SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. ___)
_______________________
MRI BUSINESS PROPERTIES FUND, LTD. II
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
_______________________
Michael L. Ashner
MRI/CPF L.L.C.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11735-2717
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement . [X] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7.)
Page 1 of 9
Page 2 of 9
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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__________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MRI/CPF L.L.C.
__________________________________________________________________
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
__________________________________________________________________
3. SEC Use Only
__________________________________________________________________
4. Sources of Funds*
WC;AF
__________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
[ ]
__________________________________________________________________
6. Citizenship or Place of Organization
Delaware
__________________________________________________________________
Number 7. Sole Voting Power 26,635 Units
of ______________________________________________
Shares 8. Shared Voting Power 82 Units
Beneficially ______________________________________________
Owned by Each 9. Sole Dispositive Power 26,635 Units
Reporting ______________________________________________
Person With 10. Shared Dispositive Power 82 Units
__________________________________________________________________
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
26,717 Units
__________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
[ ]
__________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
29.3%
__________________________________________________________________
14. Type of Reporting Person*
OO
__________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to units of limited
partnership interest ("Units") of MRI Business Properties Fund,
Ltd. II (the "Issuer"), a California limited partnership. The
principal executive offices of the Issuer are located at One
Insignia Financial Plaza, Greenville, SC 29602.
Item 2. Identity and Background.
This statement is being filed by MRI/CPF L.L.C. ("MRI/CPF"),
a Delaware limited liability company. The members of MRI/CPF
(collectively, the "Members") are Michael Ashner, Arthur Queler,
Dogwood Associates ("Dogwood"), and AP-NPI III, L.P. ("AP").
Dogwood is a general partnership, the general partners of which
are Martin Lifton, Steven Lifton, G. Bruce Lifton and Judie
Lifton. AP is a Delaware limited partnership, the general
partner of which is AP-NPI Operating Corporation III ("AP
Operating"), a Delaware corporation and wholly-owned subsidiary
of Apollo Real Estate Advisors, L.P. ("AREA"). AREA is a
Delaware limited partnership, the general partner of which is
Apollo Real Estate Management, Inc. ("AREM"), a Delaware
corporation. The executive officers and directors of AP
Operating are John J. Hannan, Michael Weiner, W. Edward Scheetz,
Lee Neibart and Ronald Kravit. The executive officers and
directors of AREM are Leon D. Black, John J. Hannan and William
Mack. The Members, the general partners of partnership Members,
AREA, AREM and the executive officers and directors of AP
Operating and AREM are collectively referred to herein as the
"Instruction C Persons". As set forth in Item 5 below, QAL II
Associates and QALA III Associates (the "Affiliated Holders"),
affiliates of certain Instruction C Persons, also own Units.
The principal business of each of MRI/CPF and Dogwood is
investing in limited partnership units. The principal business
and principal office address of MRI/CPF, Dogwood and Mr. Ashner
is 100 Jericho Quadrangle, Suite 214, Jericho, New York 11753.
Mr. Queler's business address is 5665 Northside Drive N.W.,
Atlanta, GA 30328. The principal business of AP is to invest in
MRI/CPF; the principal business of AP Operating is to serve as
general partner of AP; the principal business of AREA is to
provide advice regarding investments in real estate and real
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estate-related investments; and the principal business of AREM is
to serve as general partner of AREA. The principal business and
principal office address of each of AP, AP Operating, AREA and
AREM is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of the
Americas, New York, NY 10019. Additional information for all
individual Instruction C Persons, each of which is a United
States citizen, is set forth on Schedule 1 hereto. Each
Affiliated Holder is a general partnership with the principal
business of investing in limited partnership units. The
principal business and principal office address of each
Affiliated Holder is 100 Jericho Quadrangle, Suite 214, Jericho,
New York 11753.
During the past five years, neither MRI/CPF, any Instruction
C Person nor either Affiliated Holder has been convicted in a
criminal proceeding, or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which proceeding it has been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration.
On January 19, 1996, MRI/CPF purchased from DeForest
Ventures I L.P. in a privately negotiated transaction an
aggregate of 26,635 Units for an aggregate purchase price of
$471,173.15, which amount was obtained from MRI/CPF's working
capital.
Item 4. Purpose of Transaction.
MRI/CPF purchased the Units owned by it for investment
purposes. MRI/CPF does not have any plans or proposals which
relate to or would result in any of the subjects covered by
paragraphs (a) through (j) of Item 4. MRI/CPF reserves the right
to acquire additional Units, to dispose of Units owned by it, or
to formulate other purposes, plans or proposals regarding the
Issuer to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
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Item 5. Interest and Securities of the Issuer.
