<PAGE>
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) June 11, 1998
---------------------------
BOETTCHER PENSION INVESTORS, LTD.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
COLORADO 0-13219 84-0948497
- -------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
77 West Wacker Drive Chicago, IL 60601
- --------------------------------------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
</TABLE>
Registrant's telephone number, including area code (312) 574-5312
----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
As previously reported, on January 28, 1998, Boettcher Pension Investors, Ltd.
(the "Partnership") closed on the sale of 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. The net
proceeds to the Partnership, before proration of operating income and expenses
related to Parkway, were as follows:
<TABLE>
<S> <C>
Total of contract sale prices $ 8,550,000
Less costs of sale -
Sales commissions (304,750)
Title, legal fees, and other (36,778)
Mortgage principal payoff (5,698,323)
Security deposit liability (11,486)
-----------
Net proceeds $ 2,498,663
===========
</TABLE>
On February 12, 1998, subsequent to closing the sale of Parkway, the net
proceeds and certain Partnership cash reserves were utilized as follows:
<TABLE>
<S> <C>
Net proceeds from sale $2,498,663
Utilization of cash reserves 448,512
----------
Distribution to Limited Partners ($275/unit) $2,947,175
==========
</TABLE>
After payment or distribution of the foregoing amounts, all remaining cash
reserves of the Partnership were utilized to: (1) pay the 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 Partnership
and/or sale of; and (2) the payment of a final cash distribution to the Limited
Partners of $429,879, or $40.11 per unit, on June 8, 1998. 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 Managing General Partner.
On June 10, 1998, the Managing General Partner filed a Certificate of
Cancellation with the Colorado Secretary of State. Upon such filing, the
Partnership's certificate of limited partnership was canceled, which terminated
the association of all the partners of the Partnership for the carrying on of
business (as distinguished from winding up of the Partnership's business).
On June 11, 1998, the Managing 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 Amended and Restated 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 June 12, 1998.
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.
2
<PAGE>
Item 7. Financial Statements and Exhibits
<TABLE>
<CAPTION>
(c) Exhibits
<S> <C> <C>
99.1 Statement of Operations for the period from February 1, 1998
through June 11, 1998
99.2 Statement of Operations for the period from November 1, 1997
through June 11, 1998
99.3 Statement of Cash Flows for the period from November 1, 1997
through June 11, 1998
</TABLE>
3
<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: June 11, 1998 By: /s/ Thomas M. Mansheim
----------------------
Thomas M. Mansheim
Treasurer of BPL Holdings, Inc.,
Principal Financial and Accounting
Officer of the Partnership
4
<PAGE>
EXHIBIT 99.1
BOETTCHER PENSION INVESTORS, LTD.
(A Limited Partnership)
Statement of Operations
For the Period from February 1, 1998 through June 11, 1998
(Unaudited)
<TABLE>
<CAPTION>
Revenue:
<S> <C>
Rental income $ -
Tenant reimbursements and other income -
Interest income 13,588
------
13,588
Expenses:
Interest -
Property taxes -
Fees and reimbursements to managing general partner -
Other management fees -
Repairs and maintenance -
Utilities 1,645
General and administrative 8,445
Environmental 6,790
-------
16,880
Operating loss (3,292)
--------
Net loss $(3,292)
========
Net loss per limited partnership unit, using the weighted average
units outstanding of 10,717 $ (.31)
========
</TABLE>
<PAGE>
EXHIBIT 99.2
BOETTCHER PENSION INVESTORS, LTD.
(A Limited Partnership)
Statement of Operations
For the Period from November 1, 1997 through June 11, 1998
(Unaudited)
<TABLE>
<CAPTION>
Revenue:
<S> <C>
Rental income $ 231,627
Tenant reimbursement and other income 33,535
Interest income 24,710
----------
289,872
Expenses:
Interest 134,661
Property taxes 16,835
Fees and reimbursements to managing general partner 4,815
Other management fees 13,122
Repairs and maintenance 12,610
Utilities 8,801
General and administrative 61,903
Environmental 11,322
----------
264,069
Earnings from operations 25,803
Gain on sale of real estate investment 2,135,338
----------
Net earnings $2,161,141
==========
Net earnings per limited partnership unit, using the weighted average
units outstanding of 10,717 $201.66
==========
</TABLE>
<PAGE>
EXHIBIT 99.3
BOETTCHER PENSION INVESTORS, LTD.
(A Limited Partnership)
Statement of Cash Flows
For the Period from November 1, 1997 through June 11, 1998
(Unaudited)
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net earnings $ 2,161,141
Adjustments to reconcile net earnings to net cash provided
by (used by) operating activities:
Gain on sale of real estate investment (2,135,338)
Change in assets and liabilities:
Decrease in accounts receivable and other assets 64,500
Decrease in property taxes payable (54,974)
Decrease in accounts payable and accrued expenses (30,854)
Decrease in other liabilities (21,597)
-----------
Net cash used by operating activities (17,122)
Cash flows provided by (used by) investing activities:
Additions to real estate held for sale (3,478)
Proceeds from sale of real estate investment,
net of closing costs and other costs of sale 8,196,986
-----------
Net cash provided by investing activities 8,193,508
Cash flows provided by (used by) financing activities:
Payments to managing general partner (125,822)
Reductions in mortgage principal (5,698,323)
Distribution to limited partners (3,377,034)
Contribution by General Partner for deficit capital account 14,504
-----------
Net cash used by financing activities (9,190,689)
Net decrease in cash and cash equivalents (1,010,289)
Cash and cash equivalents at October 31, 1997 1,010,289
-----------
Cash and cash equivalents at June 11, 1998 $ -
===========
Supplemental disclosure of cash flow information -
Interest paid in cash during the period from November 1, 1997
through June 11, 1998 $ 134,661
===========
</TABLE>
