UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 22, 1996 NATIONAL PROPERTY INVESTORS II (Exact name of registrant as specified in its charter) CALIFORNIA 0-9138 13-2906846 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) One Insignia Financial Plaza Post Office Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Office) Registrant's telephone number, including area code (864) 239-1000 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 22, 1996, National Property Investors II, a California limited partnership (the "Partnership"), sold Sugar Mill Apartments located in Melbourne, Florida, to an unaffiliated party, General Capital Corporation, a Tennessee corporation. NPI Equity Investments, Inc. (the "Managing General Partner") believed that the sale of the property was in the best interest of the Partnership. The gross selling price of Sugar Mill Apartments was $5,247,000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS The Partnership has not received final closing documents for the sale of Sugar Mill Apartments as of the date of this filing. The Partnership will file an amended 8-K to include these Exhibits when they are received. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL PROPERTY INVESTORS II By: NPI EQUITY INVESTMENTS, INC. Its Managing General Partner By: /s/ William H. Jarrard, Jr. President and Director By: /s/ Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: December 6, 1996