(a) MRI/CPF owns 26,635 Units, approximately 29.2% of the
total amount outstanding. In addition, the Affiliated Holders
own the number of Units set forth opposite their name:
Affiliated Holder Units
QAL II Associates 17
QALA III Associates 65
MRI/CPF, as a result of its affiliation with the Affiliated
Holders, may be deemed to beneficially own an aggregate of 26,717
Units, approximately 29.3% of the total amount outstanding. For
additional information with respect to the Affiliated Holders,
see Item 2 above. Pursuant to Rule 13d-4 of the Act, each
Instruction C Person disclaims beneficial ownership of the Units
owned by MRI/CPF and the filing of this statement shall not be
construed as an admission that such person is, for purposes of
Section 13(d) or Section 13(g) of the Act, the beneficial owner
of such Units.
(b) MRI/CPF has the sole power to vote and dispose of the
26,635 Units owned by it. In addition, as a result of its
affiliation with the Affiliated Holders, MRI/CPF may be deemed to
have shared voting and dispositive power over the Units owned by
the Affiliated Holders.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to the Securities of the Issuer.
Pursuant to an agreement (the "Insignia Agreement"), dated
as of January 19, 1996, between MRI/CPF, the Affiliated Holders
and Insignia Financial Group, Inc. ("Insignia"), under certain
circumstances, MRI/CPF has the right to require Insignia to
purchase the Units owned by MRI/CPF and the Affiliated Holders
for a purchase price based on a formula set forth in the Insignia
Agreement.
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Item 7. Materials to be Filed as Exhibits.
(a) Agreement, dated as of January 19, 1996, between
MRI/CPF, the Affiliated Holders and Insignia Financial Group,
Inc.
Page 9 of 9
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: January 30, 1996 MRI/CPF L.L.C.
MEMBER: Michael L. Ashner
By: /s/ Michael L. Ashner
Michael L. Ashner
MEMBER: Arthur N. Queler
By: /s/ Arthur N. Queler
Arthur N. Queler, Member
MEMBER: Dogwood Associates
By: /s/ Martin Lifton
General Partner
MEMBER: AP-NPI III, L.P.
By: AP-NPI Operating
Corporation III,
General Partner
By: /s/ Michael Weiner
Vice President
Schedule 1
Individual Instruction C Persons
Michael L. Ashner. Mr. Ashner's current principal
occupation is to serve as Chief Executive Officer of Winthrop
Financial Associates, a limited partnership ("Winthrop"), a real
estate investment firm. Winthrop's principal business address is
One International Place, Boston, MA 02110.
Leon D. Black. Mr. Black's current principal occupation is
to serve as an executive officer and director of each of Apollo
Capital Management, Inc. ("Apollo Capital") and Lion Capital
Management, Inc. ("Lion Capital"). The business address for such
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of
the Americas, New York, NY 10019. Mr. Black is also a founding
principal of Apollo Advisors, L.P. ("Apollo Advisors"), AREA and
Lion Advisors, L.P. ("Lion Advisors").
John J. Hannan. Mr. Hannan's current principal occupation
is to serve as an executive officer and director of each of
Apollo Capital and Lion Capital. The business address for such
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of
the Americas, New York, NY 10019. Mr. Hannan is also a founding
principal of Apollo Advisors, AREA and Lion Advisors.
William Mack. Mr. Mack's current principal occupation is to
serve as a consultant to Apollo Advisors and as a principal of
AREA. The business address for such entities is c/o Apollo Real
Estate Advisors, L.P., 1301 Avenue of the Americas, New York, NY
10019.
W. Edward Scheetz. Mr. Scheetz' current principal
occupation is to serve as a Vice President of AREM. Mr. Scheetz
also directs portfolio management for AREA and directs the
investment activates of Apollo Real Estate Investment Fund, L.P.
("AREIF"). The business address for such entities is c/o Apollo
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New
York, NY 10019.
Michael Weiner. Mr. Weiner's current principal occupation
is to serve as General Counsel to AREM, AREA, AREIF, Apollo
Advisors and Lion Advisors. Mr. Weiner is also a Vice President
of AREM. The business address for such entities is c/o Apollo
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New
York, NY 10019.
