<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED January 31, 1998 OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_____________________ TO _________________________
Commission File Number 0-13219
---------------------------------------------------------
BOETTCHER PENSION INVESTORS LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0948497
- --------------------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
77 West Wacker Drive
Chicago, Illinois 60601
- --------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 574-6000
-----------------------------
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets -
January 31, 1998 and October 31, 1997 3
Statements of Operations -
Three months ended January 31, 1998 and 1997 4
Statement of Partners' Capital -
Three months ended January 31, 1998 5
Statements of Cash Flows -
Three months ended January 31, 1998 and 1997 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 17
</TABLE>
2
<PAGE>
PART I. Financial Information
---------------------
Item 1. Financial Statements
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
January 31, October 31,
Assets 1998 1997
------ ----------- -----------
<S> <C> <C>
Real estate held for sale $ - $6,041,334
Cash and cash equivalents at cost 3,457,686 1,010,289
Accounts receivable and other assets, net
of allowances of $83,329 and $109,824,
respectively 2,310 64,500
---------- ----------
$3,459,996 $7,116,123
========== ==========
Liabilities and Partners' Capital
---------------------------------
Mortgage payable $ - $5,677,453
Accounts payable and accrued liabilities 23,987 30,854
Payable to Managing General Partner 70,167 129,836
Property taxes payable - 54,974
Other liabilities - 21,597
---------- ----------
Total Liabilities 94,154 5,914,714
Partners' Capital:
General partners (14,504) (35,857)
Limited partners 3,380,346 1,237,266
---------- ----------
Total Partners' Capital 3,365,842 1,201,409
---------- ----------
$3,459,996 $7,116,123
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three months ended January 31, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
Three months ended
January 31,
--------------------
1998 1997
---------- --------
<S> <C> <C>
Revenue:
Rental income $ 231,627 $237,150
Tenant reimbursements and other income 33,535 44,008
Interest income 11,122 7,734
---------- --------
276,284 288,892
---------- --------
Expenses:
Interest 134,661 136,540
Property taxes 16,835 12,234
Fees and reimbursements to
Managing General Partner 4,815 5,874
Other management fees 13,122 11,543
Repairs and maintenance 12,610 17,148
Utilities 7,156 4,192
General and administrative 53,458 27,669
Environmental 4,532 19,547
---------- --------
247,189 234,747
---------- --------
Earnings from operations 29,095 54,145
---------- --------
Gain on sale of real estate investment 2,135,338 -
---------- --------
Net earnings $2,164,433 $ 54,145
========== ========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $ 201.96 $ 5.05
========== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Three months ended January 31, 1998
(unaudited)
<TABLE>
<CAPTION>
Total
General Limited partners'
partners partners capital
-------- --------- ----------
<S> <C> <C> <C>
Capital (deficit) at November 1, 1997 $(35,857) $1,237,266 $1,201,409
Net earnings for the three months
ended January 31, 1998 21,353 2,143,080 2,164,433
-------- ---------- ----------
Capital (deficit) at January 31, 1998 $(14,504) $3,380,346 $3,365,842
======== ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Three months ended January 31, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
Three months ended
January 31,
-----------------------
1998 1997
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 2,164,433 $ 54,145
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Gain on sale of real estate investment (2,135,338) -
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable
and other assets 16,822 (5,182)
Increase in accounts payable
and accrued liabilities 36,923 14,264
Increase (decrease) in payable to Managing
General Partner (59,669) 25,543
Decrease in property taxes payable (49,362) (53,735)
Increase in accrued interest payable - 45,459
Increase (decrease) in other liabilities (21,597) 7,820
----------- --------
Net cash provided by operating activities (47,788) 95,757
----------- --------
Cash flows from investing activities:
Net proceeds from sale of real estate investment 8,196,986 -
Additions to real estate held for sale (3,478) (2,732)
----------- --------
Net cash provided by (used in) investing activities 8,193,508 (2,732)
----------- --------
Cash flows used by financing activities-
Reduction in mortgage payable (5,698,323) (13,762)
----------- --------
Net increase in cash and cash equivalents 2,447,397 79,263
Cash and cash equivalents at October 31 1,010,289 667,934
----------- --------
Cash and cash equivalents at January 31 $ 3,457,686 $747,197
=========== ========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $ 134,661 $ 91,081
=========== ========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1998
(unaudited)
- --------------------------------------------------------------------------------
(1) Financial Statement Adjustments and Footnote Disclosure
-------------------------------------------------------
The accompanying financial statements are unaudited. However, Boettcher
Affiliated Investors L.P., ("BAILP"), the Managing General Partner of
Boettcher Pension Investors Ltd. (the "Partnership"), believes all material
adjustments necessary for a fair presentation of the interim financial
statements have been made and that such adjustments are of a normal and
recurring nature. Certain information and footnotes normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to Securities and Exchange
Commission rules and regulations. BAILP believes the disclosures made are
adequate to make the information not misleading and suggests that the
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Boettcher Pension Investors
Ltd. October 31, 1997 Annual Report.
