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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): November 15, 2000
MURRAY INCOME PROPERTIES II LTD.
(Exact Name of Registrant as Specified in Charter)
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TEXAS 0-17183 75-2085586
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
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5550 LBJ Freeway, Suite 675, Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 991-9090
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 2000, pursuant to a Purchase and Sale Agreement dated
effective as of August 14, 2000, by and between Murray Income Properties II,
Ltd. (the "Partnership") and Grace Development, Inc. (the "Purchaser"), as
amended, the Partnership sold the Paddock Place Shopping Center property,
located in Nashville, Tennessee, for a sales price of $9,400,000 in cash. The
sale of all the Partnership's properties in one or a series of sale transactions
was authorized by its limited partners at a special meeting held on March 10,
2000. The Purchaser has no relationship with the Partnership or its general
partners and its officers or directors (or their associates). The general
partners anticipate that the commissions and expenses of the sale will be
approximately $284,000, resulting in a net proceeds to the Partnership of
$9,116,000 and a gain of approximately $2,489,000.
The sales price of $9,400,000 exceeds the December 31, 1998 appraised
value of $8,950,000 as disclosed in the proxy statement that was mailed to the
Partnership's limited partners on or about January 14, 2000.
The Partnership anticipates making a distribution of the net proceeds
received from the sale of the Paddock Place Shopping Center property after
payment of the property's liabilities in December 2000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
MURRAY INCOME PROPERTIES II, LTD.
(A LIMITED PARTNERSHIP)
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
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Pro Forma
Historical Adjustment for
Summary at Paddock Place Pro Forma
September 30, 2000 Shopping Center September 30, 2000
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Assets
Properties held for sale, net $ 14,372,266 $ (6,516,518) $ 7,855,748
Investment in joint venture, at equity 1,360,857 -0- 1,360,857
Cash and cash equivalents 1,363,556 8,926,766 10,290,322
Accounts receivable, net 604,059 (45,332) 558,727
Other assets, net 590,143 (136,205) 453,938
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$ 18,290,881 $ 2,228,711 $ 20,519,592
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Liabilities and Partners' Equity
Accounts payable $ 16,782 $ (153) $ 16,629
Accrued property taxes 258,900 (82,895) 176,005
Security deposits, state excise tax payable 91,948 (177,250) (85,302)
Deferred income 14,856 -0- 14,856
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Total liabilities 382,486 (260,298) 122,188
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Total partners' equity 17,908,395 2,489,009 20,397,404
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$ 18,290,881 $ 2,228,711 $ 20,519,592
============ ============ ============
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See notes to pro forma financial statements
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MURRAY INCOME PROPERTIES II, LTD.
(A LIMITED PARTNERSHIP)
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
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Historical
Summary Pro Forma Pro Forma
For the Nine Adjustment for For the Nine
Months Ended Paddock Place Months Ended
September 30, 2000 Shopping Center September 30, 2000
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Income:
Rental $ 2,390,138 $ (984,416) $ 1,405,722
Interest 66,981 (2,261) 64,720
Equity in earnings of joint venture 229,554 -0- 229,554
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2,686,673 (986,677) 1,699,996
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Expenses:
Depreciation 124,062 (50,178) 73,884
Property operating 610,299 (238,818) 371,481
General and administrative 266,850 -0- 266,850
Bad debts, net -0- -0- -0-
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1,001,211 (288,996) 712,215
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Earnings before income taxes 1,685,462 (697,681) 987,781
State excise tax 52,400 -0- 52,400
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Net earnings $ 1,633,062 $ (697,681) $ 935,381
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Basic earnings per limited
Partnership interest $ 5.08 $ (2.17) $ 2.91
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See notes to pro forma financial statements
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MURRAY INCOME PROPERTIES II, LTD.
(A LIMITED PARTNERSHIP)
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(UNAUDITED)
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Historical Pro Forma Pro Forma
Summary For Adjustment for For the
the Year Ended Paddock Place Year Ended
December 31, 1999 Shopping Center December 31, 1999
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Income:
Rental $ 3,026,527 $(1,183,884) $ 1,842,643
Interest 72,934 (3,202) 69,732
Equity in earnings of joint venture 137,992 -0- 137,992
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3,237,453 (1,187,086) 2,050,367
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Expenses:
Depreciation 721,179 (297,444) 423,735
Property operating 790,603 (302,355) 488,248
General and administrative 316,415 -0- 316,415
Bad debts, net 5,476 (5,476) -0-
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1,833,673 (605,275) 1,228,398
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Net earnings $ 1,403,780 $ (581,811) $ 821,969
=========== =========== ===========
Basic earnings per limited
Partnership interest $ 4.32 $ (1.79) $ 2.53
=========== =========== ===========
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See notes to pro forma financial statements
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MURRAY INCOME PROPERTIES II, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited pro forma consolidated balance sheet as of September
30, 2000 is based on the unaudited historical consolidated financial statements
of the Partnership after giving effect to the disposition as described in Item 2
as if the sale had been consummated as of September 30, 2000. The pro forma
adjustments include net proceeds of approximately $9,116,000.
The unaudited pro forma consolidated statement of earnings for the
nine months ended September 30, 2000 is based on the unaudited historical
statement of earnings of the Partnership after giving effect to the disposition
as described in Item 2 as if the sale had been consummated on January 1, 2000.
The unaudited pro forma consolidated statement of earnings for the
year ended December 31, 1999 is based on the unaudited historical consolidated
statement of earnings of the Partnership after giving effect to the disposition
as described in Item 2 as if the sale had been consummated on January 1, 1999.
These unaudited pro forma financial statements may not be indicative
of the results that actually would have occurred if the transaction had been in
effect on the dates indicated or which may be obtained in the future. The
unaudited pro forma financial statements should be read in conjunction with the
financial statements of the Partnership including its Annual Report on Form 10-K
for the year ended December 31, 1999 and the unaudited financial statements of
the Partnership on Form 10-Q for the nine months ended September 30, 2000.
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(c) EXHIBITS.
10.1 Purchase and Sale Agreement dated effective as of August 14,
2000 by and between the Partnership and Grace Development,
Inc.
10.2 Amendment to Purchase and Sale Agreement dated effective as of
September 19, 2000 by and between the Partnership and Grace
Development, Inc.
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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 hereunto duly authorized.
MURRAY INCOME PROPERTIES II, LTD.
By: Murray Realty Investors IX, Inc.,
a General Partner
By: /s/ Mitchell Armstrong
-----------------------------
Mitchell Armstrong
President
Date: November 27, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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10.1 Purchase and Sale Agreement dated effective as of August 14, 2000 by
and between the Partnership and Grace Development, Inc.
10.2 Amendment to Purchase and Sale Agreement dated effective as of
September 19, 2000 by and between the Partnership and Grace
Development, Inc.
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