Lee Neibart. Mr. Neibart's current principal occupation is
to serve as a Vice President of AREM. Mr. Neibart also directs
portfolio management for AREA. The business address for such
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of
the Americas, New York, NY 10019.
Ronald Kravit. Mr. Kravit's current principal occupation is
to serve as a Vice President of Real Estate Acquisitions of AREA
and AREIF. The business address for such entities is c/o Apollo
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New
York, NY 10019.
Martin Lifton. Mr. Lifton's current principal occupation is
to serve as Chairman and President of The Lifton Company ("TLC"),
a real estate investment firm. TLC's principal business address
is 100 Jericho Quadrangle, Suite 214, Jericho, NY 11753.
Arthur N. Queler. Mr. Queler is currently an independent
consultant. Mr. Queler's principal business address is 5665
Northside Drive N.W., Atlanta, GA 30328.
Steven Lifton. Mr. Lifton's current principal occupation
is to serve as a Senior Vice President of TLC. TLC's principal
business address is 100 Jericho Quadrangle, Suite 214, Jericho,
NY 11753. Mr. Lifton is a son of Martin Lifton and a brother of
G. Bruce Lifton and Judie Lifton.
G. Bruce Lifton. Mr. Lifton's current principal occupation
is to serve as a Vice President of TLC. TLC's principal business
address is 100 Jericho Quadrangle, Suite 214, Jericho, NY 11753.
Mr. Lifton is a son of Martin Lifton and the brother of Steven
Lifton and Judie Lifton.
Judie Lifton. Ms. Lifton's current principal occupation is
an attorney in New York City. Ms. Lifton's business address is
c/o The Lifton Company, 100 Jericho Quadrangle, Suite 214,
Jericho, NY 11753. Ms. Lifton is the daughter of Martin Lifton
and the sister of Steven Lifton and G. Bruce Lifton.
Exhibit A
AGREEMENT, dated as of January __, 1996, between MRI/CPF
L.L.C. ("LLC"), QAL II ("QAL"), QALA III ("QALA") and INSIGNIA
FINANCIAL GROUP, INC. ("Insignia").
W I T N E S S E T H:
WHEREAS: 1. LLC, QAL and QALA collectively own 26,717
limited partnership units (the "Units") in MRI Business
Properties Fund, Ltd. II (the "Partnership").
2. Exeter Capital Corporation (the "Company"), an affiliate
of LLC, has agreed to perform certain consulting services for the
Partnership pursuant to the terms of a Services Agreement (the
"Services Agreement"), dated the date hereof, between the
Partnership and the Company.
3. An affiliate of Insignia controls the general partner of
the Partnership.
4. The parties hereto are desirous of making certain
arrangements in the event that the Partnership does not make
certain distributions requested pursuant to the Services
Agreement or the Services Agreement is terminated.
NOW, THEREFORE, the parties hereto hereby agree as follows:
FIRST: In the event that the Services Agreement is
terminated by the Partnership prior to the dissolution of the
Partnership, LLC shall have the right by notice to Insignia (the
"Termination Notice") given at any time during the six (6) month
period following the termination of the Services Agreement, to
require Insignia to purchase all of the Units at an aggregate
purchase price equal to the "Termination Price" (as hereafter
defined). "Termination Price" shall mean (i) the amount which
would be distributable by the Partnership to LLC, QAL and QALA,
collectively, had the Partnership distributed to its limited
partners all cash and cash equivalents held by the Partnership as
of the date of the Termination Notice, reduced by (ii) the
aggregate amount of (A) any distributions to LLC, QAL and QALA
with respect to the Units by the Partnership subsequent to the
date of the Termination Notice, (B) the amount derived by
multiplying $60,000 by a fraction, the numerator of which shall
be the number of Units owned by LLC, QAL and QALA collectively,
as of the date of the Termination Notice, and the denominator of
which shall be the total number of Units of the Partnership
outstanding, as of the date of the Termination Notice, and (C)
all amounts payable, as of the closing, by LLC, QAL and QALA to
Insignia pursuant to Article SECOND hereof.
