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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) November 20, 1995
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Indepro Property Fund II, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 2-84754 51-0270624
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation of Identification No.)
organization)
600 Dresher Road Horsham, PA 19044
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(Address of principal executive offices)
Registrant's telephone number, including area code 215-956-0400
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(Former name or former address, if changed since last report)
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Index to Form 8-K
Page Number
Item 2. Acquisitions and Dispositions of Assets 3
General Information 4
Pro Forma Balance Sheet
as of September 30, 1995 5
Pro Forma Statement of Operations
for the nine months ended September 30, 1995 6
Pro Forma Statement of Operations
for the year ended December 31, 1994 7
Notes to Unaudited Pro Forma Balance Sheet
and Statements of Operations 8
2
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Item 2. Acquisitions or Dispositions of Assets
On November 20, 1995, Indepro Property Fund II, L.P. (the "Registrant") conveyed
title to 710 East Ogden Avenue to MS Enterprises, (the "Purchaser.") The
Purchaser is a general partnership which invests in income-producing real
property and which has no affiliation to the Registrant. 710 East Ogden Avenue
is a one story commercial office building containing approximately 54,965 square
feet, located on approximately 5 acres in Naperville, Illinois, a suburb of
Chicago. The Registrant acquired 710 East Ogden Avenue on November 30, 1983 for
a purchase price of $4,155,366, of which $1,901,082 was paid in cash with the
balance of $2,254,284 represented by a promissory note and assumption of the
property's net liabilities.
The total consideration received by the Registrant for the sale of the property
was $2,815,000, which was negotiated at arm's length through a competitive
bidding process. Relevant factors utilized in determining the adequacy of the
consideration were the sale prices of comparable properties in the marketplace,
the age and physical condition of the property sold, present and anticipated
future market conditions for commercial office buildings in the Chicago area,
and the duration of the Registrant's investment in the property. After payment
of the costs of sale of $217,809 and the balance of the mortgage loan on the
property of $1,781,677, the total net cash proceeds of $815,514 will be
distributed to the General and Limited Partners of the Registrant.
Since 710 East Ogden Avenue was the last real property investment owned by the
Registrant, and since the Partnership terminates upon sale or disposition of all
real property investments, the General Partner will be effecting a dissolution
of the Partnership, as well as distribution of all remaining cash to the
partners.
3
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Unaudited Pro Forma Financial Statements
The following unaudited pro forma balance sheet as of September 30, 1995 sets
forth the financial position of the Registrant under the assumption that the
sale of 710 East Ogden Avenue occurred on September 30, 1995. The unaudited pro
forma statements of operations for the year ended December 31, 1994 and the nine
months ended September 30, 1995 sets forth the historical results of operations
for the Registrant assuming that the sale of 710 East Ogden Avenue occurred at
the beginning of the respective periods. It reflects only changes that would
result in income from operations, and does not reflect the gain on the sale. It
should be noted that the adjusted pro forma statements of operations for the
year ended December 31, 1994 and the nine months ended September 30, 1995
reflect the operations of real estate properties which were disposed of on June
15, 1995.
The unaudited pro form balance sheet and statements of operations should be read
in conjunction with their accompanying notes.
4
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Indepro Property Fund II, L.P.
Pro Forma Balance Sheet
(Unaudited)
As of September 30, 1995
<TABLE>
<CAPTION>
Historical Data Pro Forma
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Adjustments to Indepro Property
Indepro Historical Data Fund II, L.P.
Property for Sale of 710 with Sale of 710
Fund II, L.P. East Ogden East Ogden
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<S> <C> <C> <C>
Assets
Investments in real estate at
cost, net of accumulated
depreciation and valuation
allowance $ 2,554,480 a $ (2,554,480) $ --
Cash and cash equivalents 2,393,668 b 815,514 3,209,182
Accounts receivable net of
allowance for doubtful accounts 23,498 c (23,498) --
Deferred rent receivable 84,632 d (84,632) --
Prepaid expenses and other assets 14,511 e (14,511) --
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Total assets $ 5,070,789 $ (1,861,607) $ 3,209,182
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Liabilities and Partners' Capital
Notes payable $ 1,781,677 f $ (1,781,677) $ --
Accrued liabilities 103,854 g (93,539) 10,315
Security Deposits 29,102 h (29,102) --
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Total Liabilities 1,914,633 (1,904,318) 10,315
Partners' Capital 3,156,156 i 42,711 3,198,867
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Total Liabilities and Partners' Capital $ 5,070,789 $ (1,861,607) $ 3,209,182
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</TABLE>
5
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Indepro Property Fund II, L.P.
Pro Forma Statement of Operations
(Unaudited)
For the nine months ended September 30, 1995
<TABLE>
<CAPTION>
Historical Data Pro Forma
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Adjustments to Indepro Property
Indepro Historical Data Fund II, L.P.