(2) Significant Accounting Principles
---------------------------------
Environmental Remediation Liabilities
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and penalties,
and other sources are recorded when it is probable that a liability has
been incurred and the amount of the assessment and/or remediation can be
reasonably estimated. The costs of site clean-up are recorded in the amount
of the cash payments made or for future estimated costs for that site when
fixed or reliably determinable based upon information derived from the
remediation plan for that site. Recoveries from third parties which are
probable of realization are separately recorded, and are not offset against
the related environmental liability.
In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 96-1, Environmental Remediation
Liabilities. SOP 96-1 will be adopted by the Partnership during fiscal 1997
and will require, among other things, environmental remediation liabilities
to be accrued when the criteria of SFAS No. 5, Accounting for
Contingencies, have been met. The SOP also provides guidance with respect
to the measurement of the remediation liabilities. Such accounting is
consistent with the Partnership's current method of accounting for
environmental remediation costs and therefore, adoption of this new
Statement did not have a material impact on the Partnership's financial
position, results of operations or liquidity.
Financial Instruments
The fair value of the Partnership's financial instruments approximate their
carrying values due to the short maturities of those instruments or due to
the interest rates of those instruments approximating interest rates for
similar issues.
7
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1998
(unaudited)
- --------------------------------------------------------------------------------
Use of Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
Business and Credit Concentrations
The Partnership's remaining real estate investment, Parkway Village
Shopping Center ("Parkway"), is located in Provo, Utah. Three national
tenants account for fifty percent of the rental income.
The Partnership estimates an allowance for doubtful accounts based on the
credit worthiness of its customers as well as general economic conditions.
Consequently, an adverse change in those factors could effect the
Partnership's estimate of its bad debts. At January 31, 1998, the
Partnership had $83,329 of tenant receivables from current and former
tenants of Parkway for which an allowance for doubtful accounts have been
established.
Income Taxes
No provision has been made for Federal income taxes, as the taxable income
(loss) is reported by the partners rather than the Partnership. The
Partnership reports certain transactions differently for tax and financial
statement purposes, primarily depreciation.
Real Estate Held for Sale
Properties held for sale are recorded at the lower of cost or fair market
value, which exceeds or approximates independent appraised values.
Building and improvements are depreciated using the straight-line method
over an estimated useful life of 30 years. Equipment and furnishings are
depreciated using the straight-line method over an estimated useful life of
10 years. Renewals and betterments are capitalized and repairs and
maintenance are charged to operations as incurred.
Deferred Leasing Costs
Costs associated with the leasing of the Partnership's retail shopping
center are deferred and amortized over the life of the related leases.
These costs are comprised of lease commissions and construction costs
related to the buildout of tenant space.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents
include highly liquid debt instruments purchased with an original maturity
of three months or less. Cash and cash equivalents are comprised of the
following:
8
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1998
(unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
As of January 31,
1998 1997
---------- --------
<S> <C> <C>
Money market fund $3,435,514 $708,414
Operating cash 22,172 38,783
---------- --------
Cash and cash equivalents $3,457,686 $747,197
========== ========
</TABLE>
Reclassifications
Certain prior year amounts have been reclassified for comparability with
fiscal 1998 financial statement presentation.
