net Assets $2,050,649 $1,709,411 $1,848,895 $1,982,725 $2,014,889 Portfolio Investments at Fair Value 2,019,936 1,671,491 1,733,229 1,397,330 545,013 STATEMENTS OF INCOME: For the Years Ended December 31, --------------------------------------------------------------------- 1999 1998 1997 1996 1995 --------- --------- -------- -------- --------- Net Loss before Net Realized Gains (Losses) and Net Unrealized Losses $ (16,095) $ (26,925) $(74,589) $(16,866) $ (30,622) Net Realized Gains (Losses) (106,913) - 511,973 - (600,000) Net Unrealized Gains (Losses) 464,246 (112,559) (8,564) (15,298) - Net Income (Loss) 341,238 (139,484) 428,820 (32,164) (630,622) Per Unit of Partnership Interest: Net Asset Value 18.22 15.19 16.43 17.62 17.91 Net Loss before Net Realized Gains (Losses) and Net Unrealized Losses (.14) (.24) (.66) (.15) (.27) Net Realized Gains (Losses) (.95) - 4.55 - (5.33) Net Unrealized Gains (Losses) 4.12 (1.00) (.08) (.14) - Net Income (Loss) 3.03 (1.24) 3.81 (.29) (5.60)
8 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATION (FISCAL YEAR 1999 VERSUS 1998) Net income for the year ended December 31, 1999, was $341,238, compared to a net loss of $139,484 for the year ended December 31, 1998. The net loss decreased primarily due to a $244,774 (417%) increase in net gains on investments offest by a $15,246 (39%) decrease in expenses, as discussed below. Dividend and interest income decreased by $4,416 as a result of the repayment of the Houghton Acquisition Corp. note receivable in the first quarter of 1999. There were no sales of investments during the years ended December 31, 1999 and 1998. The realized loss on investments at December 31, 1999 consists of a $106,000 write-off of the investment in Neocrin Company Series E and F Preferred stock, and a $913 loss on the repayment of the Houghton Acquisition Corp. note receivable. During 1999, Neocrin Company dissolved with no distributions made to investors, thereby causing the Partnership's investment to have a value of zero. The net unrealized gain on securities was $464,246 for 1999, compared to a net unrealized loss of $112,559 for 1998. The increase is primarily due to increases in the market values of Online Resources & Communications (ORCC) and Computer Motion Inc. (RBOT) common stock and warrants. ORCC completed an initial public offering during the second quarter of 1999. The increase in value of RBOT is the result of recording the market value of warrants to purchase common stock, previously recorded at cost. Within total expenses, professional fees and other expenses remained relatively constant between 1999 and 1998. Management fees were zero in 1999, compared to 1998 fees of $14,325. The Management Agreement was amended after the second quarter of 1998 to waive the management fee. Director's fees were also discontinued in 1998, explaining the $2,000 decrease in director's fees for the year ended December 31, 1999. There were no partnership distributions in 1999. (FISCAL YEAR 1998 VERSUS 1997) Net loss for the year ended December 31, 1998, was $139,484, compared to net income of $428,820 in 1997. The net loss is attributable to net unrealized losses of $112,559 and no realized gains from sales of investments. Net unrealized losses consist primarily of an unrealized loss of $214,028 due to a decrease in share price of FCOA Acquisition Corporation. This unrealized loss was partially offset by an unrealized gain of $77,607 due to an increase in Computer Motion Inc. stock price. The Partnership made no distributions during 1998. Director's fees have been discontinued in 1998 due to the fact that initial investments will no longer be made by the Partnership. Furthermore, the Management Agreement was amended to waive the annual management fee of 1.5% of total assets, computed quarterly, to the Managing General Partner. This payment was terminated after the second quarter of 1998; fees for 1998 totaled $14,325 compared to $28,851 for the full year 1997. As of December 31, 1998, unrealized losses on investments totaled $136,421. The future income or loss of the Partnership is contingent upon the performance of the portfolio investments. SUBSEQUENT EVENTS Subsequent to December 31, 1999, Ralph G. Kelly and Thomas A. Hughes were appointed as the new Individual General Partners, replacing Tommy L. Gleason and E. Stanley Kroenke. 9 LIQUIDITY AND CAPITAL RESOURCES Total capital for the Partnership as of December 31, 1999, was $2,050,649. This consisted of $2,030,024 in Limited Partner capital and $20,625 in General Partner capital. Net income of $341,238 for 1999 was allocated in the amount of $337,826 to the Limited Partners and in the amount of $3,412 to the General Partners. At December 31, 1999, the Partnership had $12,635 in cash and cash equivalents. 