<PAGE> 1
Total pages: 8
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) December 7, 1995
BOETTCHER WESTERN PROPERTIES II LTD.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
COLORADO 0-11501 84-0879737
- ---------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
828 Seventeenth Street, Denver Colorado 80202
- ---------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (303) 628-8000
N/A
- ------------------------------------------------------------------------------
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
As previously reported, on August 8, 1995, Boettcher Western Properties II Ltd.
(the "Partnership") sold its 100% interest in the land, related improvements
and personal property of the Iliff Crossing Shopping Center ("Iliff") located
in Aurora, Colorado. The purchaser, Iliff Crossing Company LLC, a Colorado
limited liability company, is not affiliated with the Partnership, its General
Partner or any affiliate, director, officer or associate of the foregoing, and
the sales price was determined by arm's-length negotiations. Iliff consists of
a 51,207 net leasable square foot shopping center contained in two buildings on
approximately 5.4 acres of land. At the time of sale, Iliff was approximately
94% leased and occupied.
The net proceeds to the Partnership before proration of operating income and
expenses related to the property were as follows:
<TABLE>
<S> <C>
Sales price $3,100,000
Less Costs of Sale-
Sales Commissions (124,000)
Title, legal fees, and other (26,416)
Mortgage Payoff (2,176,429)
Security Deposit Liability (25,748)
-----------
Net Proceeds $ 747,407
==========
</TABLE>
On August 17, 1995, the Partnership collected the balance owed on its
All-Inclusive Promissory Note dated July 1990 secured by the West Lakes
Apartments in Olympia, Washington. The net proceeds to the Partnership were as
follows:
<TABLE>
<S> <C>
Balance of All-Inclusive Promissory Note $4,920,000
Accrued Interest 14,353
Principal Balance on Underlying Note Payable (3,398,785)
Interest Payable (9,987)
Closing costs (10,317)
-------------
Net Proceeds $1,515,264
===========
</TABLE>
Subsequent to closing the above transactions, the net proceeds ($2,262,671)
generated and certain Partnership cash reserves ($162,094) were utilized on
October 19, 1995 to make a distribution to the Limited Partners of $147 per
unit ($2,424,765).
After payment of the foregoing distribution to Limited Partners, all remaining
cash reserves of the Partnership ($294,545) were utilized to pay its liability
to the Managing General Partner ($279,933) and the remaining costs of
liquidation of the Partnership and other liabilities identified by the Managing
General Partner arising out of or in connection with the operations of the
2
<PAGE> 3
Partnership and/or sale of the Properties (aggregating $5,849), and the payment
of a final cash distribution to the Limited Partners of $21,250, or $1.29 per
unit, on December 7, 1995. Upon payment of the costs of liquidation,
liabilities of the Partnership and the final cash distribution to the Limited
Partners, all assets of the Partnership have been accounted for and reduced to
cash and all liabilities of the Partnership paid or otherwise provided for by
the Partnership and the General Partners.
On December 5, 1995 the Managing General Partner filed a Certificate of
Cancellation of the Certificate of Limited Partnership of the Partnership with
the Colorado Secretary of State.
On December 7, 1995 the General Partner mailed this Form 8-K to all Limited
Partners and this Form 8-K shall constitute the statement to the Limited
Partners as required by Section XIII(3) of the Limited Partnership Agreement of
the Partnership. The Managing General Partner intends to file a Form 15
(Certification and Notice of Termination of Registration Under Section 12(g) of
the Securities and Exchange Act of 1934) with the Securities and Exchange
Commission on or before December 20, 1995.
The Partnership is now dissolved and all of its assets have been distributed in
liquidation and dissolution of the Partnership and liabilities of the
Partnership paid or otherwise provided for.
3
<PAGE> 4
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.19 Statement of Operations for the period from July 1, 1995
through December 7, 1995
10.20 Statement of Operations for the period from October 1,
1994 through December 7, 1995
10.21 Statement of Cash Flows for the period from October 1,
1994 through December 7, 1995
4
<PAGE> 5
SIGNATURE
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 thereunto duly authorized.