Property for Sale of 710 with Sale of 710
Fund II, L.P. East Ogden East Ogden
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<S> <C> <C> <C>
Income
Rental income $ 493,531 j $ (360,796) $ 132,735
Interest income 92,125 k (934) 91,191
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Total Income 585,656 (361,730) 223,926
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Expenses
Interest on notes payable 215,231 l (142,184) 73,047
Depreciation and amortization 484,305 m (155,852) 328,453
Real estate taxes 63,027 n (63,027) --
Property operating expenses 157,260 o (154,142) 3,118
Administrative expenses 30,546 p (3,495) 27,051
Provision for property valuation
allowance 375,000 q (375,000) --
Loss on disposal of real estate 3,449,234 -- 3,449,234
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Total Expenses 4,774,603 (893,700) 3,880,903
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Net income (loss) before extraordinary item (4,188,947) 531,970 (3,656,977)
Gain on extinguishment of debt 4,403,062 -- 4,403,062
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Net income (loss) $ 214,115 $ 531,970 $ 746,085
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Net income (loss) per Limited
Partnership interest outstanding $ 7 $ 18 $ 25
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Limited Partnership interests
outstanding 30,000
</TABLE>
6
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Indepro Property Fund II, L.P.
Pro Forma Statement of Operations
(Unaudited)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
Historical Data Pro Forma
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Adjustments to Indepro Property
Indepro Historical Data Fund II, L.P.
Property for Sale of 710 with Sale of 710
Fund II, L.P. East Ogden East Ogden
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<S> <C> <C> <C>
Income
Rental income $ 3,185,328 j (372,965) 2,812,363
Interest income 84,319 k (730) 83,589
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Total Income 3,269,647 (373,695) 2,895,952
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Expenses
Interest on notes payable 1,747,045 l (192,792) 1,554,253
Depreciation and amortization 879,223 m (216,482) 662,741
Real estate taxes 492,706 n (91,662) 401,044
Property operating expenses 314,235 o (235,089) 79,146
Administrative expenses 104,214 p (16,186) 88,028
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Total Expenses 3,537,423 (752,211) 2,785,212
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Net income (loss) $ (267,776) $ 378,516 $ 110,740
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Net income (loss) per Limited
Partnership interest outstanding $ (9) $ 13 $ 4
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Limited Partnership interests
oustanding 30,000
</TABLE>
7
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Notes to Unaudited Pro Forma Balance Sheet
1. Pro Forma Adjustments
(a) To eliminate the investment in 710 East Ogden Avenue.
(b) To reflect the net cash sales proceeds received from the sale of 710
East Ogden Avenue.
(c) To eliminate accounts receivable related to 710 East Ogden Avenue.
(d) To eliminate deferred rent receivable associated with 710 East Ogden
Avenue.
(e) To eliminate prepaid insurance associated with 710 East Ogden Avenue.
(f) To reflect the payment of the mortgage loan payable for 710 East Ogden
Avenue.
(g) To eliminate accrued real estate taxes and accrued interest payable
associated with 710 East Ogden Avenue.
(h) To eliminate security deposits associated with 710 East Ogden Avenue.
(i) To reflect the gain on disposition of 710 East Ogden Avenue.
Notes to Unaudited Pro Forma Statements of Operations
1. Pro Forma Adjustments
(j) To eliminate rental income from 710 East Ogden Avenue.
(k) To eliminate interest income earned on funds held at 710 East Ogden
Avenue.
(l) To eliminate interest expense on mortgage payable on 710 East Ogden
Avenue.
(m) To eliminate depreciation expense on 710 East Ogden Avenue.
(n) To eliminate real estate taxes paid for 710 East Ogden Avenue.
(o) To eliminate property operating expenses for 710 East Ogden Avenue.
(p) To eliminate administrative expenses for 710 East Ogden Avenue.
(q) To eliminate provision for property valuation allowance related to 710
East Ogden Avenue.
2. Sale of 710 East Ogden Avenue
The pro forma statements of operations for the nine months ended
September 30, 1995 and for the year ended December 31, 1994 do not include any
gain that would have been recognized upon the sale of the 710 East Ogden
property. The gain on the above mentioned transaction would have been $42,711 at
September 30, 1995. The pro forma statements of operations for the year ended
December 31, 1994 and the nine months ended September 30, 1995 reflect the
operations for real estate properties which were disposed of on June 15, 1995
via a deed-in-lieu of foreclosure.
8
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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 thereunto duly authorized.
Indepro Property Fund II, L.P.
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(Registrant)
By: /s/ Wayne L. Harris
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Wayne L. Harris
Vice President
By: /s/ Ann M. Strootman
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Ann M. Strootman
Controller
Date: November 20, 1995
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