10 ITEM 8. INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA Page ---- Report of Independent Accountants 12 Schedule of Portfolio Investments as of December 31, 1999 and 1998 13 Statements of Financial Condition as of December 31, 1999 and 1998 20 Statements of Income for the Years Ended December 31, 1999, 1998 and 1997 21 Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997 22 Statements of Changes in Partnership Capital for the Years Ended December 31, 1999, 1998 and 1997 23 Notes to Financial Statements 24 Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 11 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of Community Investment Partners II, L.P. In our opinion, the accompanying Statements of Financial Condition, including the Schedule of Portfolio Investments, and the related Statements of Income, of Cash Flows and of Changes in Partnership Capital present fairly, in all material respects, the financial position of Community Investment Partners II, L.P. (the "Partnership") at December 31, 1999 and 1998, and the results of its operations, its cash flows and the changes in Partnership Capital for each of the periods indicated, in conformity with accounting principles generally accepted in the United States. 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 of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of portfolio investments owned at December 31, 1999, by correspondence with the custodian, provide a reasonable basis for the opinion expressed above. As explained in Note 3, the financial statements include securities valued at $1,164,530 (57 percent of net assets), whose values have been estimated by the managing General Partner in the absence of readily ascertainable market values. Those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. PricewaterhouseCoopers LLP Kansas City, Missouri March 3, 2000 12 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS As of December 31, 1999
- ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ GLOBAL SURGICAL Formed to acquire the Urban Microscope CORPORATION Division and the Surgical Mechanical Research subsidiary of Storz Medical January 31, 1994 3,000 shares of Common Stock 300,000 300,000 September 30, 1995 7%, $45,000 Promissory Note, due 6/29/00 45,000 45,000 January 26, 1996 7%, $67,500 Promissory Note, due 1/25/01 67,500 67,500 COMPUTER MOTION, INC. Develops and supplies medical robotics (RBOT) September 6, 1996 40,948 warrants to purchase common stock, exercisable at $4.569 per warrant through 5/2/03 8 263,337 September 6, 1996 16,208 shares of Common Stock 124,993 178,288 16,209 warrants to purchase common stock, exercisable at $7.712 per warrant, through 12/31/03 250 53,296 FCOA ACQUISITION A chain of greeting card/ CORPORATION party stores which offer (d/b/a Factory Card a full line of products at Outlet) (FCPY) everyday value prices July 30, 1996 26,063 Common Shares 249,865 - The accompanying notes are an integral part of these financial statements. 13 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.) As of December 31, 1999 - ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ PERMALOK CORPORATION Develops and sells steel pipe joining system to the domestic underground utility construction industry September 24, 1996 25,000 shares of Convertible Preferred Stock and a $200,000 $200,000 warrant to purchase 25,000 shares of Convertible Preferred Stock, exercisable at $9.60 per share, through 7/31/03 STEREOTAXIS, INC. Develops and markets a system by which surgery can be conducted remotely using computer controlled magnets December 30, 1996 138,889 shares of Series B Preferred Stock 100,000 100,000 November 12, 1997 28,019 shares of Series C Preferred Stock and warrants to purchase Preferred Stock at $1.50 per share, through 10/31/02 42,029 42,029 June 26, 1998 66,667 shares of Series C Preferred Stock 100,001 100,001 MEDICAL DEVICE Specializes in the development, ALLIANCE, INC. manufacture and marketing of devices for ultrasound-assisted lipoplasty January 24, 1997 20,000 shares of Common Stock 100,000 100,000 The accompanying notes are an integral part of these financial statements. 14 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.) As of December 31, 1999 - ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ ONLINE RESOURCES & Provides a variety of inter- COMMUNICATIONS active banking and financial services CORPORATION to end-users and corporate (ORCC) customers in the banking and financial services industry March 17, 1997 18,118 shares of common stock 152,466 301,211 Warrants to purchase 7,233 shares of Common Stock at $8.43 per share, expiring 6/1/02 - 59,274 ADVANCED UROSCIENCE, Developing Acyst, an injectable INC. bulking agent, for the treatment of stress urinary incontinence. April 7, 1997 25,000 shares of Series A Preferred Stock 100,000 100,000 NOVOCELL, INC. Research and development of minimally invasive, encapsulated cellular transplant for the treatment of diabetes. September 9, 1999 10,000 shares of Series A Preferred Stock 10,000 10,000 The accompanying notes are an integral part of these financial statements. 15 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.) As of December 31, 1999 - ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ BIOSEPARATIONS, INC. Develops automated instrumentation that can isolate and process cells for use in biotechnology, diagnostic, therapeutic, and clinical research applications October 14, 1997 50,000 shares of Series B Preferred Stock 100,000 100,000 Warrant to purchase 9,091 shares of Common Stock at $1.10 per share, through 10/15/02 - - Warrant to purchase 50,000 shares of Series B Preferred Stock at $0.20 per share, through 1/31/01 - - ---------- ---------- $1,692,112 $2,019,936 ========== ========== The accompanying notes are an integral part of these financial statements.