SECOND: Pursuant to the provisions of the Services
Agreement, LLC may, from time to time, give a notice (the
"Distribution Notice") to the Partnership requesting that the
Partnership make a distribution to its limited partners in an
amount not in excess of the cash and cash equivalents held by the
Partnership as of the date of the Distribution Notice. If the
Partnership fails to make the distribution (or any portion
thereof) requested in the Distribution Notice within thirty (30)
days of receipt thereof, Insignia hereby agrees to pay to LLC,
QAL and QALA upon receipt of written request therefor from LLC,
an amount (the "Distribution Notice Payment") equal to (a) the
amount of the distribution requested in the Distribution Notice
less (b) any amounts distributed by the Partnership to LLC, QAL
and QALA subsequent to the date of the Distribution Notice. LLC,
QAL and QALA hereby agree that they will repay any and all
Distribution Notice Payments received by them from Insignia,
without interest, out of subsequent distributions received by
LLC, QAL and QALA from the Partnership.
THIRD: The closing of any sale of Units pursuant to this
Agreement shall take place at the offices of Rosenman & Colin
LLP, 575 Madison Avenue, New York, New York 10022, on the date
specified by LLC in the Termination Notice, which date shall be
no earlier than 30 days nor later than 45 days after the delivery
of such notices. At the closing of the sale of Units, LLC, QAL
and QALA shall deliver to Insignia an assignment of all their
right, title and interest in the Units, free and clear of all
liens, charges, pledges and encumbrances of any kind or nature.
Payment of the Termination Price and all distributions or other
amounts payable to LLC, QAL or QALA hereunder shall be made by
certified or official bank check payable to the order of LLC, QAL
or QALA, as the case may be, or by wire transfer to LLC, QAL or
QALA, as the case may be, in accordance with wire instructions
set forth in the Termination Notice or notice otherwise provided
hereunder to the Partnership or Insignia, as the case may be.
All amounts payable to Insignia hereunder shall be made by
certified or official bank check payable to the order of Insignia
or by wire transfer to Insignia in accordance with wire
instructions or notice otherwise provided hereunder by Insignia.
FOURTH: A. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors and assigns.
B. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York
without reference to its principles of conflicts of law.
C. All notices, demands or requests provided for or
permitted to be given pursuant to this Agreement must be in
writing. All notices, demands and requests to be sent shall be
deemed to have been properly given or served by personal
delivery, by depositing the same in the United States mail,
postpaid and certified with return receipt requested, by
depositing the same with any reputable overnight mail courier, or
by transmission of same by telecopy or similar service, at the
following address or telecopier number:
If to Insignia:
1 Insignia Financial Plaza
Greenville, SC 29602
Attention: James A. Aston
John K. Lines
Telephone No.: (803) 239-1000
Facsimile No.: (803) 239-1096
with a copy to:
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, NY 10036
Attention: Arnold S. Jacobs
Telephone No.: (212) 969-3000
Facsimile No.: (212) 969-2900
If to LLC, QAL or QALA:
100 Jericho Quadrangle
Jericho, NY 11753
Attention: Michael J. Ashner
Telephone No.: (516) 822-0022
Facsimile No.: (516) 433-2777
with a copy to:
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
Attention: Mark I. Fisher
Joseph L. Getraer
Telephone No.: (212) 940-8800
Facsimile No.: (212) 940-8776
Each notice, demand and request shall be effective upon personal
delivery, upon confirmation of the date on which the same is
deposited in the United States mail or with any reputable
overnight mail courier in accordance with the foregoing
requirements. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no
notice was given shall not adversely impact the effectiveness of
any such notice, demand or request. By giving to the other
parties at least 30 days' written notice thereof, the parties
hereto, and their respective successors and assigns, shall have
the right from time to time at any time during the term of this
Agreement to change their respective addresses and each shall
have the right to specify as its address any other address within
the United States of America; provided, however, that any such
notice shall be effective only upon actual receipt.
FIFTH: This Agreement shall terminate on the earlier to
occur of (i) the removal, without its consent, of the general
partner of the Partnership, (ii) the loss, without its consent,
of the ability of NPI Equity Investments II, Inc. or an affiliate
of Insignia to control the general partner of the Partnership and
(iii) the dissolution of the Partnership; provided, however, the
obligations of LLC, QAL and QALA to repay Distribution Notice
Payments to Insignia pursuant to Article SECOND hereof shall
survive any such termination pursuant to clause (i) or (ii)
hereof.
IN WITNESS WHEREOF, each of the parties hereto have executed
this Agreement as of the day and year first above written.
MRI/CPF L.L.C.
By:____________________________
Name: Michael L. Ashner
Title: Member
QAL II
By:____________________________
Name: Michael L. Ashner
Title: General Partner
QALA III
By:____________________________
Name: Michael L. Ashner
Title: General Partner
INSIGNIA FINANCIAL GROUP, INC.
By:___________________________
Name:
Title:
