UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):October 2, 2003 (September 30, 2003)
Commission File Number:1-10553
PLM Equipment Growth Fund II
(Exact name of registrant as specified in its charter)
California 94-3041013
(State of jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
235 3rdStreet South, Suite 200
St. Petersburg, FL 33701
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(727) 803-1800
Item 5. Other Events.
On September 30, 2003, PLM Equipment Growth Fund II (the "Partnership") Partnership completed its liquidation and dissolution pursuant to a Plan of Dissolution and Liquidation (the "Plan"), which provided for the liquidation of the assets of, and the dissolution of, the Partnership.
In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the "Liquidating Trust Agreement") with PLM Financial Services, Inc., the General Partner of the Partnership (the "Trustee"), as trustee of the PLM Equipment Growth Fund II Liquidating Trust (the "Liquidating Trust"). As of September 30, 2003, the general and limited partner unitholders of the Partnership received apro ratabeneficial interest in the Liquidating Trust in exchange for such holder’s Partnership units.
In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining cash and non-cash assets and all of its remaining liabilities to the Liquidating Trust. On September 30, 2003, the Partnership filed a Certificate of Dissolution and a Certificate of Cancellation with the Secretary of State of the State of California.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Plan of Dissolution and Liquidation
10.2 Liquidating Trust Agreement
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.
PLM Equipment Growth Fund II
By: PLM Financial Services, Inc.,
its General Partner
By:_/s/ Richard K Brock
Richard K Brock
Chief Financial Officer
Date: October 2, 2003
Exhibit Index
Exhibit 2.1 Plan of Dissolution and Liquidation (filed herewith)
Exhibit 10.2 Liquidating Trust Agreement (filed herewith)