(3) Environmental Remediation Costs
-------------------------------
In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene (PERC), was reported by the dry cleaning tenant (the
Tenant) at Parkway to the State of Utah Department of Environmental Quality
(DEQ). The Tenant, utilizing the services of an environmental consulting
firm, investigated the extent of the PERC release and its effect on soil
and groundwater in the vicinity. The DEQ is monitoring the Tenant's
progress. Although the Tenant is responsible for the costs of any required
remediation, should the Tenant be unable to complete the required work due
to limitations of its financial resources, it is likely that the
Partnership, as owner of Parkway, would be required to complete the needed
remediation. The Partnership has been advised that groundwater
contamination has occurred and the Partnership on behalf of and in
cooperation with the tenant, is in the process of determining the method,
cost and timing of required soil and groundwater remediation measures. The
Partnership has spent approximately $83,000 to date on the above mentioned
testing as well as legal representation in connection with the PERC
release. Management is unable at this time to estimate the full extent of
additional expenses that may be incurred. However, the Partnership sold
the property on January 28, 1998. Pursuant to the Purchase and Sale
Agreement, the Buyer is purchasing the Property "as is" from the
Partnership. The Buyer has investigated the Property thoroughly and is
aware of and has evaluated the environmental remediation requirements with
respect to the Property. The Buyer has released the Partnership from any
and all claims it may have against the Partnership with respect to
environmental remediation matters; however, the Partnership will remain
liable to the extent provided by law for any environmental remediation
relating to its period of ownership of the Property, subject to its right
to recover from the Tenant.
As of January 31, 1998, the Tenant has failed to reimburse the Partnership
for expenses of remediation. The Partnership has filed suit against the
Tenant to recover its remediation expenses; however, there can be no
assurance that the Partnership will recover any or all of such expenses
from the Tenant. Accordingly, the Partnership has not recognized any
income from possible recovery of such expenses.
9
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1998
(unaudited)
- --------------------------------------------------------------------------------
(4) Transactions with Related Parties
---------------------------------
BAILP is the Managing Agent of the Partnership and is paid property
management, loan servicing, and acquisition fees for its services to the
Partnership. The property management fee is equal to 5% of gross receipts
from the properties, less management fees paid to others. The property
management fee earned by BAILP amounted to $1,512 for the three months
ended January 31, 1998.
The Partnership also reimburses BAILP for its allocable share of salaries
of nonmanagement and nonsupervisory personnel providing accounting,
investor reporting and communications, and legal services to the
Partnership and allowable expenses related to the maintenance and repair of
data processing equipment used for or by the Partnership. The amount due
BAILP for such reimbursements amounted to $3,303 for the three months ended
January 31, 1998.
(5) Sale of Real Estate
--------------------
As of January 31, 1998, the fair value of the Partnership's real estate
held for sale exceeds cost based upon the sale of the Remaining Property
On January 28, 1998, the Partnership closed on the sale of the Remaining
Property, selling the land, related improvements and personal property of
the retail center known as Parkway Village Shopping Center ("Parkway")
located in Provo, Utah to an unrelated third party for $8,550,000. Parkway
consists of a 4-building shopping center containing approximately 102,000
square feet of net rentable area on approximately 10.05 acres of land. At
the time of sale, Parkway was approximately 97% leased and occupied.
The net proceeds and gain on sale related to the Remaining Property, are
calculated as follows:
<TABLE>
<S> <C>
Total of contract sale price $ 8,550,000
Less costs of sale -
Sales commissions (304,750)
Title, legal fees, and other (36,778)
Mortgage payoff (5,698,323)
Security deposit liability (11,486)
-----------
Net proceeds on sale 2,498,663
Write off of non-cash assets (363,325)
-----------
Net gain on sale $ 2,135,338
===========
</TABLE>
10
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1998
(unaudited)
- --------------------------------------------------------------------------------
(6) Subsequent Event
----------------
On February 12, 1998, subsequent to the closing of the sale of the
Remaining Property, the Partnership made an initial distribution of $275
per limited partnership unit ("Unit") out of the Partnership's available
cash. The Partnership retained approximately $380,000 to establish
reserves for the payment of the Partnership's remaining debts and
liabilities, to cover contingent liabilities resulting from the
Partnership's previous ownership of the Remaining Property, and to cover
the costs and expenses associated with the Partnership's liquidation and
dissolution. The Partnership may make one or more interim distributions
during its winding up process as contingent liabilities lapse and the time
of the liquidation and dissolution becomes more certain. Upon liquidation
and dissolution the Partnership will make a final distribution of its
remaining cash, constituting the remaining asset of the Partnership, to the
limited partners.