16 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS As of December 31, 1998
- ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ HAWK CORPORATION Designs, engineers, manufactures, (Houghton Acquisition and markets friction products and precision Corporation) engineered components January 2, 1997 8% Convertible Promissory Note, due 1/2/99 $ 25,800 $ 25,800 8% Contingent EBITDA Promissory Note, due 4/30/00 - - GLOBAL SURGICAL Formed to acquire the Urban CORPORATION Microscope Division and the Surgical Mechanical Research subsidiary of Storz Medical January 31, 1994 3,000 shares of Common Stock 300,000 300,000 June 30, 1995 7% Promissory Note, due 6/29/00 45,000 45,000 January 26, 1996 7% Promissory Note, due 1/25/01 67,500 67,500 COMPUTER MOTION, INC. Develops and supplies medical robotics September 6, 1996 40,948 warrants to purchase common stock, exercisable at $4.569 per warrant through 5/2/03 8 8 September 6, 1996 16,208 shares of Common Stock 124,993 202,600 16,209 warrants to purchase common stock, exercisable at $7.712 per warrant, through 12/31/03 250 250 FOCI ACQUISITION A chain of greeting card/ CORPORATION party stores which offer (D/B/A FACTORY a full line of products at CARD OUTLET) everyday value prices July 30, 1996 26,063 Common Shares 249,865 35,837 The accompanying notes are an integral part of these financial statements. 17 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.) As of December 31, 1998 - ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ PERMALOK CORPORATION Develops and sells steel pipe joining system to the domestic underground utility construction industry Sept. 24, 1996 25,000 shares of Convertible Preferred Stock and 25,000 warrants to purchase convertible Preferred Stock, exercisable at $9.60 per share, through 7/31/03 $200,000 $200,000 STEREOTAXIS, INC. Develops and markets a system by which surgery can be conducted remotely using computer controlled magnets Dec. 30, 1996 138,889 shares of Preferred Stock 100,000 100,000 Nov. 12, 1997 28,019 shares of Series C Preferred Stocks and 5,281 Warrants to purchase Preferred Stock, exercisable at $1.50 per share, through 10/31/02. 42,029 42,029 June, 26, 1998 66,667 shares of Series C Preferred Stock 100,001 100,001 MEDICAL DEVICE Specializes in the development, ALLIANCE, INC, manufacture and marketing of devices for ultrasound-assisted lipoplasty January 24, 1997 20,000 shares of Common Stock 100,000 100,000 ONLINE RESOURCES & Provides a variety of inter-active COMMUNICATIONS banking and financial services to end- CORPORATION users and corporate customers in the banking and financial services industry March 17, 1997 1,525 shares of Series C Convertible Preferred Stock 152,466 152,466 Warrants to purchase 20,327 shares of Common Stock at $3.00 per warrant, expiring 6/1/02 - - The accompanying notes are an integral part of these financial statements. 18 COMMUNITY INVESTMENT PARTNERS II, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.) As of December 31, 1998 - ------------------------------------------------------------------------------------------------------ Company Nature of Business Fair Value Investment Date Investment Cost (Note 3) - ------------------------------------------------------------------------------------------------------ ADVANCED UROSCIENCE, Developing Acyst, an injectable INC. bulking agent, for the treatment of stress urinary incontinence. April 7, 1997 25,000 shares of Series A Preferred Stock $ 100,000 $ 100,000 NEOCRIN COMPANY Research and development of minimally invasive, encapsulated cellular transplants for the treatment of diabetes. Sept. 3, 1997 50,000 shares of Series E Preferred Stock 100,000 100,000 BIOSEPARATIONS, INC. Develops automated instrumentation that can isolate and process cells for use in biotechnology, diagnostic, therapeutic, and clinical research applications October 14, 1997 50,000 shares of Series B Preferred Stock and a 100,000 100,000 warrant to purchase 9,091 shares of Common Stock at $1.10 per share, through 10/15/02 - - Warrant to purchase 50,000 shares of Series B Preferred Stock at $0.20 per share, through 1/31/01 - - ---------- ---------- TOTAL INVESTMENTS $1,807,912 $1,671,491 ========== ========== The accompanying notes are an integral part of these financial statements.
