TABLE OF CONTENTS ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS ITEM 5 HISTORICAL SUMMARY OF GROSS REVENUES AND CERTAIN DIRECT OPERATING EXPENSES EXHIBIT 99.1 SELLERS CLOSING STATEMENT SIGNATURES Page 1 ITEM 2 - FORM 8-K ACQUISITION OR DISPOSITION OF ASSETS SALE OF TOWN CENTER SHOPPING CENTER The partnership sold Town Center, the 101,664 sq. ft. shopping center located on Marco Island to American Heritage/Buckhead, L.P. a Delaware limited partnership, as of July 1, 1996 at a price of $12,000,000. Closing costs totaled $378,000 which included a selling commission of $240,000 split equally between two unrelated, third party real estate brokerage companies. Additional closing adjustments totaled $130,000. A copy of the Seller's Closing Statement is attached. From the closing proceeds, the partnership paid in full a first mortgage loan from NationsBank in the amount of $5,764,000. That loan was secured by a mortgage on both Town Center and Broadway Medical Center. That mortgage has now been satisfied in full. An additional $500,000 is being reserved from the closing to be paid against the partnership's loan on Manatee West. That sum, plus approximately $1,200,000 which was reserved from a prior property sale will pay the loan on Manatee West Shopping Center in full provided that the lender will not grant a satisfactory extension to that loan which is due and payable on September 1, 1996. The net proceeds from sale less the $500,000 mentioned above will be distributed to the limited partners during the first week of July, 1996. Pursuant to the information required by Article 11 of regulation S- X, if the partnership had disposed of the property on March 31, 1996, the effect on the partnership's unaudited balance sheet of that same date would have been a decrease in net asset value of $1,430,000, a decrease in debt by $5,782,000, and a higher net worth of approximately $4,352,000. If this sale had occurred on January 1, 1996, the effect on the unaudited income statement for three months ended March 31, 1996 would have been to decrease revenue by $378,000, decrease operating expense by $91,000, decrease interest expense by $136,000, decrease other non-operating expenses by $16,000, decrease depreciation and amortization expenses by $70,000. All of the foregoing adjustment would have resulted in a decrease in net income of $65,000. Included in this report is the historical summary of gross revenues and certain direct operating expenses for the twelve months ending 12/31/95, 12/31/94 and 12/31/93. Page 2 TOWN CENTER SHOPPING CENTER HISTORICAL SUMMARY OF GROSS REVENUES AND CERTAIN DIRECT OPERATING EXPENSES 12/31/95 12/31/94 12/31/93 GROSS REVENUES Rental Income and other 1,499,190 1,603,837 1,701,092 Total Revenue 1,499,190 1,603,837 1,701,092 CERTAIN DIRECT OPERATING EXPENSES Grounds Maintenance 41,580 37,054 33,937 Building Maintenance 45,338 19,362 7,484 Utilities 55,950 54,023 41,267 Management Fee 92,272 91,215 100,540 Real Estate Taxes 77,730 80,095 80,361 Insurance 55,864 58,574 49,733 Administrative 64,384 84,767 76,574 Other Expenses 64,143 41,442 60,505 Bad Debts 0 0 51,800 _______ _______ _______ TOTAL CERTAIN DIRECT 497,261 466,532 502,201 OPERATING EXPENSES EXCESS OF GROSS 1,001,929 1,137,305 1,198,891 REVENUES OVER CERTAIN DIRECT OPERATING EXPENSES Page 3 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. FLORIDA INCOME FUND II, LIMITED PARTNERSHIP (REGISTRANT) JULY 1, 1996 LAWRENCE A. RAIMONDI PRESIDENT AND DIRECTOR, AND CEO MARINER CAPITAL MANAGEMENT, INC. (PRINCIPAL EXECUTIVE OFFICER) (SIGNATURE) JOE K. BLACKETER SECRETARY/TREASURER MARINER CAPITAL MANAGEMENT, INC. (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) (SIGNATURE) Page 4