The net proceeds from closing together with a portion of Partnership cash
reserves were utilized as follows:
<TABLE>
<S> <C>
Net proceeds on sale $2,498,663
Utilization of Partnership cash reserves 448,512
----------
Distribution to Limited Partners ($275/unit) $2,947,175
==========
</TABLE>
11
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Forward-Looking Statements
- --------------------------
This report contains forward-looking statements (within the meaning of Section
21E. of the Securities Exchange Act of 1934, as amended) representing the
Managing General Partner's current expectations and beliefs concerning future
events. When used in this report, the words "believes," "estimates," "plans,"
"expects," "intends," anticipates," or the negation thereof or other variations
thereon or comparable terminology as they relate to the Partnership or its
management are intended to identify forward-looking statements. The actual
results of the Partnership could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties related to
and including, without limitation, the extent of additional costs to complete
the liquidation and dissolution of the Partnership. These risks and
uncertainties are beyond the ability of the Managing General Partner to control;
in many cases, the Managing General Partner cannot predict the risks and
uncertainties that could cause actual results to differ materially from those
indicated by the forward-looking statements.
The Partnership, pursuant to the Purchase and Sale Agreement, closed the sale of
the Remaining Property on January 28, 1998 and the Partnership is currently in
the process of liquidating and dissolving (i.e. "winding up" its business and
affairs). Management's Discussion and Analysis of Financial Condition and
Results of Operations is qualified in its entirety by the occurrence of the sale
and the Partnership's winding up process.
Results of Operations
- ---------------------
For the three months ended January 31, 1998, the Partnership generated total
revenue of $276,284 and incurred total expenses in the amount of $247,189,
resulting in net earnings of $29,095. The Partnership's net earnings decreased
$25,050 for the three months ended January 31, 1998 when compared with the
corresponding period of fiscal 1997. The most significant factors affecting the
Partnership's year to date results of operations as compared to the
corresponding period in 1997 were decreased total revenues and expenses in most
categories, as a result of the sale of Parkway in the first quarter of fiscal
1998, as well as the adoption of Statement of Financial Accounting Standards No.
121 ("SFAS 121") in fiscal 1997. SFAS 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. SFAS 121 also addresses the
accounting for long-lived assets that are expected to be disposed of;
specifically it requires the elimination of depreciation and amortization
related to those long-lived assets to be disposed of. For the quarter ended
January 31, 1998, no depreciation and amortization related to the Partnership's
real estate held for sale has recorded.
12
<PAGE>
A summary of the Partnership's operations and period-to-period comparisons is
presented below:
<TABLE>
<CAPTION>
Three Months Ended January 31
(dollars in thousands)
-----------------------------
Amount
of %
1998 1997 Change Change
----- ----- ------ ------
<S> <C> <C> <C> <C>
Total revenue $ 276 289 (13) (4%)
Total expenses 247 235 12 5%
----- ---- ---
Earnings from
operations $ 29 54 (25)
===== ==== ===
</TABLE>
Total revenue generated by the Partnership for the three months ended January
31, 1998 was $276,284 representing a decrease of $12,608 (4%) when compared with
the corresponding period in fiscal 1997. The Partnership's remaining property,
Parkway generated rental income of $231,627 for the three months of 1998,
representing a decrease of $5,523 (2%) when compared to the corresponding period
in 1997. The decrease is primarily due to the reduction of rental income of
$10,233 prorated for the last two days in January 1998 after the close of the
sale of the Remaining Property on January 28, 1998.
Tenant reimbursements and other income decreased $10,473 (24%) for the three
months ended January 31, 1998, when compared to the corresponding period of
fiscal 1997, due to the decreased occupancy at Parkway which resulted in less
reimbursable expenses billed back to tenants.
Interest income increased $3,388 or 44% to $11,122 for the three months ended
January 31, 1998 from $7,734 for the corresponding period in 1997, primarily due
to the maintenance of larger cash reserves in the current period.
A comparative summary of average occupancy and average effective rental rates
for the Partnership's properties is presented below:
<TABLE>
<CAPTION>
Three months ended
January 31,
--------------------
<S> <C> <C>
Shopping Center 1998 1997
- --------------- ---- ----
Parkway Village (102,356 net rentable square feet)
Average occupancy 97%(b) 98%
Average effective rental rate/(a)/ $9.29(b) $9.53
</TABLE>
(a) Average effective rental rates are stated in terms of an average annual
rate per square foot. Effective rates take into account the effect of
leasing concessions and bad debts. These rates are "triple net". In
addition to this base rent, the majority of tenants pay their pro rata
share of taxes, insurance and common area maintenance expenses at the
property.
(b) Parkway was sold on January 28, 1998.
13
<PAGE>
Total expenses incurred by the Partnership for the three months ended January
31, 1998 were $247,189, representing an increase of $12,442 (5%) when compared
with the corresponding period of fiscal 1997. Environmental expenses related to
the remediation of dry cleaning solution contamination at Parkway, more fully
discussed in Note 3 of the Financial Statements, amounted to $4,532 for the
three months ended January 31, 1998. General and administrative expense
increased $25,789 (93%) to $53,458 for the three months ended January 31, 1998
from $27,669 for the comparable period in fiscal 1997. This is the result of
increased professional fees, specifically legal fees, and the inclusion of
certain expenses related to the sale of Parkway in the first quarter of fiscal
1998.
Liquidity and Capital Resources
- -------------------------------
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $3,457,686 at January 31, 1998, representing an increase of
$2,447,397 when compared with fiscal 1997 year-end balances. Net cash used by
operating activities for the three months ended January 31, 1998 amounted to
$47,788. The payable to Managing General Partner decreased $59,669, to $70,167
at January 31, 1998, when compared to the fiscal 1997 year-end balance,
primarily due to the net effect of cash advances of approximately $35,516 in the
current quarter and the reimbursement of fees and reimbursable expenses related
to operations of $100,000 in the three months ended January 31, 1998.
Net cash provided by investing activities amounted to $8,193,508 for the three
months ended January 31, 1998 and is comprised primarily of the net proceeds
from the sale of Parkway of $8,196,986.
Net cash used by financing activities amounted to $5,698,323 in the first
quarter of fiscal 1998, the result of reductions in mortgage principal related
to the Parkway mortgage.
The sale of the Remaining Property closed on January 28, 1998 and the
Partnership received gross proceeds of $8,550,000. Upon closing the sale of the
Remaining Property, the Partnership used a portion of the proceeds to pay the
mortgage secured by the Remaining Property and certain customary closing
expenses. The Partnership is currently in the process of liquidating and
dissolving (i.e. "winding up" its business and affairs). Once the liquidation
and dissolution is completed, the operations and existence of the Partnership
will cease.
The net proceeds and net gain related to the Remaining Property, are calculated
as follows:
<TABLE>
<S> <C>
Total of contract sale price $ 8,550,000
Less costs of sale -
Sales commissions (304,750)
Title, legal fees, and other (36,778)
Mortgage payoff (5,698,323)
Security deposit liability (11,486)
-----------
Net proceeds on sale 2,498,663
Write off of non-cash assets (363,325)
-----------
Net gain on sale $ 2,135,338
===========
</TABLE>
14
<PAGE>
On February 12, 1998, subsequent to the sale of the Remaining Property, the
Partnership made an initial distribution of $275 per Unit out of the
Partnership's available cash. The Partnership retained $380,000 to establish
reserves for the payment of the Partnership's previous ownership of the
Remaining Property, and to cover the costs and expenses associated with the
Partnership's liquidation and dissolution. The Partnership may make one or more
interim distributions during its winding up process as contingent liabilities
lapse and the time of the liquidation and dissolution becomes more certain.
Upon liquidation and dissolution the Partnership will make a final distribution
of its remaining cash, constituting the remaining asset of the Partnership to
the limited partners.
The net proceeds from closing together with a portion of Partnership cash
reserves were utilized as follows:
<TABLE>
<S> <C>
Net proceeds on sale $2,498,663
Utilization of Partnership cash reserves 448,512
----------
Distribution to Limited Partners ($275/unit) $2,947,175
==========
</TABLE>
15
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K dated November 13, 1997
reporting the results of the special meeting of the limited partners
of the Partnership held on that date.
The Registrant filed a report on Form 8-K dated December 17, 1997
reporting changes to the previously disclosed timing on the closing
of the sale of the Partnership's Remaining Property.
16
<PAGE>
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 PENSION INVESTORS LTD.
--------------------------------
(Registrant)
By: Boettcher Affiliated Investors L.P.
Managing General Partner
By: Boettcher Properties, Ltd.
Managing General Partner
By: BPL Holdings, Inc.
Managing General Partner
Dated: March 13, 1998 By: /s/Thomas M. Mansheim
-----------------------------
Thomas M. Mansheim
Treasurer; Principal
Financial and Accounting
Officer of the Partnership
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 3,457,686
<SECURITIES> 0
<RECEIVABLES> 2,310
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,459,996
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,365,842
<TOTAL-LIABILITY-AND-EQUITY> 3,459,996
<SALES> 0
<TOTAL-REVENUES> 276,284
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 247,189
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 134,661
<INCOME-PRETAX> 29,095
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,135,338
<CHANGES> 0
<NET-INCOME> 2,164,433
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
