UNITED STATES
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) January 30, 1998
Krupp Institutional Mortgage Fund Limited
Partnership
Massachusetts 0-14378
04-2860302
(State or other jurisdiction of
(Commission (IRS employer
incorporation or organization) file
number) identification no.)
470 Atlantic Avenue, Boston, Massachusetts
02210
(Address of principal executive offices)
(Zip Code)
(617) 423-2233
(Registrant's telephone number, including
area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
Disposition of Properties
Krupp Institutional Mortgage Fund
Limited Partnership (the
"Partnership") holds the underlying
mortgages of the properties owned by
Krupp Equity Limited Partnership
("KELP"), an affiliate of the
Partnership. On December 2, 1997,
Berkshire Realty Enterprise Limited
Partnership, an affiliate of the
General Partners as agent for KELP
entered into an Agreement of Sale to
sell its remaining properties to
Kejack, Inc. and its permitted
assigns, which are unaffiliated third
parties. Bell Plaza Shopping Center,
a shopping center containing 43,842
leasable square feet located in Oak
Lawn, Illinois and Northeast Plaza
Shopping Center, a shopping center
containing 89,224 leasable square
feet located in Baton Rouge,
Louisiana, were included in a package
with twelve other properties owned by
affiliates of the General Partners of
KELP. The total selling price of the
fourteen properties was $138,000,000,
of which KELP received $5,027,200 for
the sale of its properties, less its
share of the closing costs. The
transaction was consummated on
January 30, 1998. KELP will use the
net proceeds of the sale to pay down
its mortgage notes payable to the
Partnership.
The General Partners expect to
liquidate and distribute the
remaining assets of the Partnership
in 1998.
Item 7. Financial Statements, Proforma
Financial Information and Exhibits
(a) Financial Statements of Business
Acquired
Response: Not applicable
(b) Pro Forma Financial Information
On January 30, 1998, KELP sold both
of its remaining properties to
Kejack, Inc. and its permitted
assigns, which are unaffiliated third
parties. The properties were
included in a package with twelve
other properties owned by affiliates
of KELP's General Partner. The total
selling price of the fourteen
properties was $138,000,000, of which
KELP received $5,027,200 for the sale
of its properties, less its share of
its closing costs. KELP used the net
proceeds of the sale to pay down its
mortgage notes payable to the
Partnership.
The Partnership has presented in this
Form 8-K, a Pro Forma Balance Sheet
at September 30, 1997 and Pro Forma
Statements of Income (Loss) for the
nine months ended September 30, 1997
and for the year ended December 31,
1996. See Note 1 to the Pro Forma
Financial Statements for further
discussion of this matter.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
PRO FORMA BALANCE SHEET
September 30, 1997
(unaudited)
<TABLE>
<CAPTION>
ASSETS
Actual at Pro Forma
September 30, Pro Forma September 30,
1997 Adjustments 1997
(Note 1) (Note 1) (Note 1)
Mortgage notes receivable, net of
<S> <C> <C> <C> <C>
loan loss reserve of $16,524,000$ 6,949,839 $ (6,949,839)$ -
Cash and cash equivalents 1,110,363 - 1,110,363
Accrued interest receivable - mortgage
notes, net of reserve for
uncollectible interest of
$13,997,634 118,642 (118,642) -
Other assets 1,865 - 1,865
Total assets$ 8,180,709 $ (7,068,481) $ 1,112,228
LIABILITIES AND PARTNERS' EQUITY
Liabilities $ 19,150 $ - $ 19,150
Partners' equity 8,161,559 (7,068,481) 1,093,078
Total liabilities and
Partners' equity$ 8,180,709 $ (7,068,481) $ 1,112,228
</TABLE>
See accompanying note to
pro forma financial statements.<PAGE>
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
PRO FORMA STATEMENT OF INCOME (LOSS)
For the Nine Months Ended September 30, 1997
(unaudited)
<TABLE>
<CAPTION>
As Reported
for the Nine
Months Ended Pro Forma for the
September 30, Pro FormaNine
Months Ended
1997 Adjustments September 30, 1997 (Note 1)
(Note 1) (Note 1)
Interest income:
<S> <C> <C> <C>
Mortgage notes receivable $ 445,796 $ (445,796) $ -
Cash equivalents 46,035 - 46,035
Total interest income 491,831 (445,796) 46,035
Expenses:
Expense reimbursements 25,739 - 25,739
General and administrative 43,292 - 43,292
Total expenses 69,031 - 69,031
Net income (loss) $ 422,800 $ (445,796) $ (22,996)