19 COMMUNITY INVESTMENT PARTNERS II, L.P. STATEMENTS OF FINANCIAL CONDITION
ASSETS ------ December 31, ---------------------------- 1999 1998 ---------- ---------- Investments at Fair Value (Note 3) (cost $1,692,112 and $1,807,912, respectively) $2,019,936 $1,671,491 Cash and Cash Equivalents 12,635 26,598 Accrued Interest and Dividends Receivable 32,682 25,322 ---------- ---------- TOTAL ASSETS $2,065,253 $1,723,411 ========== ========== LIABILITIES AND PARTNERSHIP CAPITAL December 31, ---------------------------- 1999 1998 ---------- ---------- Liabilities: Accounts Payable and Accrued Expenses $ 14,604 $ 14,000 ---------- ---------- TOTAL LIABILITIES 14,604 14,000 ---------- ---------- Partnership Capital: Capital - Limited Partners 2,030,024 1,692,198 Capital - General Partners 20,625 17,213 ---------- ---------- TOTAL PARTNERSHIP CAPITAL 2,050,649 1,709,411 ---------- ---------- TOTAL LIABILITIES AND PARTNERSHIP CAPITAL $2,065,253 $1,723,411 ========== ========== The accompanying notes are an integral part of these financial statements.
20 COMMUNITY INVESTMENT PARTNERS II, L.P. STATEMENTS OF INCOME
For the Years Ended December 31, -------------------------------------------- 1999 1998 1997 --------- -------- -------- INCOME ------ Dividend and Interest Income $ 7,886 $ 12,302 $ 35,075 --------- -------- -------- TOTAL INCOME 7,886 12,302 35,075 --------- -------- -------- EXPENSES -------- Management Fees (Note 5) - 14,325 28,851 Amortization of Deferred Organization Costs (Note 3) - - 36,683 Professional Fees 23,445 22,108 31,106 Independent General Partners' Fees - 2,000 12,000 Other 536 794 1,024 --------- -------- -------- TOTAL EXPENSES 23,981 39,227 109,664 --------- -------- -------- Net Loss before Net Realized Gains (Losses) and Net Unrealized Gains (Losses) (16,095) (26,925) (74,589) Net Realized Gains (Losses) on Sale of Investments (Note 6) (106,913) - 511,973 Net Unrealized Gains (Losses) on Investments 464,246 (112,559) (8,564) --------- -------- -------- NET INCOME (LOSS) $ 341,238 $(139,484) $428,820 ========= ========= ======== The accompanying notes are an integral part of these financial statements.
21 COMMUNITY INVESTMENT PARTNERS II, L.P. STATEMENTS OF CASH FLOWS
For the Years Ended December 31, --------------------------------------------- 1999 1998 1997 --------- --------- --------- CASH FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES: Net income (loss) $ 341,238 $(139,484) $ 428,820 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Amortization of deferred organization costs - - 36,683 Purchase of portfolio investments (16,000) (102,421) (592,083) Proceeds from sale of portfolio investments 24,887 51,600 759,593 Net unrealized (gains) losses on portfolio investments (464,246) 112,559 8,564 Net realized losses (gains) on sale/ liquidation of portfolio investments 106,913 - (511,973) Increase in accrued interest and dividends receivable (7,360) (6,348) (1,139) Increase (decrease) in accounts payable and accrued expenses 605 (1,804) 3,704 Decrease in prepaid expense - - 2,449 --------- --------- --------- Net cash (used) provided by operating activities (13,963) (85,898) 134,618 CASH FLOWS USED IN FINANCING ACTIVITIES: Capital distributions - - (562,650) --------- --------- --------- Net cash used in financing activities - - (562,650) --------- --------- --------- Net decrease in cash and cash equivalents (13,963) (85,898) (428,032) CASH AND CASH EQUIVALENTS: Beginning of year 26,598 112,496 540,528 --------- --------- --------- End of year $ 12,635 $ 26,598 $ 112,496 ========= ========= ========= The accompanying notes are an integral part of these financial statements.
