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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): December 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.
(A) On December 1, 2000, pursuant to a Purchase and Sale Agreement
dated effective as of September 25, 2000, by and between Murray Income
Properties II, Ltd. (the "Partnership") and Iron Mountain Records Management,
Inc., as amended, the Partnership sold the 1202 Industrial Place
office/warehouse facility, located in Grand Prairie, Texas, for a sales price of
$4,800,000 in cash. Iron Mountain Records Management, Inc. 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 $169,000, resulting in net proceeds
to the Partnership of $4,631,000 and a gain of approximately $1,725,446.
The sales price of $4,800,000 exceeds the December 31, 1998 appraised
value of $4,400,000 as disclosed in the proxy statement that was mailed to the
Partnership's limited partners on or about January 14, 2000.
(B) On December 13, 2000, pursuant to a Purchase and Sale Agreement
dated effective as of October 29, 2000, by and between the Partnership and
Phillip H. McNeill, Sr., as amended, the Partnership sold the Germantown
Collection Shopping Center, located in Germantown, Tennessee, for a sales price
of $9,250,000 in cash. Mr. McNeill assigned its rights under the Purchase and
Sale Agreement to, and the property was acquired by, Germantown Collection, a
Tennessee general partnership, which 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 $260,000, resulting in net proceeds to the Partnership of
$8,990,000 and a gain of approximately $3,416,000.
The sales price of $9,250,000 exceeds the December 31, 1998 appraised
value of $8,700,000 as disclosed in the proxy statement that was mailed to the
Partnership's limited partners on or about January 14, 2000.
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 Partnership will make a distribution of the net proceeds received
from the sale of the Paddock Place Shopping Center property and the 1202
Industrial Place office/warehouse facility after payment of the properties'
liabilities on December 15, 2000. It is anticipated that the net proceeds from
the sale of the Germantown Collection Shopping Center will be distributed during
the calendar year 2001 prior to the liquidation of the Partnership. Until such
time, these net sales proceeds will be invested in a government insured money
market account, and the interest earned will be utilized to pay Partnership
operating expenses during the remaining period of operation.
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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
Adjustment
Pro Forma 1202 Industrial Place
Historical Adjustment for & Germantown
Summary at Paddock Place Collection Pro Forma
September 30, 2000 Shopping Center Shopping Center September 30, 2000
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Assets
Properties held for sale, net $ 14,372,266 $ (6,516,518) $ (7,854,545) $ 1,203
Investment in joint venture,
at equity 1,360,857 -0- -0- 1,360,857
Cash and cash equivalents 1,363,556 8,926,766 13,342,576 23,632,898
Accounts receivable, net 604,059 (45,332) (326,924) 231,803
Other assets, net 590,143 (136,205) (398,740) 55,198
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$ 18,290,881 $ 2,228,711 $ 4,762,367 $ 25,281,959
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Liabilities and Partners' Equity
Accounts payable $ 16,782 $ (153) (3,787) $ 12,842
Accrued property taxes 258,900 (82,895) (176,005) -0-
Security deposits, state excise
tax payable 91,948 (177,250) (200,098) (285,400)
Deferred income 14,856 -0- -0- 14,856
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Total liabilities 382,486 (260,298) (379,890) (257,702)
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Total partners' equity 17,908,395 2,489,009 5,142,257 25,539,661
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$ 18,290,881 $ 2,228,711 $ 4,762,367 $ 25,281,959
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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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Pro Forma
Historical Adjustment for
Summary Pro Forma 1202 Industrial Place Pro Forma
For the Nine Adjustment for & Germantown For the Nine
Months Ended Paddock Place Collection Months Ended
September 30, 2000 Shopping Center Shopping Center September 30, 2000
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Income:
Rental $ 2,390,138 $ (984,416) $ (1,405,722) $ -0-
Interest 66,981 (2,261) (3,295) 61,425
Equity in earnings of joint venture 229,554 -0- -0- 229,554
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2,686,673 (986,677) (1,409,017) 290,979
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Expenses:
Depreciation 124,062 (50,178) (70,248) 3,636
Property operating 610,299 (238,818) (371,481) -0-
General and administrative 266,850 -0- -0- 266,850
Bad debts, net -0- -0- -0- -0-
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1,001,211 (288,996) (441,729) 270,486
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Earnings before income taxes 1,685,462 (697,681) (967,288) 20,493
State excise tax 52,400 -0- (52,400) -0-
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Net earnings $ 1,633,062 $ 697,681) (914,888) $ 20,493
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Basic earnings per limited
Partnership interest $ 5.08 $ (2.17) $ (2.85) $ .06
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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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Pro Forma
Historical Adjustment for
Summary Pro Forma 1202 Industrial Place Pro Forma
For the Year Adjustment for & Germantown For the
Ended Paddock Place Collection Year Ended
December 31, 1999 Shopping Center Shopping Center December 31, 1999
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Income:
Rental $ 3,026,527 $ (1,183,884) $ (1,842,643) $ -0-
Interest 72,934 (3,202) (3,592) 66,140
Equity in earnings of joint venture 137,992 -0- -0- 137,992
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3,237,453 (1,187,086) (1,846,235) 204,132
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Expenses:
Depreciation 721,179 (297,444) (421,143) 2,592
Property operating 790,603 (302,355) (488,248) -0-
General and administrative 316,415 -0- -0- 316,415
Bad debts, net 5,476 (5,476) -0- -0-
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1,833,673 (605,275) (909,391) 319,007
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Net earnings $ 1,403,780 $ (581,811) (936,844) $ (114,875)
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Basic earnings per limited
Partnership interest $ 4.32 $ (1.79) $ (2.89) $ (0.36)
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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 dispositions 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 $13,621,000.
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 dispositions
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 dispositions
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 September
25, 2000 by and between the Partnership and Iron Mountain
Records Management, Inc.
10.2 Amendment to Purchase and Sale Agreement dated effective as of
October 25, 2000 by and between the Partnership and Iron
Mountain Records Management, Inc.
10.3 Second Amendment to Purchase and Sale Agreement dated
effective as of November 2, 2000 by and between the
Partnership and Iron Mountain Records Management, Inc.
10.4 Third Amendment to Purchase and Sale Agreement dated effective
as of November 10, 2000 by and between the Partnership and
Iron Mountain Records Management, Inc.
10.5 Fourth Amendment to Purchase and Sale Agreement dated
effective as of November 17, 2000 by and between the
Partnership and Iron Mountain Records Management, Inc.
10.6 Purchase and Sale Agreement dated effective October 29, 2000
by and between the Partnership and Phillip H. McNeill, Sr.
10.7 First Amendment to Purchase and Sale Agreement dated effective
as of November 28, 2000 by and between the Partnership and
Phillip H. McNeill, Sr.
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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
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Mitchell Armstrong
President
Date: December 15, 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
September 25, 2000 by and between the Partnership and
Iron Mountain Records Management, Inc.
10.2 Amendment to Purchase and Sale Agreement dated
effective as of October 25, 2000 by and between the
Partnership and Iron Mountain Records Management,
Inc.
10.3 Second Amendment to Purchase and Sale Agreement dated
effective as of November 2, 2000 by and between the
Partnership and Iron Mountain Records Management,
Inc.
10.4 Third Amendment to Purchase and Sale Agreement dated
effective as of November 10, 2000 by and between the
Partnership and Iron Mountain Records Management,
Inc.
10.5 Fourth Amendment to Purchase and Sale Agreement dated
effective as of November 17, 2000 by and between the
Partnership and Iron Mountain Records Management,
Inc.
10.6 Purchase and Sale Agreement dated effective October
29, 2000 by and between the Partnership and Phillip
H. McNeill, Sr.
10.7 First Amendment to Purchase and Sale Agreement dated
effective as of November 28, 2000 by and between the
Partnership and Phillip H. McNeill, Sr.
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