</TABLE>
See accompanying note to
pro forma financial statements.<PAGE>
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
PRO FORMA STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 1996
(unaudited)
<TABLE>
<CAPTION>
As Reported for Pro Forma for
the Year Ended Pro Forma the Year Ended
December 31, 1996 Adjustments
December 31, 1996
(Note 1) (Note 1)
(Note 1)
Interest income:
Mortgage notes
<S> <C> <C> <C> >
receivable $ 497,376 $ (497,376) $ -
Cash equivalents 79,000 - 79,000
Total interest income 576,376 (497,376) 79,000
Expenses:
Expense reimbursements 33,345 - 33,345
General and
administrative 60,088 - 60,088
Total expenses 93,433 - 93,433
Net income (loss) $ 482,943 $ (497,376) $ (14,433)
</TABLE>
See accompanying note to
pro forma financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTE TO PRO FORMA FINANCIAL STATEMENTS
(1)Basis of Presentation
The Pro Forma Balance Sheet at September 30,
1997 is based on the historical Balance Sheet
of the Partnership as reported on Form 10-Q
for the quarter ended September 30, 1997. The
Pro Forma adjustment represents an adjustment
to the Partnership's financial statements to
show the effect of the sale of KELP's
remaining properties. The Pro Forma Balance
Sheet at September 30, 1997 reflects the
balance sheet as if the sale had occurred
prior to September 30, 1997.
The Pro Forma Statement of Income (Loss) for
the nine months ended September 30, 1997 is
based on the historical Statement of Income of
the Partnership as reported on Form 10-Q for
the nine months ended September 30, 1997. The
Pro Forma Statement of Income (Loss) for the
year ended December 31, 1996 is based on the
historical Statement of Income for the
Partnership as presented in the annual report
on Form 10-K for the year ended December 31,
1996. The Pro Forma adjustments represent the
Partnership's net income related to the
mortgage notes receivable from KELP for the
respective period presented. The Pro Forma
Statements of Income (Loss) for the nine
months ended September 30, 1997 and for the
year ended December 31, 1996 reflect the
results of operations of the Partnership as if
KELP had sold its properties, and was
subsequently dissolved prior to January 1,
1996. The Pro Forma Statements of Income
(Loss) do not reflect any recovery of bad debt
or bad debt expense which may be recognized by
the Partnership as a result of the sale of
KELP's properties and the pay down of its
mortgage notes payable to the Partnership.
(c)Exhibits
1.Agreement of Sale dated December 2, 1997
between Berkshire Realty Enterprise Limited
Partnership, agent for Krupp Equity Limited
Partnership, and Kejack, Inc. and its
permitted assigns [Exhibit 1 to Registrant's
Report on Form 8-K dated February 3, 1998
(File No. 0-14378)].*
2.First Amendment to Agreement of Sale dated
December 12, 1997 between Berkshire Realty
Enterprise Limited Partnership, agent for
Krupp Equity Limited Partnership, and Kejack
Inc. and its permitted assigns [Exhibit 2 to
Registrant's Report on Form 8-K dated February
3, 1998 (File No. 0-14378)].*
3.Second Amendment to Agreement of Sale dated
December 14, 1997 between Berkshire Realty
Enterprise Limited Partnership, agent for
Krupp Equity Limited Partnership, and Kejack,
Inc. and its permitted assigns [Exhibit 3 to
Registrant's Report on Form 8-K dated February
3, 1998 (File No. 0-14378)].*
4.Side letter dated December 17, 1997 from
William S. Gee on behalf of Kejack, Inc. and
its permitted assigns to Eli Rubenstein, Esq.
on behalf of Berkshire Realty Enterprises
Limited Partnership, agent for Krupp Equity
Limited Partnership [Exhibit 4 to Registrant's
Report on Form 8-K dated February 3, 1998
(File No. 0-14378)].*
5.Side letter dated January 6, 1998 from
William S. Gee on behalf of Kejack, Inc. and
its permitted assigns to Eli Rubenstein, Esq.
on behalf of Berkshire Realty Enterprise
Limited Partnership, agent for Krupp Equity
Limited Partnership [Exhibit 5 to Registrant's
Report on Form 8-K dated February 3, 1998
(File No. 0-14378)].*
*
Incorporated by reference.
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.
Krupp
Institutional Mortgage Fund Limited
Partnership
(Registrant)
BY: /s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief
Accounting Officer of
the Krupp Corporation, a
General Partner.
DATE: March 31, 1998