22 COMMUNITY INVESTMENT PARTNERS II, L.P. STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL For the Years Ended December 31, 1999, 1998 and 1997
---------------------------------------------- LIMITED GENERAL PARTNERS PARTNERS TOTAL ---------- -------- ---------- Balance, December 31, 1996 $1,962,730 $ 19,995 $1,982,725 Distribution (556,975) (5,675) (562,650) Net Income 424,532 4,288 428,820 ---------- -------- ---------- Balance, December 31, 1997 $1,830,287 $ 18,608 $1,848,895 Net Loss (138,089) (1,395) (139,484) ---------- -------- ---------- Balance, December 31, 1998 $1,692,198 $ 17,213 $1,709,411 Net Income 337,826 3,412 341,238 ---------- -------- ---------- Balance, December 31, 1999 $2,030,024 $ 20,625 $2,050,649 ========== ======== ========== The accompanying notes are an integral part of these financial statements.
23 COMMUNITY INVESTMENT PARTNERS II, L.P. NOTES TO FINANCIAL STATEMENTS 1. GENERAL Partnership Organization ------------------------ Community Investment Partners II, L.P. (the "Partnership") was formed on May 8, 1992, under the Revised Uniform Limited Partnership Act of Missouri. CIP Management, L.P., LLLP, the Managing General Partner, is a Missouri limited liability limited partnership formed on October 10, 1989 as a limited partnership and registered as a limited liability limited partnership on July 23, 1997. The general partner of CIP Management, L.P., LLLP is CIP Management, Inc., an indirect subsidiary of Edward D. Jones & Co., L.P. Business -------- The Partnership elected to be a business development company under the Investment Company Act of 1940, as amended. As a business development company, the Partnership is required to invest at least 70% of its assets in qualifying investments as specified in the Investment Company Act. The Managing General Partner is responsible for making the Partnership's investment decisions. The Partnership will seek long-term capital appreciation by making investments in companies and other special investment situations. The Partnership is not permitted to engage in any other business or activity. The Partnership will dissolve on December 31, 2007, subject to the right of the Individual General Partners to extend the term for up to two additional two-year periods. Risk of Ownership ----------------- The purchase and ownership of Partnership Units involve a number of significant risks and other important factors. The portfolio company investments of the Partnership involve a high degree of business and financial risk that can result in substantial losses. Among these are the risks associated with investment in companies with little operating history, companies operating at a loss or with substantial variations in operating results from period to period, companies with the need for substantial additional capital to support expansion or achieve or maintain a competitive position, companies which may be highly leveraged, companies which may not be diversified and companies in which the Partnership may be the sole or primary lender. The Partnership intends to invest in only a few companies; therefore, a loss or other problem with a single investment could have a material adverse effect on the Partnership. 2. ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES Generally, profits will be allocated 99% to the Limited Partners and 1% to the General Partners until the Partners' Capital Accounts equal their undistributed Capital Contributions. Thereafter, profits will be allocated 90% to the Limited Partners and 10% to the General Partners in an amount sufficient to cause their Capital Accounts to equal an amount equal to (i) two times their Capital Contributions less (ii) cumulative distributions pursuant to paragraph 4.1 and paragraph 9.2.2 of the Partnership Agreement, at which time profits will be allocated 80% to the Limited Partners and 20% to the General Partners. 24 Generally, losses will be allocated 99% to the Limited Partners and 1% to the General Partners; provided, however, that losses will be allocated 80% to the Limited Partners and 20% to the General Partners to the extent of any prior allocation of profits which were made to the Partners on an 80%/20% basis. Next, losses will be allocated 90% to the Limited Partners and 10% to the General Partners to the extent any prior allocations of profits were made to the Partners on an 90%/10% basis. Thereafter, losses, if any, will be allocated to those Partners who bear the economic risk of loss. Partners should refer to the partnership agreement for more specific information. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents ------------------------- All short-term investments with original maturities of three months or less are considered to be cash equivalents. Investment Transactions ----------------------- All portfolio investments are carried at cost until significant developments affecting an investment provide a basis for revaluation. Thereafter, portfolio investments are carried at fair value as obtained from outside sources or at a value determined quarterly by the Managing General Partner under the supervision of the Independent General Partners. Due to the inherent uncertainty of valuation, those estimated values for portfolio investments carried at cost may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material to the financial statements. Investment in securities traded on a national securities exchange are valued at the latest reported sales price on the last business day of the period. If no sale has taken place, the securities are valued at the last bid price. If no bid price has been reported, or if no exchange quotation is available, the securities are valued at the quotation obtained from an outside broker. Investment transactions are recorded on a trade date basis. Income is recorded on an accrual basis. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes ------------ Income taxes have not been provided for as the Partnership is a limited partnership and each partner is liable for its own tax payments. Allocation of Partnership profits and losses for tax purposes is based upon taxable income which may differ from net income for financial reporting primarily due to differences between book and tax accounting for portfolio investments. 25 Distributions ------------- When excess cash, if any, becomes available, it is the Partnership's intent to make distributions. All distributions are subject to the sole discretion of the Managing General Partner and the Independent General Partners. 4. PER UNIT INFORMATION There is no market for the Limited Partnership interests. Per Unit Information is as follows:
For the Years Ended December 31, -------------------------------------- 1999 1998 1997 -------- -------- ------- Number of unit holders 132 131 131 ======== ======== ======= Limited partnership units 111,395 111,395 111,395 General partnership units 1,135 1,135 1,135 -------- -------- ------- Total units outstanding 112,530 112,530 112,530 ======== ======== ======== Net asset value per unit $ 18.22 $ 15.19 $ 16.43 ======== ======== ======== Net income (loss) per unit $ 3.03 $ (1.24) $ 3.81 ======== ======== ========
26 5. RELATED PARTY TRANSACTIONS The Partnership is furnished with certain non-reimbursed management and accounting services by affiliates, which are not reflected in the accompanying financial statements. The Managing General Partner performs management and administrative services for the operation of the Partnership. The Management Agreement was amended to waive the annual management fee of 1.5% of total assets, computed quarterly, to the Managing General Partner. This payment was terminated after the second quarter of 1998; fees for 1998 totaled $14,325. The Partnership may place its General Partners on Boards of Directors of portfolio companies. The Managing General Partner and the Independent General Partners of the Partnership are also the managing general partner and independent general partners, respectively, of Community Investment Partners, L.P., a business development company. Additionally, the Managing General Partner is the managing general partner of Community Investment Partners III L.P., LLLP, another business development company. 27 6. INVESTMENT TRANSACTIONS Following is a summary of portfolio investment transactions during the years ended December 31, 1999, 1998 and 1997, respectively.
For the year ended December 31, 1999 - ------------------------------------ Type of Realized Company Investment Cost Proceeds Gain (Loss) - ------- ---------- ---- -------- ----------- PURCHASES: BioSeparations, Inc. Purchase of Series F Preferred Stock $ 6,000 Novocell, Inc. Purchase of Series A Preferred Stock 10,000 -------- TOTAL PURCHASES $ 16,000 ======== SALES: Hawk Corp. (Houghton Payment of Acquisition Corp.) Term Note $ 25,800 $24,887 $ (913) Neocrin Company Write-off investment In Series E Preferred Stock 100,000 -- (100,000) Write-off investment In Series F Preferred Stock 6,000 -- (6,000) -------- ------- --------- TOTAL SALES $131,800 $24,887 $(106,913) ======== ======= =========
In additional to the above transactions, the 1,525 shares of Online Resources and Communications Corporation Series C Convertible Preferred Stock previously held underwent a 2.81 reverse stock split and were converted in 18,118 shares of common stock in conjunction with a public offering. The Partnership now holds warrants to purchase 7,233 shares of common stock, exercisable at $8.43 until June 1, 2002. 28
For the year ended December 31, 1998 - ------------------------------------ Type of Realized Company Investment Cost Proceeds Gain (Loss) - ------- ---------- ---- -------- ----------- PURCHASES: Stereotaxis, Inc. Purchase of Series C Convertible Preferred Stock $100,001 Conversion of accrued interest on Note into Series C Convertible Preferred Stock 2,420 -------- TOTAL PURCHASES $102,421 ======== SALES: Hawk Corp. (Houghton Payment of Acquisition Corp.) Term Note $ 51,600 $51,600 - -------- ------- -------- TOTAL SALES $ 51,600 $51,600 - ======== ======= ======== On June 26,1998, the Stereotaxis, Inc. 10% Convertible Promissory Note, due October 31, 2002 converted into 26,406 shares of Series C Preferred Stock. The outstanding interest on this 10% Convertible Promissory Note ($2,420 as of 6/26/98) was converted into 1,613 shares of Series C Preferred Stock. Additionally, the Partnership received 5,281 warrants to purchase Preferred Stock at $1.50 per share, exercisable through October 31, 2002.