BOETTCHER WESTERN PROPERTIES II LTD.
By: Boettcher Properties, Ltd. as
Managing General Partner
By: BPL Holdings, Inc. as
General Partner
Dated: December 7, 1995 By: /s/ Thomas M. Mansheim
-----------------------------
Thomas M. Mansheim
Treasurer; Principal Financial
and Accounting Officer of the
Partnership
5
<PAGE> 1
Exhibit 10.19
BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Statement of Operations
For the Period from July 1, 1995 through December 7, 1995
(Unaudited)
<TABLE>
<S> <C>
Revenue:
Rental income $ 36,168
Tenant reimbursements for common area
charges, insurance and taxes 17,390
Interest income 107,500
Other income 69
--------
161,127
-------
Expenses:
Interest, including
amortization of debt issuance costs 104,459
Depreciation 14,953
Property taxes 8,623
Fees and reimbursements to
managing general partner 18,277
Other management fees 4,088
Repairs and maintenance 7,090
Utilities 781
Other administrative 29,597
-------
187,868
-------
Operating loss before loss on sale of
real estate investments (26,741)
Loss on sale of real estate investments (85,378)
-------
Net loss $(112,119)
=========
Net loss per limited partnership unit,
using the weighted average number
of limited partnership units outstanding
of 16,495 $(6.73)
======
</TABLE>
6
<PAGE> 1
Exhibit 10.20
BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Statement of Operations
For the period from October 1, 1994 through December 7, 1995
(Unaudited)
<TABLE>
<S> <C>
Revenue:
Rental income $ 362,922
Tenant reimbursements for common area charges,
insurance and taxes 105,776
Interest income 475,891
Other income 1,910
--------
946,499
-------
Expenses:
Interest, including
amortization of debt issuance costs 574,387
Depreciation 121,267
Property taxes 46,600
Fees and reimbursements to
managing general partner 81,129
Other management fees 21,155
Repairs and maintenance 47,808
Utilities 12,256
Other administrative 91,879
--------
996,481
--------
Operating loss before loss on sale of
real estate investments (49,982)
Loss on sale of real estate investments (85,378)
--------
Net loss $(135,360)
=========
Net loss per limited partnership unit,
using the weighted average number
of limited partnership units outstanding
of 16,495 $ (8.12)
=======
</TABLE>
7
<PAGE> 1
Exhibit 10.21
BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Statement of Cash Flows
For the Period from October 1, 1994 through December 7, 1995
(Unaudited)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $ (135,360)
Adjustments to reconcile net loss to
net cash used by operating
activities:
Depreciation and amortization 146,153
Loss on sale of properties 85,378
Change in assets and liabilities:
Decrease in accounts receivable and other assets 132,400
Decrease in property tax and other escrow deposits 34,717
Decrease in payable to managing general partner (176,053)
Decrease in property taxes payable (38,427)
Decrease in accounts payable and accrued expenses (12,441)
Decrease in tenants' deposits (26,690)
Decrease in unearned rental income (1,486)
Decrease in accrued interest payable (27,897)
--------
Net cash used by operating activities (19,706)
Cash flows provided by investing activities:
Proceeds from collection of mortgage loan receivable,
net of closing costs 4,909,683
Proceeds from sale of property net of closing costs
and other costs of sale 2,920,738
---------
Net cash provided by investing activities 7,830,421
---------
Cash flows used by financing activities:
Increase in deferred leasing costs (1,180)
Increase in debt issuance costs (16,158)
Reductions in mortgage principal (5,733,532)
Distribution to limited partners (2,446,015)
Contribution by General Partner for deficit capital
account 61,880
---------
Net cash used by financing activities (8,135,005)
---------
Net decrease in cash and cash equivalents (324,290)
Cash and cash equivalents at October 1, 1994 324,290
---------
Cash and cash equivalents at December 7, 1995 $ 0
=========
Supplemental disclosure of cash flow information -
Interest paid in cash during the period
October 1, 1994 through December 7, 1995 $ 577,399
=========
</TABLE>
8