29
For the year ended December 31, 1997 - ------------------------------------ Type of Realized Company Investment Cost Proceeds Gain (Loss) - ------- ---------- ---- -------- ----------- PURCHASES: Medical Device Alliance, Inc. Common Stock $100,000 Online Resources & Communications Promissory Note Corporation & Warrants 152,466 Advanced Series A UroScience, Inc. Preferred Stock 100,000 Computer Motion, Inc. Warrants 8 Neocrin Company Series E Preferred Stock 100,000 BioSeparations, Inc. Series B Preferred Stock & Warrants 100,000 Stereotaxis, Inc. Convertible Promissory Note 39,609 -------- TOTAL PURCHASES $592,083 ======== SALES: Houghton Class A Cumulative Acquisition Corp. Redeemable Preferred Stock $200,013 $711,986 $511,973 Computer Motion, Inc. Term Note 125,000 125,000 - Computer Motion, Inc. Fractional Shares Common Stock 7 7 - -------- -------- -------- TOTAL SALES $325,020 $836,993 $511,973 ======== ======== ======== Proceeds included $634,586 in cash and a $77,400 8% Convertible Promissory Note due 1/2/99. A $25,800 Promissory Note contingent upon the future income of HAC before interest, taxes, depreciation, amortization and corporate charges was also received as consideration. Due to the 30 contingent nature of the $25,800 Promissory Note, a gain has not been recorded. This note has been recorded at an original cost of $0, and additional gain will be recorded if, or when, payments become due under terms of the Note.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None 31 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There are two Independent General Partners and one Managing General Partner of the Partnership. These Independent General Partners and the Managing General Partner are responsible for the management and administration of the Partnership. The General Partners are "interested persons" of the Partnership as defined by the Investment Company Act of 1940, but the Partnership has obtained an exemptive order from the Securities and Exchange Commission permitting them to be considered disinterested persons. The Independent General Partners provide overall guidance and supervision with respect to the operation of the Partnership and perform the various duties imposed on the directors of a business development company by the Investment Company Act of 1940. In addition to general fiduciary duties, the Independent General Partners supervise the management and underwriting arrangement of the Partnership, the custody arrangement with respect to portfolio securities, the selection of accountants, fidelity bonding and transactions with affiliates. Specific Information regarding the Independent General Partners: Thomas A. Hughes, 56, is the Assistant Vice President, Associate General Counsel and Manager-Legal of The Detroit Edison Company, the utility subsidiary of DTE Energy Company. He also serves as the Associate General Counsel of DTE Energy Company. Headquartered in Detroit, Michigan, Detroit Edison is Michigan's largest electric utility serving two million customers in Southeastern Michigan. Prior to joining Detroit Edison in 1978, Mr. Hughes served as General Counsel of the Missouri Public Service Commission. Mr. Hughes has served as a Trustee of the Detroit Metropolitan Bar Association Foundation, and as a member of the Michigan State Bar Association Administrative Law Section Council and is currently serving as a member of the Board of Directors of the Michigan Chapter of the American Corporate Counsel Association. Mr. Hughes does not own any units. Ralph G. Kelly, 42, joined Charter Communications, Inc. in 1993 as Vice President-Finance, a position he held until early 1994, when he became Chief Financial Officer of CableMaxx, Inc., a wireless cable television operator. Mr. Kelly returned as Senior Vice President-Treasurer of Charter Communications, Inc. in February 1996, and has responsibility for treasury operations, investor relations and financial reporting. Mr. Kelly has worked in the cable industry since 1984 when he joined Cencom Cable Associates, Inc. as Controller. Mr. Kelly was promoted to Treasurer of Cencom Cable Associates, Inc. in 1989 and was responsible for treasury management, loan compliance, budget administration, supervision of internal audit and SEC reporting. Mr. Kelly is a Certified Public Accountant and was in the audit division of Arthur Andersen LLC from 1979 to 1984. Mr. Kelly owns 100 Units. Mr. Kelly does not own any units. CIP Management, L.P., LLLP (the "Managing General Partner") is the Managing General Partner of Community Investment Partners II, L.P. The Managing General Partner is also managing general partner of Community Investment Partners, L.P. and Community Investment Partners III L.P., LLLP, business development companies. The General Partners of the Managing General Partner are CIP Management, Inc., a Missouri corporation and a wholly-owned subsidiary of Edward D. Jones & Co., L.P., and Daniel A. Burkhardt. 32 The Directors and Officers of CIP Management, Inc. are as follows: Daniel A. Burkhardt, 52, President, Treasurer and Director of CIP Management, Inc. since October 1989 and general partner of CIP Management, L.P., LLLP since February 1990. He is a general partner of The Jones Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P., where he has specialized in investment banking and structuring investments since 1980. He is also a director of St. Joseph Light & Power Co. and SEMCO Energy, Inc. Mr. Burkhardt is the beneficial owner of 4,052 Units. Ray L. Robbins, Jr., 55, Vice President and Director of CIP Management, Inc. since October 1989. He is a general partner of The Jones Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P., where he has specialized in securities analysis since 1984, and where he was responsible for municipal bond transactions from 1975 to 1983. Mr. Robbins is Co-Chairman of the Edward D. Jones & Co., L.P. Investment Policy Committee. Mr. Robbins is a beneficial owner of 3,242 Units. Marilyn A. Gaffney, 41, Secretary of CIP Management, Inc. since October 1989. She is a Limited Partner of The Jones Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P., where she has been a senior investment adviser in investment banking since 1980. Ms. Gaffney is the beneficial owner of 405 Units. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the caption "Partnership Distributions and Allocations" in the Prospectus of the Partnership dated November 4, 1992, filed with the Securities and Exchange Commission pursuant to Rule 497(b) under the Securities Act of 1933, is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information concerning the security ownership of the Independent General Partners and the Officers and Directors of CIP Managements, Inc., described in Item 10, is herein incorporated by reference. 33 As of March 15, 2000, the following parties are known by the Partnership to be the beneficial owners of more than 5% of the Units. Amount of Beneficial % of Limited Name Ownership of Units Partnership Capital ---- ------------------ ------------------- Richard P. Kiphart 10,131 9.09% EDJ Ventures Ltd. 5,633 5.06% E. Stanley Kroenke 5,633 5.06% The Partnership is not aware of any arrangement which may, at a subsequent date, result in a change of control of the Partnership. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain relationships and related transactions, described in Item 10, are herein incorporated by reference. 34 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K a. The following documents are filed as part of this report: 1. Financial Statements: -------------------- See Index to Financial Statements and Supplementary Data contained in Item 8 of this Form 10-K. 2. Financial Statement Schedules: ----------------------------- All financial statement schedules are omitted because they are notapplicable, or the required information is included in the balance sheet or notes thereto. 3. Exhibits: (3) Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 4, 1992. (4) Form of Unit Certificate. (10) Management Agreement dated November 4, 1992, between the Partnership and CIP Management, L.P., LLLP. (28) Prospectus of the Partnership dated November 4, 1992, filed with the Securities and Exchange Commission in connection with Registration Statement No. 33-47917 on Form N-2 under the Securities Act of 1933. [FN] Incorporated by reference to Exhibit A of the Prospectus of the Partnership dated November 4, 1992 filed with the Securities and Exchange Commission pursuant to Rule 497(b) under the Securities Act of 1933. Incorporated by reference to the Partnership's Registration Statement No. 33-47917 on Form N-2 under the Securities Act of 1933. b. No reports on Form 8-K were filed during the quarter ended December 31, 1999. c. Exhibits filed as part of this report are included in Item (14) (a)(3) above. d. All financial statement schedules are omitted because they are not applicable, or the required information is included in the balance sheet or notes thereto. 35 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, on this 24th day of March, 2000. Community Investment Partners II, L.P. By: CIP Management, L.P., LLLP, its Managing General Partner By: CIP Management, Inc., its Managing General Partner /s/ Daniel A. Burkhardt, President -------------------------------------- By: Daniel A. Burkhardt, 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 indicated. /s/ Daniel A. Burkhardt General Partner of CIP Management - ------------------------------- L.P., LLLP, President, Treasurer and Daniel A. Burkhardt Director of CIP Management, Inc. /s/ Ray L. Robbins Vice President and Director of CIP - ------------------------------- Management, Inc. Ray L. Robbins /s/ Ralph G. Kelly Individual General Partner, - ------------------------------- Community Investment Partners II, L.P. Ralph G. Kelly /s/ Thomas A. Hughes Individual General Partner, - ------------------------------- Community Investment Partners II, L.P. Thomas A. Hughes 36 INDEX TO EXHIBITS Exhibit Number Description of Exhibit Page - ------ ---------------------- ---- (3) Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 4, 1992 (4) Form of Unit Certificate (10) Management Agreement dated November 4, 1992, between the Partnership and CIP Management, L.P., LLLP (28) Prospectus of the Partnership dated November 4, 1992, filed with the Securities and Exchange Commission in connection with Registration Statement No. 33-47917 on Form N-2 under the Securities Act of 1933 [FN] - ----------- Incorporated by reference 37 EX-27 2 FINANCIAL DATA SCHEDULE
6 This schedule contains summary financial information extracted from the financial statements for Community Investment Partners II, L.P. for the year ended December 31, 1999 and is qualified in its entirety by reference to such financial statements. 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 1,692,112 2,019,936 32,682 12,635 0 2,065,253 0 0 14,604 14,604 0 0 112,530 112,530 0 0 0 0 0 2,050,649 0 7,886 0 0 0 (106,913) 464,246 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 23,981 1,880,030 15.19 3.03 0 0 0 0 18.22 0
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